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 August 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 unaudited condensed
consolidated statements of profit or loss and other comprehensive income for the periods indicated:
NAAS
TECHNOLOGY INC
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| | |
For the Six Months ended June 30, | |
| | |
2025 | | |
2026 | | |
2026 | |
| | |
RMB’000 | | |
RMB’000 | | |
US$’000 | |
| Continuing operations | |
| | |
| | |
| |
| Revenues | |
| | |
| | |
| |
| Charging services revenues | |
| 63,531 | | |
| 43,943 | | |
| 6,476 | |
| Energy solutions revenues | |
| 454 | | |
| 69 | | |
| 10 | |
| New initiatives revenues | |
| 2,616 | | |
| 1,449 | | |
| 214 | |
| Total revenues | |
| 66,601 | | |
| 45,461 | | |
| 6,700 | |
| | |
| | | |
| | | |
| | |
| Cost of revenues | |
| (2,227 | ) | |
| (6,789 | ) | |
| (1,001 | ) |
| Gross profit | |
| 64,374 | | |
| 38,672 | | |
| 5,699 | |
| | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | |
| Selling and marketing expenses | |
| (57,692 | ) | |
| (10,851 | ) | |
| (1,599 | ) |
| General and administrative expenses | |
| (54,026 | ) | |
| (4,797 | ) | |
| (707 | ) |
| Research and development expenses | |
| (7,522 | ) | |
| (3,971 | ) | |
| (585 | ) |
| Reversal of impairment losses, net | |
| 14,742 | | |
| 569 | | |
| 84 | |
| Total operating expenses | |
| (104,498 | ) | |
| (19,050 | ) | |
| (2,807 | ) |
| | |
| | | |
| | | |
| | |
| Other gains, net | |
| 1,015 | | |
| 9,302 | | |
| 1,371 | |
| | |
| | | |
| | | |
| | |
| Operating (loss)/profit | |
| (39,109 | ) | |
| 28,924 | | |
| 4,263 | |
| Fair value changes of financial instruments at fair value through profit or loss | |
| 137,022 | | |
| (394 | ) | |
| (58 | ) |
| Finance costs | |
| (17,989 | ) | |
| (18,357 | ) | |
| (2,705 | ) |
| Profit before income tax | |
| 79,924 | | |
| 10,173 | | |
| 1,500 | |
| Income tax | |
| — | | |
| — | | |
| — | |
| Profit from continuing operations | |
| 79,924 | | |
| 10,173 | | |
| 1,500 | |
| (Loss)/profit from discontinued operations | |
| (14,553 | ) | |
| 9,607 | | |
| 1,416 | |
| Net profit | |
| 65,371 | | |
| 19,780 | | |
| 2,916 | |
| | |
| | | |
| | | |
| | |
| Net profit attributable to: | |
| | | |
| | | |
| | |
| Equity holders of the Company | |
| 66,072 | | |
| 16,108 | | |
| 2,375 | |
| Non-controlling interests | |
| (701 | ) | |
| 3,672 | | |
| 541 | |
| | |
| 65,371 | | |
| 19,780 | | |
| 2,916 | |
| | |
| | | |
| | | |
| | |
| Basic and diluted earnings/(loss) per share for profit from continuing operations attributable to the ordinary shareholders of the Company (Expressed in RMB per share) | |
| | | |
| | | |
| | |
| Basic earnings per share | |
| 0.0164 | | |
| 0.0002 | | |
| — | * |
| Diluted (loss)/earnings per share | |
| (0.0049 | ) | |
| 0.0002 | | |
| — | * |
| | |
| | | |
| | | |
| | |
| Basic and diluted earnings/(loss) per share for profit attributable to the ordinary shareholders of the Company (Expressed in RMB per share) | |
| | | |
| | | |
| | |
| Basic earnings per share | |
| 0.0136 | | |
| 0.0005 | | |
| 0.0001 | |
| Diluted (loss)/earnings per share | |
| (0.0061 | ) | |
| 0.0005 | | |
| 0.0001 | |
| | |
| | | |
| | | |
| | |
| Net profit for the period | |
| 65,371 | | |
| 19,780 | | |
| 2,916 | |
| Other comprehensive income/(loss) 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 | |
| 11,504 | | |
| (14,538 | ) | |
| (2,143 | ) |
| – Currency translation differences | |
| (786 | ) | |
| 946 | | |
| 139 | |
| Other comprehensive income/(loss) for the period, net of tax | |
| 10,718 | | |
| (13,592 | ) | |
| (2,004 | ) |
| Total comprehensive income for the period | |
| 76,089 | | |
| 6,188 | | |
| 912 | |
| Total comprehensive income attributable to: | |
| | | |
| | | |
| | |
| Equity holders of the Company | |
