NaaS Technology Inc. agreed to acquire all shares of China Newlink Holding Limited from affiliate Newlink Digital Energy Holding Limited. In consideration, on July 22, 2026 NaaS issued 16,000,000,000 Class A ordinary shares to Digital.
The filing reports that parent Newlinks Technology Limited beneficially owns 32,098,694,296 ordinary shares, representing 55.9% of the issuer’s 54,561,157,881 ordinary shares outstanding as of July 22, 2026. Including 16,000,000 non-convertible Class D shares, Newlink holds 61.3% of total voting power across all four share classes.
The capital structure provides one vote for each Class A share, ten votes for each Class B share, two votes for each Class C share and five hundred votes for each non-convertible Class D share. Class B and Class C shares are each convertible into one Class A share at any time, subject to conditions, while Class D shares are not convertible.
Positive
None.
Negative
None.
Key Figures
Newlink beneficial ownership:32,098,694,296 ordinary sharesPercent of class owned by Newlink:55.9%Shares outstanding:54,561,157,881 ordinary shares+4 more
7 metrics
Newlink beneficial ownership32,098,694,296 ordinary sharesShares beneficially owned by Newlinks Technology Limited, representing 55.9% of the class as of July 22, 2026
Percent of class owned by Newlink55.9%Portion of NaaS ordinary shares beneficially owned by Newlinks Technology Limited
Shares outstanding54,561,157,881 ordinary sharesTotal NaaS ordinary shares outstanding as a single class as of July 22, 2026
Shares issued to Digital16,000,000,000 Class A ordinary sharesConsideration NaaS paid on July 22, 2026 to acquire China Newlink Holding Limited from Digital
Newlink total voting power61.3%Total voting power held by Newlinks Technology Limited including 16,000,000 Class D shares
Envision Class D shares16,000,000 Class D ordinary sharesNon-convertible Class D shares held through Newlink Envision Limited, carrying 8,000,000,000 votes
Votes per Class D share500 votes per shareEach Class D ordinary share entitles the holder to 500 votes
"The voting power of the shares beneficially owned represented 55.9% of the total"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
At-the-Market Offeringfinancial
"bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering)"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
Share Subscription Facility Agreementfinancial
"ADSs issuable pursuant to the Share Subscription Facility Agreement dated December 16, 2024"
convertible note exchange agreementfinancial
"convertible note issued to LMR on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024"
Class D ordinary sharesfinancial
"Newlink also owns 16,000,000 non-convertible Class D ordinary shares through Envision"
What ownership stake does Newlinks Technology Limited report in NaaS Technology Inc. (NAAS)?
Newlinks Technology Limited reports beneficial ownership of 32,098,694,296 ordinary shares of NaaS, representing 55.9% of the issuer’s 54,561,157,881 ordinary shares outstanding as of July 22, 2026, based on information it learned from the company.
How many NaaS Technology Inc. (NAAS) shares does Newlink Digital Energy Holding Limited own?
Newlink Digital Energy Holding Limited holds 16,000,000,000 Class A ordinary shares of NaaS. This position represents 27.9% of the issuer’s 54,561,157,881 ordinary shares outstanding as a single class as of July 22, 2026.
What major transaction on July 22, 2026 affected NAAS ownership?
On July 22, 2026 NaaS issued 16,000,000,000 Class A ordinary shares to Newlink Digital Energy Holding Limited. This share issuance was consideration under a July 9, 2026 Share Acquisition Agreement for acquiring all issued and outstanding shares of China Newlink Holding Limited.
How many ordinary shares of NaaS Technology Inc. (NAAS) were outstanding on July 22, 2026?
As of July 22, 2026 NaaS had 54,561,157,881 ordinary shares outstanding as a single class, consisting of 53,253,610,109 Class A, 195,969,844 Class B and 1,111,577,928 Class C ordinary shares, excluding various reserved and convertible ADS-linked securities.
What total voting power in NaaS Technology Inc. (NAAS) does Newlinks Technology Limited hold?
