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 April 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 ☐
The
following table presents our consolidated statements of profit or loss and other comprehensive income for the years indicated:
NAAS
TECHNOLOGY INC
CONSOLIDATED
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| | |
Year ended December 31, | |
| | |
2023 | | |
2024 | | |
2025 | | |
2025 | |
| | |
RMB’000 | | |
RMB’000 | | |
RMB’000 | | |
US$’000 | |
| | |
| | |
| | |
| | |
| |
| Continuing operations | |
| | |
| | |
| | |
| |
| Revenues | |
| | |
| | |
| | |
| |
| Charging services revenues | |
| 129,434 | | |
| 169,093 | | |
| 118,816 | | |
| 16,990 | |
| Energy solutions revenues | |
| 100,545 | | |
| 25,516 | | |
| 765 | | |
| 109 | |
| New initiatives revenues | |
| 3,384 | | |
| 6,367 | | |
| 5,558 | | |
| 795 | |
| Total revenues | |
| 233,363 | | |
| 200,976 | | |
| 125,139 | | |
| 17,894 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenues | |
| (170,174 | ) | |
| (112,434 | ) | |
| (17,619 | ) | |
| (2,519 | ) |
| Gross profit | |
| 63,189 | | |
| 88,542 | | |
| 107,520 | | |
| 15,375 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Selling and marketing expenses | |
| (438,609 | ) | |
| (198,863 | ) | |
| (150,506 | ) | |
| (21,522 | ) |
| Administrative expenses | |
| (568,446 | ) | |
| (374,644 | ) | |
| (133,135 | ) | |
| (19,038 | ) |
| Research and development expenses | |
| (61,608 | ) | |
| (42,070 | ) | |
| (14,599 | ) | |
| (2,088 | ) |
| Impairment losses, net | |
| (73,816 | ) | |
| (300,921 | ) | |
| (81,558 | ) | |
| (11,663 | ) |
| Total operating expenses | |
| (1,142,479 | ) | |
| (916,498 | ) | |
| (379,798 | ) | |
| (54,311 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other gains, net | |
| 24,083 | | |
| 20,928 | | |
| 6,484 | | |
| 927 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating loss | |
| (1,055,207 | ) | |
| (807,028 | ) | |
| (265,794 | ) | |
| (38,009 | ) |
| Fair value changes of financial instruments at fair value through profit or loss | |
| (203,663 | ) | |
| (80,322 | ) | |
| (126,749 | ) | |
| (18,125 | ) |
| Finance costs | |
| (31,852 | ) | |
| (39,838 | ) | |
| (32,567 | ) | |
| (4,656 | ) |
| Loss before income tax | |
| (1,290,722 | ) | |
| (927,188 | ) | |
| (425,110 | ) | |
| (60,790 | ) |
| Income tax | |
| (3,308 | ) | |
| 19,150 | | |
| — | | |
| — | |
| Loss from continuing operations | |
| (1,294,030 | ) | |
| (908,038 | ) | |
| (425,110 | ) | |
| (60,790 | ) |
| Loss from discontinued operations | |
| (13,120 | ) | |
| (6,404 | ) | |
| (24,857 | ) | |
| (3,555 | ) |
| Net loss | |
| (1,307,150 | ) | |
| (914,442 | ) | |
| (449,967 | ) | |
| (64,345 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to: | |
| | | |
| | | |
| | | |
| | |
| Equity holders of the Company | |
| (1,306,913 | ) | |
| (913,484 | ) | |
| (438,955 | ) | |
| (62,770 | ) |
| Non-controlling interests | |
| (237 | ) | |
| (958 | ) | |
| (11,012 | ) | |
| (1,575 | ) |
| | |
| (1,307,150 | ) | |
| (914,442 | ) | |
| (449,967 | ) | |
| (64,345 | ) |
| Basic and diluted loss per share for loss from continuing operations attributable to the ordinary shareholders of the Company (Expressed in RMB per share) | |