| 76,790 | | |
| 2,516 | | |
| 371 | |
| Non-controlling interests | |
| (701 | ) | |
| 3,672 | | |
| 541 | |
| | |
| 76,089 | | |
| 6,188 | | |
| 912 | |
| * | Representing
an amount less than US$0.0001. |
The
following table presents our unaudited condensed consolidated statements of financial position:
NAAS
TECHNOLOGY INC
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| | |
As of | |
| | |
December 31,
2025 | | |
June 30,
2026 | |
| | |
RMB’000 | | |
RMB’000 | | |
US$’000 | |
| | |
| | |
| | |
| |
| ASSETS | |
| | |
| | |
| |
| Current assets | |
| | |
| | |
| |
| Cash and cash equivalents | |
| 81,154 | | |
| 77,233 | | |
| 11,383 | |
| Trade receivables, net | |
| 21,714 | | |
| 18,266 | | |
| 2,692 | |
| Financial assets measured at fair value | |
| 1,291 | | |
| — | | |
| — | |
| Inventories | |
| 17 | | |
| 17 | | |
| 3 | |
| Prepayments, other receivables and other assets, net | |
| 105,724 | | |
| 116,992 | | |
| 17,242 | |
| Assets classified as held for sale | |
| 4,148 | | |
| — | | |
| — | |
| Total current assets | |
| 214,048 | | |
| 212,508 | | |
| 31,320 | |
| | |
| | | |
| | | |
| | |
| Non-current assets | |
| | | |
| | | |
| | |
| Right-of-use assets, net | |
| 2,794 | | |
| — | | |
| — | |
| Financial assets measured at fair value, non-current | |
| 92,396 | | |
| 77,858 | | |
| 11,475 | |
| Investments accounted for using equity method | |
| 421 | | |
| 420 | | |
| 62 | |
| Property, plant and equipment, net | |
| 1,127 | | |
| 722 | | |
| 106 | |
| Intangible assets, net | |
| 1,592 | | |
| 1,220 | | |
| 180 | |
| Other non-current assets | |
| 194 | | |
| — | | |
| — | |
| Total non-current assets | |
| 98,524 | | |
| 80,220 | | |
| 11,823 | |
| Total assets | |
| 312,572 | | |
| 292,728 | | |
| 43,143 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND EQUITY | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Borrowings, current | |
| 501,763 | | |
| 519,069 | | |
| 76,501 | |
| Current lease liabilities | |
| 1,469 | | |
| — | | |
| — | |
| Trade payables | |
| 230,832 | | |
| 240,447 | | |
| 35,438 | |
| Income tax payables | |
| 796 | | |
| 796 | | |
| 117 | |
| Other payables and accruals | |
| 358,357 | | |
| 368,328 | | |
| 54,285 | |
| Financial liabilities at fair value through profit or loss | |
| 22,044 | | |
| — | | |
| — | |
| Liabilities relating to assets classified as held for sale | |
| 7,903 | | |
| — | | |
| — | |
| Total current liabilities | |
| 1,123,164 | | |
| 1,128,640 | | |
| 166,341 | |
| | |
| | | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | | |
| | |
| Borrowings, non-current | |
| 80,961 | | |
| 54,427 | | |
| 8,022 | |
| Non-current lease liabilities | |
| 1,121 | | |
| — | | |
| — | |
| Total non-current liabilities | |
| 82,082 | | |
| 54,427 | | |
| 8,022 | |
| Total liabilities | |
| 1,205,246 | | |
| 1,183,067 | | |
| 174,363 | |
| | |
| | | |
| | | |
| | |
| EQUITY | |
| | | |
| | | |
| | |
| Share capital | |
| 239 | | |
| 272 | | |
| 40 | |
| Subscription receivable | |
| (138,363 | ) | |
| (161,141 | ) | |
| (23,749 | ) |
| Treasury shares | |
| (1 | ) | |
| (1 | ) | |
| — | * |
| Warrants outstanding | |
| 29,587 | | |
| 29,587 | | |
| 4,360 | |
| Additional paid-in capital | |
| 7,818,000 | | |
| 7,836,892 | | |
| 1,155,015 | |
| Other reserves | |
| 47,162 | | |
| 33,570 | | |
| 4,948 | |
| Accumulated losses | |
| (8,690,607 | ) | |
| (8,674,499 | ) | |
| (1,278,463 | ) |
| Non-controlling interests | |
| 41,309 | | |
| 44,981 | | |
| 6,629 | |
| Total equity | |
| (892,674 | ) | |
| (890,339 | ) | |
| (131,220 | ) |
| Total equity and liabilities | |
| 312,572 | | |
| 292,728 | | |
| 43,143 | |
| * | Representing
an amount with an absolute value of less than US$1,000 (including negative amounts). |
2026
First Half Financial and Operational Highlights
