NaaS Technology plans US$3,300,000 share and warrant sale

NaaS Technology Inc. reported several capital structure changes and a new financing.

Rhea-AI Filing Summary

NaaS Technology Inc. reported several capital structure changes and a new financing. Shareholders approved a Fourth Amended and Restated Memorandum and Articles of Association, cutting the par value of each share from US$0.01 to US$0.000001 so that total authorized and issued share capital is US$52,000.

The company entered into supplementary agreements with 2025 PIPE investors to repurchase and reissue previously issued Class A ordinary shares, reflecting this share capital reduction. It also amended 2025 Warrants, increasing the exercise price from US$0.79 to US$2.2 per ADS, with each ADS representing 3,200 Class A ordinary shares. In a new financing, NaaS agreed to sell 4,800,000,000 Class A ordinary shares at US$0.0006875 per share and issue 2026 Warrants to purchase up to US$3,300,000 of shares at the same exercise price, for expected gross proceeds of US$3,300,000.

Insights

Capital markets analyst

NaaS restructures share capital and raises US$3,300,000 via a deeply priced equity and warrant deal.

NaaS Technology Inc. is undertaking multiple linked actions: a par value reduction, technical PIPE share adjustments, repricing existing 2025 Warrants, and a new 2026 share and warrant issuance for cash. The par value cut to US$0.000001 with total share capital of US$52,000 is largely a technical step that can support very large share counts.

The 2025 Warrants’ exercise price rises from US$0.79 to US$2.2 per ADS, which reduces in-the-money value for holders and can lessen potential near-term warrant overhang per ADS. Each ADS represents 3,200 Class A ordinary shares, so warrant economics are highly geared to the underlying share price.

The 2026 Securities Purchase Agreement covers 4,800,000,000 new Class A ordinary shares at US$0.0006875 each plus 2026 Warrants to buy up to US$3,300,000 of additional shares at the same price, with expected gross proceeds of US$3,300,000. The overall impact on existing holders will depend on the company’s pre‑transaction share count and how extensively the new warrants are exercised, which are not detailed in this excerpt.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital raise did NaaS Technology Inc. (NAAS) announce in this 6-K?

NaaS agreed to sell 4,800,000,000 Class A ordinary shares at US$0.0006875 per share and issue 2026 Warrants, expecting gross proceeds of US$3,300,000. The warrants allow investors to purchase additional shares at the same exercise price.

How did NaaS Technology Inc. (NAAS) change its share capital structure?

Shareholders approved a Fourth Amended and Restated Memorandum and Articles of Association, reducing par value per share from US$0.01 to US$0.000001. After this change, total authorized and issued share capital is US$52,000, enabling a very large number of low-par-value shares.

What happened to the 2025 Warrants issued by NaaS Technology Inc. (NAAS)?

NaaS and the 2025 Warrant Holders signed amendments raising the exercise price from US$0.79 to US$2.2 per ADS. Each ADS represents 3,200 Class A ordinary shares, so this change makes exercising those warrants more expensive per ADS than before.

What are the key terms of the 2026 Warrants issued by NaaS Technology Inc. (NAAS)?

The 2026 Warrants permit investors to purchase up to US$3,300,000 of NaaS Class A ordinary shares at an exercise price of US$0.0006875 per share. These warrants are issued together with the primary 4,800,000,000-share subscription financing.

Why did NaaS Technology Inc. (NAAS) repurchase and reissue 2025 PIPE shares?

Following its Memorandum and Articles of Association amendment and share capital reduction, NaaS entered 2025 PIPE Supplementary Agreements to repurchase and reissue previously issued Class A shares. This step aligns earlier PIPE share issuances with the new capital structure terms.

How are NaaS Technology Inc. (NAAS) ADSs related to its Class A ordinary shares?

Each American Depositary Share (ADS) of NaaS represents 3,200 Class A ordinary shares. This ratio is important for interpreting prices and warrant terms that are quoted per ADS while the underlying equity consists of ordinary shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/06/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number: 001-38235

NaaS Technology Inc.