| | | |
| | | |
| | | |
| | |
| Basic loss per share | |
| (0.57 | ) | |
| (0.35 | ) | |
| (0.04 | ) | |
| (0.01 | ) |
| Diluted loss per share | |
| (0.57 | ) | |
| (0.35 | ) | |
| (0.04 | ) | |
| (0.01 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted loss per share for loss attributable to the ordinary shareholders of the Company (Expressed in RMB per share) | |
| | | |
| | | |
| | | |
| | |
| Basic loss per share | |
| (0.58 | ) | |
| (0.35 | ) | |
| (0.05 | ) | |
| (0.01 | ) |
| Diluted loss per share | |
| (0.58 | ) | |
| (0.35 | ) | |
| (0.05 | ) | |
| (0.01 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss for the year | |
| (1,307,150 | ) | |
| (914,442 | ) | |
| (449,967 | ) | |
| (64,345 | ) |
| Other comprehensive (loss)/income that will not be reclassified to profit or loss in subsequent periods: | |
| | | |
| | | |
| | | |
| | |
| – Fair value changes on equity investment designated at fair value through other comprehensive income, net of tax | |
| (24,090 | ) | |
| (37,127 | ) | |
| 25,754 | | |
| 3,683 | |
| – Own-credit risk portion of fair value changes on convertible bonds designated at fair value through profit or loss, net of tax | |
| — | | |
| — | | |
| 121,652 | | |
| 17,396 | |
| – Currency translation differences | |
| (6,408 | ) | |
| 5,632 | | |
| (3,050 | ) | |
| (436 | ) |
| Other comprehensive (loss)/income for the year, net of tax | |
| (30,498 | ) | |
| (31,495 | ) | |
| 144,356 | | |
| 20,643 | |
| Total comprehensive loss for the year | |
| (1,337,648 | ) | |
| (945,937 | ) | |
| (305,611 | ) | |
| (43,702 | ) |
| Total comprehensive loss attributable to: | |
| | | |
| | | |
| | | |
| | |
| Equity holders of the Company | |
| (1,337,411 | ) | |
| (944,979 | ) | |
| (294,599 | ) | |
| (42,127 | ) |
| Non-controlling interests | |
| (237 | ) | |
| (958 | ) | |
| (11,012 | ) | |
| (1,575 | ) |
| | |
| (1,337,648 | ) | |
| (945,937 | ) | |
| (305,611 | ) | |
| (43,702 | ) |
The
following table presents our consolidated statements of financial position for the years indicated:
NAAS
TECHNOLOGY INC
CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
| | |
As of December 31, | |
| | |
2024 | | |
2025 | | |
2025 | |
| | |
RMB’000 | | |
RMB’000 | | |
US$’000 | |
| | |
| | |
| | |
| |
| ASSETS | |
| | |
| | |
| |
| Current assets | |
| | |
| | |
| |
| Cash and cash equivalents | |
| 126,614 | | |
| 81,154 | | |
| 11,605 | |
| Trade receivables, net | |
| 44,506 | | |
| 21,714 | | |
| 3,105 | |
| Financial assets measured at fair value | |
| 45 | | |
| 1,291 | | |
| 185 | |
| Inventories | |
| — | | |
| 17 | | |
| 2 | |
| Prepayments, other receivables and other assets, net | |
| 204,177 | | |
| 105,724 | | |
| 15,118 | |
| Other financial assets | |
| 9,129 | | |
| — | | |
| — | |
| Assets classified as held for sale | |
| 55,026 | | |
| 4,148 | | |
| 593 | |
| Total current assets | |
| 439,497 | | |
| 214,048 | | |
| 30,608 | |
| Non-current assets | |
| | | |
| | | |
| | |
| Right-of-use assets | |
| 4,804 | | |
| 2,794 | | |
| 400 | |
| Financial assets measured at fair value, non-current | |
| 198,949 | | |
| 92,396 | | |
| 13,211 | |
| Investments accounted for using equity method | |
