NaaS: Comane/Bin Wu report 16.2% stake

NaaS Technology Inc. ownership disclosure: Comane International Group Ltd. and Bin Wu report beneficial ownership of 6,243,715,800 Class A ordinary shares, representing 16.2% of the company's 38,560,642,687 ordinary shares outstanding as of March 31, 2026.

Rhea-AI Filing Summary

NaaS Technology Inc. ownership disclosure: Comane International Group Ltd. and Bin Wu report beneficial ownership of 6,243,715,800 Class A ordinary shares, representing 16.2% of the company's 38,560,642,687 ordinary shares outstanding as of March 31, 2026.

The reported total includes (i) 2,900,000,000 Class A shares held directly by Comane, (ii) 2,900,000,000 Class A shares issuable upon exercise of warrants dated March 6, 2026 (the "2026 Warrants"), and (iii) 443,715,200 Class A shares (in the form of 138,661 ADSs) issuable upon exercise of warrants from a March 31, 2025 securities purchase agreement, as amended March 6, 2026. Comane is wholly owned by Mr. Bin Wu.

Insights

Corporate Governance Analyst

Large disclosed position largely driven by exercisable warrants and a controlling entity.

The statement shows 6,243,715,800 Class A shares tied to Comane and Bin Wu, comprising 16.2% of the issuer's single‑class base of 38,560,642,687 ordinary shares as of March 31, 2026. Significant components are two warrant tranches dated March 6, 2026 and March 31, 2025.

Legal and voting implications will depend on exercise decisions and any transfer restrictions; subsequent filings may disclose exercises or dispositions. Cash‑flow treatment and timing of exercises are not stated in the provided excerpt.

Key Figures

Reported beneficial ownership: 6,243,715,800 shares Ownership percentage: 16.2% Shares outstanding used: 38,560,642,687 shares +3 more

6 metrics

Reported beneficial ownership 6,243,715,800 shares Total reported for Comane and Bin Wu

Ownership percentage 16.2% Based on ordinary shares outstanding as of March 31, 2026

Shares outstanding used 38,560,642,687 shares Issuer ordinary shares outstanding as of March 31, 2026

Direct Class A holdings 2,900,000,000 shares Class A shares held by Comane

2026 Warrants exercisable 2,900,000,000 shares Class A shares issuable upon exercise of warrants dated March 6, 2026

2025 Warrants ADS equivalent 443,715,200 shares Class A shares issuable in form of 138,661 ADSs from March 31, 2025 warrants

Key Terms

Class A ordinary shares, ADSs (American Depositary Shares), Warrants, Beneficial ownership

4 terms

Class A ordinary shares financial

"Title of class of securities: Class A ordinary shares, par value $ 0.000001 per share"

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.

ADSs (American Depositary Shares) financial

"443,715,200 Class A ordinary shares, in the form of 138,661 American Depositary Shares"

Warrants financial

"issuable upon exercise of the warrants issued to Comane International Group Ltd. pursuant to a share subscription agreement dated March 6, 2026"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Beneficial ownership regulatory

"Amount beneficially owned: See Row 9 of cover page for each Reporting Person"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Comane International Group Ltd. and Bin Wu report in NaaS (NAAS)?

They report beneficial ownership of 6,243,715,800 Class A ordinary shares, representing 16.2% of 38,560,642,687 ordinary shares outstanding as of March 31, 2026.

How is the 6,243,715,800 share figure composed?

It includes 2,900,000,000 Class A shares held by Comane, 2,900,000,000 issuable upon the 2026 Warrants, and 443,715,200 Class A shares issuable upon exercise of the 2025 Warrants.

Does Bin Wu directly own the shares reported by Comane?

Yes. The filing states that Comane International Group Ltd. is wholly owned by Bin Wu, and the reported position is attributed to both entities in the statement.

What outstanding share base is used to calculate the 16.2%?

The ownership percentage is calculated using 38,560,642,687 ordinary shares issued and outstanding of the issuer as of March 31, 2026, reported as a single class.

Are any ADSs mentioned in the filing?