Newlinks Technology Limited holds 61.3% of NaaS’s total voting power across all share classes. This includes ordinary shares of Classes A, B and C plus 16,000,000 non-convertible Class D ordinary shares, which provide 8,000,000,000 additional votes.
How is voting structured among NaaS Technology Inc. (NAAS) share classes?
Each NaaS Class A share has one vote, Class B shares have ten votes, Class C shares have two votes, and Class D shares have five hundred votes. Class B and Class C shares are each convertible into one Class A share, while Class D shares are non-convertible.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
NaaS Technology Inc.
(Name of Issuer)
Class A ordinary shares, par value $0.000001 per share
(Title of Class of Securities)
62955X409
(CUSIP Number)
Newlinks Technology Limited Newlink Center, Area G, Building 7,
Huitong Times Square, No. 1 Beijing,
F4,
100024 86-10-8551-1066
Newlink Envision Limited Newlink Center, Area G, Building 7,
Huitong Times Square, No. 1 Beijing,
F4,
100024 86-10-8551-1066
Newlink Linkage Limited Newlink Center, Area G, Building 7,
Huitong Times Square, No. 1 Beijing,
F4,
100024 86-10-8551-1066
Newlink Digital Energy Holding Newlink Center, Area G, Building 7,
Huitong Times Square, No. 1 Beijing,
F4,
100024 86-10-8551-1066
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
07/22/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
schemaVersion:
SCHEDULE 13D
CUSIP Number(s):
62955X409
1
Name of reporting person
Newlinks Technology Limited
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
32,098,694,296.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
32,098,694,296.00
11
Aggregate amount beneficially owned by each reporting person
32,098,694,296.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
55.9 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Note to Rows 8, 10, 11: Consists of (a) 6,520,000,000 Class A ordinary shares of the Issuer directly held by Newlink Envision Limited ("Envision"), a wholly-owned subsidiary of Newlinks Technology Limited ("Newlink"); (b) 5,395,840,000 Class A ordinary shares of the Issuer directly held by Newlink Linkage Limited ("Linkage") which Newlink is entitled to vote, representing the portion of the 6,400,000,000 Class A ordinary shares of the Issuer held by Linkage that corresponds to Newlink's 84.31% equity interest in Linkage; (c) 16,000,000,000 Class A ordinary shares of the Issuer directly held by Newlink Digital Energy Holding Limited ("Digital"); (d) 158,121,394 Class B ordinary shares of the Issuer directly held by Envision; (e) 37,848,450 Class B ordinary shares of the Issuer directly held by Newlink; (f) 898,883,538 Class C ordinary shares of the Issuer directly held by Envision; and (g) 212,694,390 Class C ordinary shares of the Issuer directly held by Newlink. The voting power of all Class B ordinary shares directly and indirectly held by Newlink is controlled by Zhen Dai and the voting power of Class C ordinary shares directly and indirectly held by Newlink is controlled by shareholders of Newlink other than Zhen Dai on a look-through basis proportional to those shareholders' relative shareholding percentage in Newlink. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Newlink is an exempted company with limited liabilities incorporated under the laws of the Cayman Islands. Directors and executive officers of Newlink beneficially owning more than 1 percent of its outstanding shares include Zhen Dai, Yang Wang and Weilin Sun. Principal beneficial owners of the shares of Newlink, meaning shareholders beneficially owning more than 5 percent of its outstanding shares, include Zhen Dai, entities affiliated with Joy Capital (namely Joy Vigorous Management Limited, Joy Capital III L.P. and Joy Capital Opportunity, L.P., and collectively referred to as the Joy Capital) and BCPE Nutcracker Cayman, L.P. The registered address of Newlink is at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.
