NaaS Technology (NASDAQ: NAAS) issues 16B new shares in major share acquisition

Rhea-AI Filing Summary

NaaS Technology Inc. completed the Closing of a share acquisition agreement with its controlling shareholder group, under which China Newlink Holding Limited became a wholly owned subsidiary. In connection with this Closing, NaaS issued 16,000,000,000 Class A ordinary shares to Newlink Digital Energy Holding Limited.

After the transaction, NaaS has 54,577,157,881 issued and outstanding shares, comprising 53,253,610,109 Class A, 195,969,844 Class B, 1,111,577,928 Class C and 16,000,000 Class D ordinary shares. The controlling shareholder group beneficially holds 27,915,840,000 Class A, 195,969,844 Class B, 1,111,577,928 Class C and 16,000,000 Class D shares, representing 61.3% of the voting power. Each American Depositary Share represents 3,200 Class A shares and trades on Nasdaq under the symbol “NAAS.”

Key Figures

New Class A shares issued: 16,000,000,000 Class A ordinary shares Total shares outstanding post-Closing: 54,577,157,881 shares Class A shares outstanding: 53,253,610,109 Class A ordinary shares +5 more

8 metrics

New Class A shares issued 16,000,000,000 Class A ordinary shares Issued to Newlink Digital Energy Holding Limited in connection with the Closing

Total shares outstanding post-Closing 54,577,157,881 shares Total issued and outstanding shares following the Closing

Class A shares outstanding 53,253,610,109 Class A ordinary shares Component of total issued and outstanding shares after the transaction

Class B shares outstanding 195,969,844 Class B ordinary shares Component of total issued and outstanding shares after the transaction

Class C shares outstanding 1,111,577,928 Class C ordinary shares Component of total issued and outstanding shares after the transaction

Class D shares outstanding 16,000,000 Class D ordinary shares Component of total issued and outstanding shares after the transaction

Controlling shareholder voting power 61.3% of voting power Voting power represented by shares beneficially owned by Parent and affiliates

ADS-to-share ratio 1 ADS = 3,200 Class A ordinary shares Each American Depositary Share represents 3,200 Class A ordinary shares

Key Terms

share acquisition agreement, Class A ordinary shares, beneficially owns, voting power, +1 more

5 terms

share acquisition agreement financial

"completed the closing of the transactions contemplated by the share acquisition agreement"

Class A ordinary shares financial

"the Company issued 16,000,000,000 Class A ordinary shares to the Seller"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

beneficially owns financial

"Parent beneficially owns 27,915,840,000 Class A ordinary shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

voting power financial

"which collectively account for an aggregate of 61.3% of the voting power"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

American Depositary Shares financial

"The Company’s American Depositary Shares, each representing 3,200 Class A ordinary shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

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FAQ

What transaction did NaaS Technology Inc. (NAAS) complete on July 22, 2026?

NaaS Technology Inc. completed the Closing of a share acquisition agreement, under which China Newlink Holding Limited became a wholly owned subsidiary. The deal involved its controlling shareholder, Newlinks Technology Limited, and affiliates Newlink Digital Energy Holding Limited and China Newlink Holding Limited.

How many new shares did NaaS Technology Inc. (NAAS) issue in connection with the acquisition?

In connection with the Closing, NaaS issued 16,000,000,000 Class A ordinary shares to Newlink Digital Energy Holding Limited. This issuance was completed relying on home country practices for issuing Class A ordinary shares in the transaction.

What is NaaS Technology Inc. (NAAS)’s total issued and outstanding share count after the transaction?

Following the Closing, NaaS has 54,577,157,881 issued and outstanding shares. This consists of 53,253,610,109 Class A, 195,969,844 Class B, 1,111,577,928 Class C, and 16,000,000 Class D ordinary shares, reflecting the company’s updated capital structure.

What ownership and voting power does the controlling shareholder hold in NaaS Technology Inc. (NAAS) after the deal?

After the Closing, the controlling shareholder group beneficially owns 27,915,840,000 Class A, 195,969,844 Class B, 1,111,577,928 Class C and 16,000,000 Class D shares. These holdings collectively represent 61.3% of the voting power of all issued and outstanding shares.

How are NaaS Technology Inc. (NAAS) American Depositary Shares structured on Nasdaq?

NaaS American Depositary Shares, traded on Nasdaq under ticker “NAAS”, each represent 3,200 Class A ordinary shares. This ratio defines how the company’s Class A ordinary shares are packaged and traded in U.S. markets via ADSs.

Which entities were parties to NaaS Technology Inc. (NAAS)’s share acquisition agreement?

The share acquisition agreement involved NaaS Technology Inc., its controlling shareholder Newlinks Technology Limited (the Parent), and affiliates Newlink Digital Energy Holding Limited (the Seller) and China Newlink Holding Limited (the Target), which became a wholly owned subsidiary after Closing.

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 July 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 ☐

Closing of Share Acquisition Agreement

On July 22, 2026, NaaS Technology Inc. (the “Company”) completed the closing of the transactions contemplated by the share acquisition agreement (the “SAA”) entered into on July 9, 2026 with Newlinks Technology Limited (the “Parent”), the Company’s controlling shareholder, and its affiliates, Newlink Digital Energy Holding Limited (the “Seller”) and China Newlink Holding Limited (the “Target”), as previously announced on July 9, 2026 (the “Closing”). As a result of the Closing, Target became a wholly owned subsidiary of the Company.

In connection with the Closing, the Company issued 16,000,000,000 Class A ordinary shares to the Seller. The Company relied on home country practices for the issuance of Class A ordinary shares in connection with the Closing. Following the Closing, (i) the total issued and outstanding shares of the Company are 54,577,157,881 shares, consisting of 53,253,610,109 Class A ordinary shares, 195,969,844 Class B ordinary shares, 1,111,577,928 Class C ordinary shares and 16,000,000 Class D ordinary shares, and (ii) Parent beneficially owns 27,915,840,000 Class A ordinary shares, 195,969,844 Class B ordinary shares, 1,111,577,928 Class C ordinary shares and 16,000,000 Class D ordinary shares of the Company, held directly by Parent or indirectly through the Seller, Newlink Envision Limited and Newlink Linkage Limited, which collectively account for an aggregate of 61.3% of the voting power represented by all of the Company’s issued and outstanding shares. The Company’s American Depositary Shares, each representing 3,200 Class A ordinary shares, are traded on Nasdaq under the ticker “NAAS.”

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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: July 22, 2026

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