能链智电美股招股说明书(2024-03-14版)

Filed Pursuant to Rule 424(b)(5)Registration No. 333-273515 PROSPECTUS SUPPLEMENT(TO PROSPECTUS DATED AUGUST 31, 2023) 4,761,905 American Depositary Shares Representing 47,619,050 Class A Ordinary Shares Warrants to Purchase 4,761,905 American Depositary Shares Representing 47,619,050 Class A OrdinaryShares 4,761,905 American Depositary Shares Issuable Upon Exercise of Warrants Representing 47,619,050 Class AOrdinary Shares FA Warrants to Purchase 238,095 American Depositary Shares Representing 2,380,950 Class A OrdinaryShares 238,095 American Depositary Shares Issuable Upon Exercise of FA Warrants Representing 2,380,950 Class AOrdinary Shares NaaS Technology Inc. We are issuing 4,761,905 American depositary shares, or ADSs, each representing ten Class A ordinary shares, parvalue US$0.01 per share, of NaaS Technology Inc., and warrants to purchase up to 4,761,905 ADSs, or warrants, ina registered direct offering to certain institutional investors (the “investors”) pursuant to this prospectus supplementand the accompanying prospectus, and a securities purchase agreement with the investors. The ADSs together withthe warrants were purchased at a combined purchase price of US$1.26 per ADS. In addition, this prospectussupplement relates to the issuance by us of up to 4,761,905 ADSs issuable upon exercise of the warrants, subject tocertain anti-dilution adjustments. The warrants have an initial exercise price of US$1.49 per ADS, will be exercisable from the six-month anniversaryof their issuance and will expire five and one half years from the date of issuance. The warrants are exercisable forcash only so long as we have an effective registration statement covering the issuance of shares upon the exercise ofthe warrants. The warrants may also be cashless exercised under limited circumstances. Under the warrants, we may not effect the exercise of any warrant, and a holder will not be entitled to exercise anyportion of a warrant, which, upon giving effect to such exercise, would cause the aggregate number of our ordinaryshares beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, at the election of theholder, 9.99%) of the number of ordinary shares outstanding immediately after giving effect to the exercise, as suchpercentage ownership is determined in accordance with the terms of the warrants. We have engaged a financial advisor, as our exclusive financial advisor in connection with this offering. Thefinancial advisor has no obligation to buy any of the securities from us or to arrange for the purchase or sale of anyspecific number or dollar amount of securities. We have agreed to pay the financial advisor the fees set forth in thetable below. Additionally, we will issue to the financial advisor warrants (“FA warrants”) to purchase 238,095 ADSs on substantially the same terms as the warrants, except that the FA warrants (i) expire on March 12, 2029 and (ii) arenot subject to anti-dilution adjustments in relation to subsequent equity sales by us. The FA warrants and ADSsunderlying such warrant are being registered herein. Delivery of the ADS, warrants and FA warrants is expected to be made on or about March 15, 2024, subject to thesatisfaction of certain closing conditions. S-i Table of Contents The ADSs are listed on The Nasdaq Stock Market, or Nasdaq, under the ticker symbol “NAAS.” On March 11,2024, the closing price of the ADSs on Nasdaq was US$1.50 per ADS. There is no established public trading marketfor the warrants or FA warrants and we do not expect a market to develop. Without an active trading market, theliquidity of the warrants and FA warrants will be limited. In addition, we do not intend to have the warrants or FAwarrants admitted to trading on Nasdaq or listed on any other national securities exchange or any other tradingsystem. Investing in these securities involves a high degree of risk. Furthermore, investors should be aware that thereare various other risks relating to the securities, the issuer and its subsidiaries, their business and theirjurisdictions of operations which investors should familiarize themselves with before making an investment inthe securities. Please carefully consider the risks discussed under “Risk Factors” in this prospectussupplement beginning on page S-19 and the accompanying prospectus and in our reports filed with theSecurities and Exchange Commission that are incorporated by reference in the accompanying prospectusbefore making a decision to invest in our securities. NaaS Technology Inc. is not an operating company but a Cayman Islands holding company. Our operations areprimarily conducted through our subsidiaries in the People’s Republic of China (the “PRC” or “China”). Investors inthe securities thus are purchasing equity interest in a Cayman Islands holding company and not in an operatingentity. Historically, the electric vehicle (“EV”) charging service business of NaaS (as defined below) in China was apart of the bu