NaaS 6-K: Governance update added to Form F-3 (333-273515)

Rhea-AI Filing Summary

NaaS Technology Inc. reported that shareholders approved a special resolution to adopt the Third Amended and Restated Memorandum and Articles of Association. The updated charter documents became effective on October 10, 2025 and replace the prior Second Amended and Restated version.

The company also stated that this report, including the updated governing documents filed as Exhibit 3.1, is incorporated by reference into its Form F-3 registration statement (File No. 333-273515) from the date the report is furnished, unless later superseded.

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 October 2025

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 x    Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Third Amended and Restated Memorandum and Articles of Association

On October 10, 2025, the shareholders of NaaS Technology Inc. (the “Company”) approved a special resolution to amend the Company’s Second Amended and Restated Memorandum and Articles of Association to the Third Amended and Restated Memorandum and Articles of Association, a copy of which is attached herewith as Exhibit 3.1 and is incorporated by reference.

This current report on Form 6-K, including the exhibit hereto, is incorporated by reference into the registration statement on Form F-3 of the Company (File No. 333-273515) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.	Description
3.1	Third Amended and Restated Memorandum and Articles of Association, effective on October 10, 2025

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: October 15, 2025