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
Shareholders passed special resolution on January 23, 2026 to amend M&A to Fourth Amended and Restated version
Authorized share capital reduced to US$52,000 divided into 52,000,000,000 shares of par value US$0.000001
Issued 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
Executed Securities Purchase Agreement dated March 6, 2026 for Class A Ordinary Shares at US$0.0006875 per share and warrants
Amended existing warrant effective March 6, 2026 changing exercise price to $2.2 per Warrant ADS with 3,200 share ratio
Repurchase and re-issue of prior SSA shares post-capital reduction per February 27, 2026 supplementary agreement