| ● | First
Operating Profit in the Company’s History: The Company recorded an operating profit of RMB28.9 million (US$4.3 million) in
the first half of 2026, compared with an operating loss of RMB39.1 million in the same period last year, marking the first operating
profit in the Company’s history and reflecting its transition to an asset-light, platform-based operating model. |
| ● | Second
Consecutive First Half in Both Positive Net Profit and Positive Operating Cash Flow: Net profit was RMB19.8 million (US$2.9 million)
in the first half of 2026, following net profit of RMB65.4 million in the first half of 2025, reflecting the Company's consecutive first
half of positive net profit. Net cash generated from operating activities was RMB39.7 million (US$5.9 million) in the first half of 2026,
compared to RMB13.0 million during the same period of 2025, reflecting the Company’s increasing self-sufficiency in funding operations. |
| ● | Substantially
Leaner Cost Base: Total operating expenses decreased by 82% to RMB19.1 million (US$2.8 million) in the first half of 2026 from RMB104.5
million in the same period last year, materially lowering the Company’s break-even point. |
Ms.
Yang Wang, Chief Executive Officer of NaaS, commented, “The first half of 2026 marked a defining moment for NaaS with our first
operating profit since inception. This is the direct outcome of a multi-year strategic transformation in which we exited capital-intensive
offline operations and rebuilt the business around an asset-light charging services platform. With a cost base now aligned to that model,
we intend to direct our resources toward AI-powered supply-and-demand matching and enterprise-grade energy management services as corporate
fleet electrification accelerates.”
Mr.
Steven Sim, Chief Financial Officer of NaaS, added, “Achieving operating profitability reflects a permanently lower cost base rather
than a favorable period. Gross margin was 85% in the first half, consistent with the 86% we delivered for the full year 2025. We reduced
operating expenses by 82% year over year to RMB19.1 million, substantially lowering our breakeven threshold, and reduced cash consumption
to RMB5.0 million in the first half from RMB52.0 million a year ago. We will maintain that rigorous financial discipline while integrating
the assets we acquired in July and selectively allocating capital to initiatives that support long-term value creation for our shareholders.”
Business
Updates
Inclusion
in the S&P Global Sustainability Yearbook 2025
In
February 2026, NaaS was selected for inclusion in the S&P Global Sustainability Yearbook 2025, a globally recognized benchmark of
corporate sustainability performance. The Yearbook is based on the S&P Global Corporate Sustainability Assessment, which evaluated
more than 9,200 companies worldwide for the 2025 edition. 848 were selected for inclusion, with 57 from China. NaaS was one of only two
companies selected within the Retailing — Mainland China industry classification
Completion
of Strategic Acquisitions
In
July 2026, subsequent to the end of the reporting period, the Company completed the acquisition of China Newlink Holding Limited. China
Newlink Holding Limited holds a proprietary electric vehicle and energy data portfolio. The transaction extends the Company’s service
ecosystem, and strengthens its consumer-facing engagement and AI-power monetization capabilities across the mobility sector.
2026
First Half Financial Results
Revenue
Total
revenues were RMB45.5 million (US$6.7 million) in the first half of 2026, compared with RMB66.6 million in the same period last year,
primarily reflecting the Company’s continued prioritization of order quality and profitability over transaction volume under its
asset-light platform model.
