6-K - NaaS Technology Inc. | StockGist

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NaaS Technology Inc. adopted its Fourth Amended and Restated Memorandum and Articles of Association effective upon registration of solvency statement following shareholder approval on January 23, 2026, reflecting a share capital reduction to US$52,000 with par value US$0.000001 per share. The company entered new securities purchase agreements, warrant amendments, and share repurchase/re-issue arrangements with multiple purchasers.

Key Takeaways

1Shareholders passed special resolution on January 23, 2026 to amend M&A to Fourth Amended and Restated version

2Authorized share capital reduced to US$52,000 divided into 52,000,000,000 shares of par value US$0.000001

3Issued and outstanding: 32,453,046,115 Class A, 195,969,844 Class B, 1,111,577,928 Class C, 16,000,000 Class D Ordinary Shares

4Executed Securities Purchase Agreement dated March 6, 2026 for Class A Ordinary Shares at US$0.0006875 per share and warrants

5Amended existing warrant effective March 6, 2026 changing exercise price to $2.2 per Warrant ADS with 3,200 share ratio

6Repurchase and re-issue of prior SSA shares post-capital reduction per February 27, 2026 supplementary agreement

Current Report Details

Event Type

6-K

Variant

6-K

Items Reported

6-K

Current Report on Form 6-K

Other Event

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: NaaS Technology Inc. and Purchasers

•Sale of Class A Ordinary Shares and Warrants
•Closing within 3 Business Days of conditions
•ADS ratio 3,200 Class A shares per ADS

Exhibits (6)

10.1

EXHIBIT 10.1

10.2

EXHIBIT 10.2

3.1

EXHIBIT 3.1

4.1

EXHIBIT 4.1

4.2

EXHIBIT 4.2

6-K

FORM 6-K