Note to Row 13: The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 54,561,157,881 issued and outstanding ordinary shares of the Issuer as a single class (consisting of 53,253,610,109 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) as of July 22, 2026, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued to LMR Multi-Strategy Master Fund Limited ("LMR") on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; (c) ADSs issuable pursuant to the Share Subscription Facility Agreement dated December 16, 2024; and (d) ADSs issuable upon conversion of the warrant issued to LMR on June 4, 2025, pursuant to a Deed of Settlement dated June 4, 2025. Class D ordinary shares are not convertible into any ADSs representing the Issuer's Class A ordinary shares or the Class A ordinary shares issued by the Issuer, being the class registrable under the Exchange Act.
The voting power of the shares beneficially owned represented 55.9% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power of the reporting person of as a single class (consisting of 27,915,840,000 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class, as of July 22, 2026. Newlink also owns 16,000,000 non-convertible Class D ordinary shares through Envision, which entitles it to 8,000,000,000 additional votes, giving it 61.3% total voting power, which is calculated by dividing the total voting power of the reporting person (consisting of 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) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares, Class C ordinary shares and Class D ordinary shares, as of July 22, 2026. Holders of Class A ordinary shares are entitled to one vote per share. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares, Class C ordinary shares or Class D ordinary shares under any circumstances. Holders of Class D ordinary shares are entitled to five hundred votes per share. Class D ordinary shares are not convertible into any other class of share issued by the Issuer, nor into any ADSs representing the Issuer's Class A ordinary shares.
SCHEDULE 13D
CUSIP Number(s):
62955X409
1
Name of reporting person
Newlink Envision Limited
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
AF, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
9,898,981,016.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
9,898,981,016.00
11
Aggregate amount beneficially owned by each reporting person
9,898,981,016.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
17.2 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Note to Rows 8, 10, 11: Consists of (a) 6,520,000,000 Class A ordinary shares of the Issuer held by Envision; (b) 158,121,394 Class B ordinary shares of the Issuer held by Envision; and (c) 898,883,538 Class C ordinary shares of the Issuer held by Envision. Envision is wholly owned by Newlink. The voting power of all Class B ordinary shares held by Envision is controlled by Zhen Dai and the voting power of Class C ordinary shares held by Envision is controlled by shareholders of Newlink other than Zhen Dai on a look-through basis proportional to those shareholders' relative shareholding percentage in Newlink. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Envision is an exempted company with limited liabilities incorporated under the laws of the Cayman Islands. The registered address of Envision is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.
Note to Row 13: The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 54,561,157,881 issued and outstanding ordinary shares of the Issuer as a single class (consisting of 53,253,610,109 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) as of July 22, 2026, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued to LMR on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; (c) ADSs issuable pursuant to the Share Subscription Facility Agreement dated December 16, 2024; and (d) ADSs issuable upon conversion of the warrant issued to LMR on June 4, 2025, pursuant to a Deed of Settlement dated June 4, 2025. Class D ordinary shares are not convertible into any ADSs representing the Issuer's Class A ordinary shares or the Class A ordinary shares issued by the Issuer, being the class registrable under the Exchange Act.
The voting power of the shares beneficially owned represented 17.2% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power of the reporting person of as a single class (consisting of 6,520,000,000 Class A ordinary shares, 158,121,394 Class B ordinary shares and 898,883,538 Class C ordinary shares) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class, as of July 22, 2026. Envision also directly owns also owns 16,000,000 non-convertible Class D ordinary shares, which entitles it to 8,000,000,000 additional votes, giving it 27.4% total voting power, which is calculated by dividing the total voting power of the reporting person (consisting of 6,520,000,000 Class A ordinary shares, 158,121,394 Class B ordinary shares, 898,883,538 Class C ordinary shares and 16,000,000 Class D ordinary shares) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares, Class C ordinary shares and Class D ordinary shares, as of July 22, 2026.
SCHEDULE 13D
CUSIP Number(s):
62955X409
1
Name of reporting person
Newlink Linkage Limited
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
AF, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
5,395,840,000.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
5,395,840,000.00
11
Aggregate amount beneficially owned by each reporting person
5,395,840,000.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
9.4 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Note to Rows 8, 10, 11: Consists of 5,395,840,000 Class A ordinary shares of the Issuer held by Linkage which Newlink is entitled to vote, representing the portion of the 6,400,000,000 Class A ordinary shares of the Issuer held by Linkage that corresponds to Newlink's 84.31% equity interest in Linkage. Linkage is an exempted company with limited liabilities incorporated under the laws of the Cayman Islands. The registered address of Envision is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.