| ● | Charging
Services: Charging services revenues were RMB43.9 million in the first half of 2026, compared with RMB63.5 million in the same period
last year. The decrease primarily reflects the Company’s sustained emphasis on high-quality, profitable charging orders and the
continued refinement of its charging services portfolio. |
| ● | Energy
Solutions: Energy solutions revenues were RMB0.1 million in the first half of 2026, compared with RMB0.5 million in the same period
last year, consistent with the Company’s continued scale down of working capital-intensive offline businesses. |
| ● | New
Initiatives: New initiatives revenues were RMB1.4 million in the first half of 2026, compared with RMB2.6 million in the same period
last year. |
Cost
of Revenues
Total
cost of revenues was RMB6.8 million (US$1.0 million) in the first half of 2026, compared with RMB2.2 million in the same period last
year, primarily due to a net credit to share-based compensation expense of RMB5.7 million recognized within cost of revenues in the prior-year
period, arising from forfeitures of unvested awards in connection with the organizational restructuring that accompanied the Company’s
strategic transformation. With that transformation complete and the Company’s team composition stabilized at a level aligned to
its ongoing operational requirements, share-based compensation expense in the current period reflects a normalized, recurring cost structure.
Gross
Margin
Gross
margin was 85% in the first half of 2026, compared with 97% in the same period last year. The movement was primarily attributable to
the aforementioned non-recurring share-based compensation credit recognized within cost of revenues in the prior-year period, rather
than any deterioration in the underlying economics of the platform business. Gross margin on charging services, which accounted for 97%
of total revenues in the first half of 2026, was 86%.
Operating
Expenses
Total
operating expenses decreased by 82% to RMB19.1 million (US$2.8 million) in the first half of 2026 from RMB104.5 million in the same period
last year, reflecting the Company’s sustained rationalization of its cost base following the completion of its strategic transformation.
| ● | Selling
and marketing expenses were RMB10.9 million in the first half of 2026, a decrease of 81% compared with RMB57.7 million in the same
period last year, primarily reflecting lower employee compensation and reduced user acquisition and promotional spending, as the Company
continues to drive user stickiness and economies of scale. |
| ● | General
and administrative expenses were RMB4.8 million in the first half of 2026, a decrease of 91% compared with RMB54.0 million in the
same period last year, primarily attributable to significant reductions in professional service fees, employee compensation and share-based
compensation expenses. |
| ● | Research
and development expenses were RMB4.0 million in the first half of 2026, a decrease of 47% compared with RMB7.5 million in the same
period last year, reflecting a more focused allocation of technical resources in line with the Company’s strategic priorities. |
The
Company recorded a net impairment reversal of RMB0.6 million in the first half of 2026, compared with a net impairment reversal of RMB14.7
million in the same period last year, primarily attributable to significant improvements in actual collections of receivables that warranted
positive adjustment credit loss provisions in the first half of 2025. The year-over-year decrease primarily reflected the continually
evaluation of the Company's credit loss provisioning estimates following sustained efforts to improve receivable collections.
Operating
Profit
The
Company recorded an operating profit of RMB28.9 million (US$4.3 million) in the first half of 2026, compared with an operating loss of
RMB39.1 million in the same period last year. This represents the first operating profit in the Company’s history. The improvement
was driven principally by the RMB85.4 million reduction in total operating expenses, which more than offset the decline in gross profit,
and reflects the structural repositioning of the Company’s cost base under its asset-light platform model.
Net
Profit
Net
profit was RMB19.8 million (US$2.9 million) in the first half of 2026, compared with RMB65.4 million in the same period last year. The
year-over-year decrease was primarily driven by the absence of the one-time recognition in fair value gain of approximately RMB135.7
million in the first half of 2025. Net profit attributable to ordinary shareholders of the Company was RMB16.1 million (US$2.4 million)
in the first half of 2026, compared with RMB66.1 million in the same period last year.
Cash
Position
Cash
and cash equivalents were RMB77.2 million (US$11.4 million) as of June 30, 2026, compared with RMB82.2 million as of December 31, 2025,
including RMB1.0 million included in assets classified as held for sale. The decrease of RMB5.0 million over the six-month period compares
with a decrease of RMB52.0 million over the corresponding period in 2025, reflecting a substantial reduction in the Company’s rate
of cash consumption.
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 RMB6.7851 to US$1.00, the noon buying rate in effect on June 30, 2026,
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 earnings release.
Recent
Developments
Final
Award in Charge Amps Arbitration
On
July 14, 2026, an SCC arbitral tribunal issued a final award holding the Company and its Swedish subsidiary jointly and severally liable
for damages and certain costs in connection with the previously terminated proposed acquisition of Charge Amps AB. The underlying acquisition
was terminated in November 2023 and never completed. Management believes that provisions brought forward from previous financial period
can substantially cover the Company's estimated exposure under the award. Accordingly, the Company does not expect the award to have
a material adverse impact on its future financial condition or results of operations.
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:
August 14, 2026
