Welcome to our dedicated page for NaaS Technology ADR SEC filings (Ticker: NAAS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
NaaS Technology Inc. (NASDAQ: NAAS) files as a foreign private issuer with the U.S. Securities and Exchange Commission, using Form 20-F for annual reporting and Form 6-K for current reports. This page brings together the company’s SEC filings, which document its EV charging service and new energy asset operation business in China, its capital structure, and its relationship with its controlling shareholder, Newlinks Technology Limited.
In its Form 6-K reports, NaaS discloses a range of material events. These include changes to authorized share capital, re-designation and reclassification of share classes, and the creation and issuance of Class D ordinary shares with enhanced voting rights. Filings also describe share subscription agreements with Newlink-related entities and other investors, detailing the number of newly issued Class A ordinary shares and the resulting ownership and voting power held by Newlinks Technology Limited and its affiliates.
Other filings cover capital markets instruments, such as the issuance of a warrant to purchase Class A ordinary shares to an institutional investor, with exercise conditions tied to market capitalization and settlement through waiver and cancellation of specified indebtedness. NaaS also files reports related to ADS ratio changes, which affect how many Class A ordinary shares each ADS represents and have the same effect as reverse ADS splits.
Regulatory and listing matters appear in Form 6-K filings that include Nasdaq notifications about minimum market value of listed securities and late filing of the annual report on Form 20-F, along with subsequent updates on regaining compliance. Many of these 6-Ks incorporate attached press releases and are themselves incorporated by reference into NaaS’s registration statement on Form F-3, as noted in the filings.
On Stock Titan, these SEC filings are available with AI-powered summaries that highlight key terms, capital structure changes, governance updates, and listing-related disclosures. This helps readers quickly understand the implications of NaaS’s Form 20-F annual report, Form 6-K current reports, and related exhibits without having to parse every technical detail.
NaaS Technology Inc. Schedule 13D/A shows Newlinks Technology Limited and its subsidiary Newlink Envision Limited hold a combined 4,302,854,296 ordinary shares or 19.1% of outstanding shares (based on 7,474,375,795 shares). On September 4, 2025 the issuer issued 16,000,000 non-convertible Class D ordinary shares to Envision, each carrying 500 votes, providing Newlink (through Envision) with an additional 8,000,000,000 votes and increasing total voting power to 67.1% for Newlink on a vote-count basis that includes Class D rights. The filing details share classes, conversion rights for Class B/C into Class A, and control of voting power among Newlink stakeholders.
NaaS Technology Inc. reports major changes to its share structure and voting control. In May 2025, the board re-designated 2.1 billion authorized but unissued shares into Class A ordinary shares, confirming total authorized capital of US$100 million divided into 10 billion shares across multiple classes.
On September 4, 2025, the board created a new class of 16 million Class D ordinary shares, each carrying 500 votes, and issued all of them as fully paid to Newlink Envision Limited. Class D holders cannot convert these shares into other classes or ADSs.
Immediately after this issuance, NaaS had 7,490,375,795 shares outstanding, including 6,166,828,023 Class A, 195,969,844 Class B, 1,111,577,928 Class C, and 16,000,000 Class D shares. Newlink Technology Limited and Newlink Envision together held about 19.3% of outstanding ordinary shares but controlled roughly 67.1% of total voting power.
As a result, NaaS now qualifies as a “controlled company” under Nasdaq rules and may rely on certain corporate governance exemptions. The company relied on Cayman Islands home country practices for these share re-designations and the creation of Class D shares.
NaaS Technology Inc. reported changes to its board of directors and management structure. Guangming Ren resigned as an independent director, chair of the audit committee, and member of both the compensation and corporate governance and nominating committees for personal reasons, effective August 20, 2025. The company stated his resignation was not due to any disagreement over operations, policies, or practices.
The company appointed Wei Zhang to fill all of Mr. Ren’s former roles on the board and its key committees, also effective August 20, 2025. The board determined that Mr. Zhang is independent under Nasdaq rules and qualifies as an “audit committee financial expert”, citing his education, nearly two decades of academic and executive experience, and finance-focused EMBA training.
The company highlighted Mr. Zhang’s technology and finance background as aligned with its strategic priorities and expressed appreciation for Mr. Ren’s years of service. The report also notes that it is incorporated by reference into the company’s existing Form F-3 registration statement.
NaaS Technology Inc. issued a warrant to LMR Multi-Strategy Master Fund Limited on August 8, 2025 that becomes exercisable if the Company’s market capitalization, calculated using the 20-day volume-weighted average price (VWAP), reaches at least US$90 million. If exercised, the Warrant entitles LMR to subscribe for a number of Class A ordinary shares representing 10% of the Company’s total issued share capital on the initial exercise date; the Warrant is exercisable in whole but not in part and remains exercisable until June 4, 2035. The aggregate exercise price is to be satisfied by the waiver and cancellation of certain indebtedness owed by the Company to LMR under rescheduling documents (excluding the rescheduled payments).
The Company retains the right to redeem the Warrant or any Warrant Shares (including ADSs) at its discretion prior to June 4, 2035, in whole or in installments, for an aggregate redemption price of US$11 million if on or before the third anniversary of issuance, or US$19 million if thereafter and before termination. The report includes standard forward-looking statements and is incorporated by reference into the Company’s Form F-3 registration statement.
NaaS Technology, a Chinese electric vehicle charging infrastructure company, disclosed in a Form 6-K that it received a notification from Nasdaq regarding minimum market value deficiency. The company, headquartered in Beijing's Chaoyang District, has incorporated this report into its Form F-3 registration statement (File No. 333-273515).
The filing was signed by CFO Steven Sim on June 20, 2025, and includes a press release (Exhibit 99.1) detailing the Nasdaq notification. This development could potentially impact the company's listing status, though specific details of the deficiency and any compliance plan are contained in the referenced press release.
The company confirms it will continue filing annual reports under Form 20-F rather than Form 40-F, indicating its status as a foreign private issuer remains unchanged. This notification regarding market value requirements represents a significant regulatory development that investors should monitor closely.