| 411 | | |
| 421 | | |
| 60 | |
| Property, plant and equipment, net | |
| 2,601 | | |
| 1,127 | | |
| 161 | |
| Intangible assets, net | |
| 2,335 | | |
| 1,592 | | |
| 228 | |
| Other non-current assets | |
| 2,047 | | |
| 194 | | |
| 28 | |
| Total non-current assets | |
| 211,147 | | |
| 98,524 | | |
| 14,088 | |
| Total assets | |
| 650,644 | | |
| 312,572 | | |
| 44,696 | |
| LIABILITIES AND EQUITY | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Borrowings, current | |
| 772,978 | | |
| 501,763 | | |
| 71,751 | |
| Current lease liabilities | |
| 1,254 | | |
| 1,469 | | |
| 210 | |
| Trade payables | |
| 104,224 | | |
| 230,832 | | |
| 33,009 | |
| Income tax payables | |
| 796 | | |
| 796 | | |
| 114 | |
| Other payables and accruals | |
| 179,051 | | |
| 358,357 | | |
| 51,244 | |
| Financial liabilities at fair value through profit or loss | |
| 241,524 | | |
| 22,044 | | |
| 3,152 | |
| Liabilities relating to assets classified as held for sale | |
| 50,586 | | |
| 7,903 | | |
| 1,130 | |
| Total current liabilities | |
| 1,350,413 | | |
| 1,123,164 | | |
| 160,610 | |
| Non-current liabilities | |
| | | |
| | | |
| | |
| Borrowings, non-current | |
| 51,067 | | |
| 80,961 | | |
| 11,577 | |
| Non-current lease liabilities | |
| 3,298 | | |
| 1,121 | | |
| 160 | |
| Total non-current liabilities | |
| 54,365 | | |
| 82,082 | | |
| 11,737 | |
| Total liabilities | |
| 1,404,778 | | |
| 1,205,246 | | |
| 172,347 | |
| EQUITY | |
| | | |
| | | |
| | |
| Share capital | |
| 186,678 | | |
| 239 | | |
| 34 | |
| Subscription receivable | |
| (4,696 | ) | |
| (138,363 | ) | |
| (19,787 | ) |
| Treasury shares | |
| (6,862 | ) | |
| (1 | ) | |
| — | * |
| Warrant outstanding | |
| 29,587 | | |
| 29,587 | | |
| 4,231 | |
| Additional paid-in capital | |
| 7,389,684 | | |
| 7,818,000 | | |
| 1,117,960 | |
| Other reserves | |
| (97,194 | ) | |
| 47,162 | | |
| 6,744 | |
| Accumulated losses | |
| (8,251,652 | ) | |
| (8,690,607 | ) | |
| (1,242,740 | ) |
| Non-controlling interests | |
| 321 | | |
| 41,309 | | |
| 5,907 | |
| Total equity | |
| (754,134 | ) | |
| (892,674 | ) | |
| (127,651 | ) |
| Total equity and liabilities | |
| 650,644 | | |
| 312,572 | | |
| 44,696 | |
| * | Representing
amounts less than RMB1,000. |
2025
Full Year Financial and Operational Highlights
| ● | Significant
Gross Margin Expansion: Gross margin expanded by 42 percentage points year-over-year to 86% in 2025, from 44% in 2024, driven by
the Company's ongoing transition to an asset-light, platform-based operating model. |
| ● | Positive
Operating Cash Flow Achieved for the First Time on a Full-Year Basis: Net cash generated from operating activities was RMB0.5 million
in 2025, compared with net cash used in operating activities of RMB179.1 million in 2024, marking a meaningful inflection in the Company's
cash generation capability. |
| ● | Technology-Driven
Business Development: The Company, leveraging its artificial intelligence technology, carbon asset management capabilities, and digital
tools, completed a carbon asset transaction of 21,000 metric tons related to electric vehicle charging in Wuhan, and explored a new monetization
path. |
Ms.
