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Corporate ActionApr 26, 2026, 05:26 AM

NAAS Registers 37.376B Class A Shares, 468,750 ADSs for Resale

AI Summary

NaaS Technology Inc. filed an F-1/A to register 37.376 billion Class A ordinary shares and 468,750 American Depositary Shares (ADSs) for resale by selling shareholders. These securities originate from 2025 PIPE agreements, a 2026 Share Subscription Agreement, and various warrants. The company will not receive any proceeds from these sales. The filing also details the company's holding company structure, reliance on PRC subsidiaries for cash, and significant risks related to its China operations, including regulatory oversight and potential delisting under the HFCAA.

Key Highlights

  • Registration of 37,376,000,000 Class A ordinary shares for resale by selling shareholders.
  • Registration of 468,750 ADSs (representing 1,500,000,000 Class A shares) for resale.
  • 32,576,000,000 Class A shares issued via 2025 PIPE and 2026 Share Subscription agreements.
  • 4,800,000,000 Class A shares issuable upon exercise of 2026 Warrants.
  • 468,750 ADSs issuable upon exercise of 2025 Warrants.
  • ADS ratio changed to 1 ADS for 3,200 Class A ordinary shares, effective July 30, 2025.
  • Newlink Technology Limited beneficially owns 48.8% of total voting power.
  • Class D ordinary shares entitle holders to 500 votes per share.