Yes. The filing notes 443,715,200 Class A shares in the form of 138,661 ADSs issuable upon exercise of warrants from the March 31, 2025 securities purchase agreement, as amended March 6, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 06:04 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NaaS Technology Inc.

(Name of Issuer)

Class A ordinary shares, par value $ 0.000001 per share

(Title of Class of Securities)

62955X409

(CUSIP Number)

03/06/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 62955X409

1

Names of Reporting Persons

Comane International Group Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,243,715,800.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,243,715,800.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,243,715,800.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

16.2 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents (i) 2,900,000,000 Class A ordinary shares held by Comane International Group Ltd., (ii) 2,900,000,000 Class A ordinary shares issuable upon exercise of the warrants issued to Comane International Group Ltd. pursuant to a share subscription agreement dated March 6, 2026 (the "2026 Warrants"), and (iii) 443,715,200 Class A ordinary shares, in the form of 138,661 American Depositary Shares ("ADSs") issuable upon exercise of the warrants issued to Comane International Group Ltd. pursuant to a securities purchase agreement dated March 31, 2025, as supplemented and modified by certain warrant amendments dated March 6, 2026 (the "2025 Warrants"). (2) For row 11: The ownership percentage of the Reporting Person is calculated based on 38,560,642,687 ordinary shares issued and outstanding of the Issuer as of March 31, 2026 as a single class, including (i) 37,253,094,915 Class A ordinary shares, (ii) 195,969,844 Class B ordinary shares, and (iii) 1,111,577,928 Class C ordinary shares, as learned from the Issuer, which excludes Class A ordinary shares issued to JPMorgan Chase Bank, N.A., the depositary of the Issuer's ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's stock incentive plans. Class D ordinary shares of the Issuer 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.

SCHEDULE 13G

CUSIP Number(s): 62955X409

1

Names of Reporting Persons

Bin Wu

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,243,715,800.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,243,715,800.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,243,715,800.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

16.2 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents (i) 2,900,000,000 Class A ordinary shares held by Comane International Group Ltd., (ii) 2,900,000,000 Class A ordinary shares issuable upon exercise of the 2026 Warrants issued to Comane International Group Ltd., and (iii) 443,715,200 Class A ordinary shares, in the form of 138,661 ADSs issuable upon exercise of the 2025 Warrants issued to Comane International Group Ltd. Comane International Group Ltd. is wholly owned by Bin Wu. (2) For row 11: The ownership percentage of the Reporting Person is calculated based on 38,560,642,687 ordinary shares issued and outstanding of the Issuer as of March 31, 2026 as a single class, including (i) 37,253,094,915 Class A ordinary shares, (ii) 195,969,844 Class B ordinary shares, and (iii) 1,111,577,928 Class C ordinary shares, as learned from the Issuer, which excludes Class A ordinary shares issued to JPMorgan Chase Bank, N.A., the depositary of the Issuer's ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's stock incentive plans. Class D ordinary shares of the Issuer 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.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NaaS Technology Inc.
(b)	Address of issuer's principal executive offices: Newlink Center, Area G, Bldg 7, Huitong Times Square, 1 Yaojiayuan S RD Chaoyang, Beijing, 100024, PRC
Item 2.
(a)	Name of person filing: Each of the followings is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: (1) Comane International Group Ltd. (2) Bin Wu
(b)	Address or principal business office or, if none, residence: The business address of each of the Reporting Persons is Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.
(c)	Citizenship: (1) Comane International Group Ltd.: British Virgin Islands (2) Bin Wu: United States
(d)	Title of class of securities: Class A ordinary shares, par value $ 0.000001 per share
(e)	CUSIP Number(s): 62955X409
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Row 9 of cover page for each Reporting Person.
(b)	Percent of class: See Row 11 of cover page for each Reporting Person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Comane International Group Ltd.

Signature:	/s/ Bin Wu
Name/Title:	Bin Wu/Director
Date:	05/13/2026

Bin Wu

Signature:	/s/ Bin Wu
Name/Title:	Bin Wu
Date:	05/13/2026