Yang Wang, Chief Executive Officer of NaaS, commented, "In 2025, we executed decisively on our strategic transformation, sharpening
our focus on our asset-light, platform-based business model while systematically exiting capital-intensive offline operations. These
actions drove meaningful improvements in operating efficiency and brought us significantly closer to sustainable profitability. Looking
ahead, we will continue to harness artificial intelligence to enhance supply-demand matching in EV charging and further develop our enterprise
energy management capabilities as corporate fleet electrification accelerates."
Mr.
Steven Sim, Chief Financial Officer of NaaS, added, "Our full year 2025 results demonstrate the tangible financial impact of our
strategic repositioning. Substantial gross margin expansion, combined with a return to positive operating cash flow on a full-year basis,
reflects the structural improvements we have made across the business. Supported by a more durable and flexible financial foundation,
we are well-positioned to sustain this trajectory and deliver long-term value for our shareholders."
Recent
Developments
1.
2024 ESG Report and Recognition
In
August 2025, NaaS published its 2024 Environmental, Social and Governance (ESG) Report, reaffirming the Company's long-term commitment
to achieving net-zero greenhouse gas emissions across Scopes 1, 2 and 3 by 2050. The Company received broad recognition from leading
international ESG frameworks during the year, including a top 1% ranking in S&P Global's Corporate Sustainability Assessment within
the global retailing sector, an "A" rating from the CDP Climate Change Assessment, and a Sustainable Fitch ESG Entity Rating
of 78, the highest in the Asia-Pacific region. These distinctions reflect NaaS's position as a recognized leader in sustainable mobility.
2.
Completion of 21,000-Ton Carbon Asset Transaction
In
December 2025, NaaS and its strategic partner Kuaidian, completed a 21,000-ton carbon-inclusive credit transaction related to EV charging
scenarios in Wuhan. Building on the Company's inaugural carbon credit transaction completed in January 2025, this milestone represents
a significant breakthrough in the implementation of carbon-inclusion mechanisms within the green transportation sector at a regional
level. In connection with the transaction, NaaS leveraged its self-developed carbon asset trading platform to provide end-to-end solutions
spanning carbon asset development, digital ledger management, certification application, transaction matchmaking and settlement execution.
The transaction further demonstrates the Company's commitment to advancing carbon asset monetization and its efficacy in supporting China's
"Dual Carbon" goals.
2025
Full Year Financial Results
Revenue
Total
revenues were RMB125.1 million in 2025, compared with RMB201.0 million in 2024, primarily reflecting the Company's deliberate strategic
exit from capital-intensive, lower-margin businesses.
| ● | Charging
Services: Charging services revenues decreased from RMB169.1 million in 2024 to RMB118.8 million in 2025. The decline was primarily
driven by a RMB44.2 million reduction in revenues from the full station operation model, as the Company proactively wound down this capital-intensive,
cash-consuming business in favor of its asset-light platform model. |
| ● | Energy
Solutions: Energy solutions revenues decreased from RMB25.5 million in 2024 to RMB0.8 million in 2025, reflecting the Company's continued
strategic scaling-back of working capital-intensive offline businesses, including charging pile sales and EPC engineering projects. |
| ● | New
Initiatives: New initiatives revenues were RMB5.6 million in 2025, compared with RMB6.4 million in 2024. |
Cost
of Revenues
Total
cost of revenues decreased by 84% year-over-year to RMB17.6 million in 2025, from RMB112.4 million in 2024, reflecting the significant
cost structure improvement resulting from the Company's shift to an asset-light operating model.
| ● | Cost
of charging services decreased from RMB84.6 million in 2024 to RMB16.8 million in 2025, primarily attributable to a RMB50.0 million
reduction in full station operation costs following the phase-out of that model, and a RMB17.8 million reduction in the cost of providing
mobility connectivity solutions driven by operational efficiencies. |
| ● | Cost
of energy solutions decreased from RMB27.6 million in 2024 to RMB0.3 million in 2025, consistent with the substantial reduction in
the scale of the Company's energy solutions business. |
| ● | Cost
of new initiatives was RMB0.5 million in 2025, compared with RMB0.3 million in 2024, reflecting modestly higher operating costs associated
with the Company's non-charging service offerings. |
Gross
Margin
Gross
margin expanded by 42 percentage points to 86% in 2025, from 44% in 2024, primarily driven by the significant shift in revenue mix toward
the Company's higher-margin, asset-light platform business and the concurrent phase-out of lower-margin full station operation and offline
energy solution activities.