(Registrant’s Name)

Newlink Center, Area G, Building 7, Huitong Times Square,

No.1 Yaojiayuan South Road, Chaoyang District, Beijing, China

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Fourth Amended and Restated Memorandum and Articles of Association

On January 23, 2026, the shareholders of NaaS Technology Inc. (the “Company”) approved a special resolution to amend and restate the Company’s Third Amended and Restated Memorandum and Articles of Association to the Fourth Amended and Restated Memorandum and Articles of Association, which has become effective on January 29, 2026. Under the Company’s Fourth Amended and Restated Memorandum and Articles of Association, the par value of each authorized and issued share in the capital of the Company has been amended from US$0.01 to US$0.000001, such that following the amendment, the authorized and issued share capital of the Company shall be US$52,000 (the “Share Capital Reduction”).

A copy of the Company’s Fourth Amended and Restated Memorandum and Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Repurchase and Reissuance of Class A Ordinary Shares

On November 4, 2025, the Company and certain investors, including the Company’s related parties (collectively, the “2025 PIPE Investors”), have entered into share subscription agreements (the “2025 PIPE Agreements”), pursuant to which the Company as issued certain Class A ordinary shares to each of the 2025 PIPE Investors in accordance with the terms and conditions of the 2025 PIPE Agreements and no purchase price in respect of any of the purchases under the 2025 PIPE Agreements has been paid. In consideration of the Company’s recent amendment of its Memorandum and Articles of Association, and to reflect the Share Capital Reduction of the Company, on February 27, 2026, the Company has entered into supplementary agreements (the “2025 PIPE Supplementary Agreements”) with the 2025 PIPE Investors to repurchase and reissue the shares issued under the 2025 PIPE Agreements, subject to terms and conditions of the 2025 PIPE Supplementary Agreements.

A copy of the form of 2025 PIPE Supplementary Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Reprice of 2025 Warrants

Pursuant to a securities purchase agreement dated March 31, 2025, the Company issued to certain investors (the “2025 Warrant Holders”) warrants (the “2025 Warrants”) to purchase the Company’s Class A ordinary shares represented by American Depositary Shares (“ADSs”) at the exercise price of US$0.79 per ADS. On March 6, 2026, the Company and the 2025 Warrant Holders entered into Amendments to the 2025 Warrants (the “2025 Warrant Amendments”), to amend the exercise price to US$2.2 per ADS, subject to terms and conditions of the 2025 Warrant Amendments.

As of the date of this Form 6-K, each ADS represents 3,200 Class A ordinary shares of the Company.

A copy of the form of 2025 Warrant Amendments is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Issuance of Class A Ordinary Shares and 2026 Warrant

On March 6, 2026, the Company entered into a share subscription agreement (the “2026 Securities Purchase Agreement”) with certain accredited investors for the purchase and sale of (i) a total of 4,800,000,000 Class A ordinary shares of the Company, at a price of US$0.0006875 per Class A ordinary share and (ii) warrants (the “2026 Warrants”) to purchase up to US$3,300,000 of the Company’s Class A ordinary shares at an exercise price of US$0.0006875 per share, each subject to terms and conditions set forth in the 2026 Securities Purchase Agreement. Upon closing of the 2026 Securities Purchase Agreement, the Company expects to receive gross proceeds of US$3,300,000.

Copies of the forms of the 2026 Securities Purchase Agreement and 2026 Warrant are attached hereto as Exhibit 10.2 and Exhibit 4.2, respectively, and are incorporated herein by reference.

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EXHIBIT INDEX

Exhibit No.		Description
3.1		Fourth Amended and Restated Memorandum and Articles of Association, effective on January 29, 2026
4.1		Form of Amendment to Warrant to Purchase Ordinary Shares Represented by American Depository Shares
4.2		Form of 2026 Warrant
10.1		Form of Supplementary Agreement to Share Subscription Agreement dated February 27, 2026
10.2		Form of Securities Purchase Agreement dated March 6, 2026

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NaaS Technology Inc.
	By	:	/s/ Steven Sim
	Name	:	Steven Sim
	Title	:	Chief Financial Officer

Date: March 6, 2026

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Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 35.8 KB
• EX-10.2 EXHIBIT 10.2 118.4 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 314.0 KB
• EX-4.1 EXHIBIT 4.1 27.6 KB
• EX-4.2 EXHIBIT 4.2 74.9 KB
• EX-3 GRAPHIC 7.4 KB
• EX-3 GRAPHIC 7.4 KB