Note to Row 13: The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 54,561,157,881 issued and outstanding ordinary shares of the Issuer as a single class (consisting of 53,253,610,109 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) as of July 22, 2026, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued to LMR on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; (c) ADSs issuable pursuant to the Share Subscription Facility Agreement dated December 16, 2024; and (d) ADSs issuable upon conversion of the warrant issued to LMR on June 4, 2025, pursuant to a Deed of Settlement dated June 4, 2025. Class D ordinary shares are not convertible into any ADSs representing the Issuer's Class A ordinary shares or the Class A ordinary shares issued by the Issuer, being the class registrable under the Exchange Act.
The voting power of the shares beneficially owned represented 9.4% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power of the reporting person of as a single class (consisting of 5,395,840,000 Class A ordinary shares) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class, as of July 22, 2026. Linkage's total voting power is 8.2%, which is calculated by dividing the total voting power of reporting person by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares, Class C ordinary shares and Class D ordinary shares, as of July 22, 2026.
SCHEDULE 13D
CUSIP Number(s):
62955X409
1
Name of reporting person
Newlink Digital Energy Holding Limited
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
AF, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
16,000,000,000.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
16,000,000,000.00
11
Aggregate amount beneficially owned by each reporting person
16,000,000,000.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
27.9 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Note to Rows 8, 10, 11: Consists of 16,000,000,000 Class A ordinary shares of the Issuer held by Digital. Digital is a company incorporated under the laws of the Cayman Islands. The registered address of Digital is at 4th Floor, Harbour Place, 103 South Church Street, P. O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.
Note to Row 13: The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 54,561,157,881 issued and outstanding ordinary shares of the Issuer as a single class (consisting of 53,253,610,109 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) as of July 22, 2026, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued to LMR on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; (c) ADSs issuable pursuant to the Share Subscription Facility Agreement dated December 16, 2024; and (d) ADSs issuable upon conversion of the warrant issued to LMR on June 4, 2025, pursuant to a Deed of Settlement dated June 4, 2025. Class D ordinary shares are not convertible into any ADSs representing the Issuer's Class A ordinary shares or the Class A ordinary shares issued by the Issuer, being the class registrable under the Exchange Act.
The voting power of the shares beneficially owned represented 27.9% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power of the reporting person of as a single class (consisting of 16,000,000,000 Class A ordinary shares) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class, as of July 22, 2026. Digital's total voting power is 24.5%, which is calculated by dividing the total voting power of reporting person by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares, Class C ordinary shares and Class D ordinary shares, as of July 22, 2026.
SCHEDULE 13D
Item 1.
Security and Issuer
(a)
Title of Class of Securities:
Class A ordinary shares, par value $0.000001 per share
(b)
Name of Issuer:
NaaS Technology Inc.
(c)
Address of Issuer's Principal Executive Offices:
Newlink Center, Area G, Building 7, Huitong Times Square, No. 1, Beijing,
CHINA
, 100024.