Operating
Expenses
Total
operating expenses decreased by 59% year-over-year to RMB379.8 million in 2025, from RMB916.5 million in 2024, reflecting the Company's
sustained efforts to improve operational efficiency and rationalize its cost base.
| ● | Selling
and marketing expenses were RMB150.5 million in 2025, compared with RMB198.9 million in 2024, a decrease of 24%, primarily reflecting
lower employee compensation and share-based compensation expenses. |
| ● | General
and administrative expenses were RMB133.1 million in 2025, compared with RMB374.6 million in 2024, a decrease of 64%, primarily attributable
to significant reductions in employee compensation and share-based compensation expenses. |
| ● | Research
and development expenses were RMB14.6 million in 2025, a decrease of 65% from RMB42.1 million in 2024, reflecting a more focused
allocation of technical resources in line with the Company's strategic priorities. |
Impairment
Loss
The
Company recorded a net impairment loss of RMB81.6 million in 2025, compared with RMB300.9 million in 2024, primarily due to a reduction
in impairment loss on prepayments and other financial assets.
Net
Income
Net
loss for the year was RMB450.0 million in 2025, compared with RMB914.4 million in 2024, narrowing by 51% year-over-year. Net loss attributable
to ordinary shareholders of the Company was RMB439.0 million, compared with RMB913.5 million in 2024, a reduction of 52%.
Cash
Position
Cash
and cash equivalents were RMB81.2 million as of December 31, 2025, compared with RMB126.6 million as of December 31, 2024. Notably, the
Company generated positive net operating cash flow for the full year for the first time, a significant milestone in the Company's path
toward financial sustainability. Net cash generated from operating activities was RMB0.5 million in 2025, compared with net cash used
in operating activities of RMB179.1 million in 2024.
Exchange
Rate
This
Form 6-K contains translations of certain RMB amounts into USD at specified rates solely for the convenience of the reader. Unless otherwise
stated, all translations from RMB to USD were made at the rate of RMB6.9931 to US$1.00, the noon buying rate in effect on December 31,
2025, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred
could be converted into USD or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages
are calculated using the numbers presented in the financial statements contained in this Form 6-K.
Forward
Looking Statements
The
information in this Form 6-K includes statements of a forward-looking nature. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology
such as “will,” “expects,” “believes,” “anticipates,” “intends,” “estimates”
and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations,
assumptions, estimates and projections about the Company and the industry. All information provided in this Form 6-K is as of the
date hereof, and the Company undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations
expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct,
and investors are cautioned that actual results may differ materially from the anticipated results. A number of factors could cause actual
results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NaaS’
goals and strategies; its future business development, financial conditions and results of operations; its ability to continuously develop
new technology, services and products and keep up with changes in the industries in which it operates; growth of China’s EV charging
industry and EV charging service industry and NaaS’ future business development; demand for and market acceptance of NaaS’
products and services; NaaS’ ability to protect and enforce its intellectual property rights; NaaS’ ability to attract and
retain qualified executives and personnel; the COVID-19 pandemic and the effects of government and other measures that have been or will
be taken in connection therewith; U.S.-China trade war and its effect on NaaS’ operation, fluctuations of the RMB exchange rate,
and NaaS’ ability to obtain adequate financing for its planned capital expenditure requirements; NaaS’ relationships with
end-users, customers, suppliers and other business partners; competition in the industry; relevant government policies and regulations
related to the industry; and fluctuations in general economic and business conditions in China and globally. Further information regarding
these and other risks is included in NaaS’ filings with the SEC.
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:
April 16, 2026