Item 1 Comment:
Explanatory Note:
This Amendment No. 9 to Schedule 13D is filed by the undersigned to amend the statement on Schedule 13D, filed on June 23, 2022 as amended by Amendment No. 1 to Schedule 13D filed with the SEC on October 17, 2023, Amendment No. 2 to Schedule 13D filed with the SEC on October 19, 2023, Amendment No. 3 to Schedule 13D filed with the SEC on November 29, 2023, Amendment No. 4 to Schedule 13D filed with the SEC on December 21, 2023 Amendment No. 5 to Schedule 13D
filed with the SEC on July 19, 2024, Amendment No. 6 to Schedule 13D filed with the SEC on December 20, 2024, Amendment No. 7 to Schedule 13D filed with the SEC on September 4, 2025 and Amendment No. 8 to Schedule 13D filed with the SEC on December 2, 2025 (collectively, the "Original Filing"). Except as provided herein, this statement does not modify any of the information previously reported on the Original Filing. Capitalized terms used but not defined in this statement have the meanings ascribed to them in the Original Filing. CUSIP number 62955X409 has been assigned to the American depositary shares ("ADSs") of the issuer, which are quoted on the Nasdaq Capital Market under the symbol "NAAS." Each ADS represents 3,200 Class A ordinary shares.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented by adding the following at the end:
On July 9, 2026, the Company entered into a Share Acquisition Agreement with Newlink, Digital and China Newlink Holding Limited (the "Target"), pursuant to which the Company agreed to acquire from Digital all of the issued and outstanding shares of the Target (the "Acquisition"). In consideration for the Acquisition, on July 22, 2026, the Company issued 16,000,000,000 Class A ordinary shares to Digital.
Item 5.
Interest in Securities of the Issuer
(a)
Item 5 of the Original Filing is hereby amended and restated in its entirety as follows:
(a) and (b):
The responses of each reporting person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.
The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by each reporting person by a total of 54,561,157,881 issued and outstanding ordinary shares of the Issuer as a single class (consisting of 53,253,610,109 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) as of July 22, 2026, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued LMR on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; (c) ADSs issuable pursuant to the Share Subscription Facility Agreement dated December 16, 2024; and (d) ADSs issuable upon conversion of the warrant issued to LMR on June 4, 2025, pursuant to a Deed of Settlement dated June 4, 2025. Class D ordinary shares are not convertible into any ADSs representing the Issuer's Class A ordinary shares or the Class A ordinary shares issued by the Issuer, being the class registrable under the Exchange Act.
The percentage of voting power is calculated by dividing the voting power of the Class A ordinary shares, Class B ordinary shares and Class C ordinary shares of each reporting person of as a single class by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class, as of July 22, 2026. Newlink also owns 16,000,000 non-convertible Class D ordinary shares through Envision, which entitles it to 8,000,000,000 additional votes, giving it 61.3% total voting power, which is calculated by dividing the total voting power of Newlink (consisting of 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) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares, Class C ordinary shares and Class D ordinary shares, as of July 22, 2026. Holders of Class A ordinary shares are entitled to one vote per share. The voting power of Class D ordinary shares directly and indirectly held by Newlink is controlled by shareholders of Newlink on a look-through basis proportional to those shareholders' relative shareholding percentage in Newlink. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares, Class C ordinary shares or Class D ordinary shares under any circumstances. Holders of Class D ordinary shares are entitled to five hundred votes per share. Class D ordinary shares are not convertible into any other class of share issued by the Issuer, nor into any ADSs representing the Issuer's Class A ordinary shares.
(b)
The information set forth in Item 5(a) is hereby incorporated by reference in its entirety.
(c)
Except as disclosed in this Statement, neither the reporting persons nor to the best of their knowledge, any of the following persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days: DAI Zhen (Chief Executive Officer of Newlink, Director and Chief Executive Officer of Envision), WANG Yang, SUN Weilin, WANG Chunxiang, CHEN Zhongjue (employee of Bain Capital), LIU Erhai (employee of Joy Capital), ZHANG Hao (employee of CMB International Securities Limited), SHEN Yuanjiang (employee of China International Capital Corporation), YU Jiang (employee of China Merchants Capital) (collectively, "Directors and Executive Officers"), each a Director of Newlink, and each a citizen of China except for YU Jiang (Citizenship: Canada). The business address of the Directors and Executive Officers is Newlink Center, Area G, Building 7, Huitong Times Square,No. 1, Yaojiayuan South Road, Chaoyang District, Beijing.
(d)
Except as disclosed in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the reporting persons.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The information set forth in Item 3 is hereby incorporated by reference in its entirety.
Item 7.
Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement dated July 24, 2026 by and among the reporting persons
Exhibit B: Share Subscription Agreement dated July 9, 2026
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
