能链智电美股招股说明书(2025-03-31版)

3,000,000 American Depositary Shares Representing 600,000,000 Class A Ordinary SharesWarrants to Purchase 7,500,000 American Depositary Shares Representing 1,500,000,000Class A Ordinary Shares 7,500,000 American Depositary Shares Issuable Upon Exercise of Warrants Representing1,500,000,000 Class A Ordinary Shares NaaS Technology Inc. We are issuing 3,000,000 American depositary shares, or ADSs, each representing 200 Class A ordinary shares, par value US$0.01 pershare, of NaaS Technology Inc. (the “Company”), and warrants to purchase up to 7,500,000 ADSs, or warrants, in a registered directoffering to certain investors (the “investors”) pursuant to this prospectus supplement and the accompanying prospectus as well as asecurities purchase agreement dated March31, 2025. The ADSs together with the warrants were purchased at a combined purchase price ofUS$0.66 per ADS. In addition, this prospectus supplement relates to the issuance by us of up to 7,500,000 ADSs issuable upon exercise ofthe warrants, subject to certain anti-dilution adjustments. The warrants have an initial exercise price of US$0.79 per ADS, will be exercisable from the date of their issuance and will expire fiveyears from the date of issuance. The warrants are exercisable for cash only so long as we have an effective registration statement coveringthe issuance of shares upon the exercise of the warrants. The warrants may also be cashless exercised under limited circumstances. Delivery of the ADSs and warrants is expected to be made on or about April 3, 2025, subject to the satisfaction of certain closingconditions. For additional information, see “Plan of Distribution.” Our ADSs are listed on Nasdaq under the ticker symbol “NAAS.” On March 27, 2025, the closing price of the ADSs on Nasdaq wasUS$0.74 per ADS. There is no established public trading market for the warrants and we do not expect a market to develop. Without anactive trading market, the liquidity of the warrants will be limited. In addition, we do not intend to have the warrants admitted to trading onNasdaq or listed on any other national securities exchange or any other trading system. Investing in these securities involves a high degree of risk. Furthermore, investors should be aware that there are various other risksrelating to the securities, the issuer and its subsidiaries, their business and their jurisdictions of operations which investors should familiarizethemselves with before making an investment in the securities. Please carefully consider the risks discussed under “Risk Factors” in thisprospectus supplement beginning on pageS-24and the accompanying prospectus and in our reports filed with the Securities and ExchangeCommission that are incorporated by reference in the accompanying prospectus before making a decision to invest in our securities. NaaS Technology Inc. is not an operating company but a Cayman Islands holding company. Our operations are primarily conductedthrough our PRC subsidiaries. Investors in our ADSs thus are purchasing equity interest in a Cayman Islands holding company and not inan operating entity. Historically, the EV charging service business of NaaS (as defined below) in China was a part of NewLink’s businesses and wasprimarily conducted through NewLink’s consolidated entities including Kuaidian Power (Beijing) New Energy Technology Co., Ltd., orKuaidian Power Beijing, and its subsidiaries. In 2022, NaaS completed a series of transactions to restructure its organization and its EVcharging service business, or the Restructuring. As part of the Restructuring, Dada Auto, through a subsidiary, Zhejiang Anji IntelligentElectronics Holding Co., Ltd., or Anji Zhidian, entered into contractual arrangements with Kuaidian Power Beijing and its shareholders, orVIE Agreements, as a result of which (i)Kuaidian Power Beijing initially became a VIE of Dada Auto, and (ii)Dada Auto became entitledto receive substantially all of the economic benefits generated by Kuaidian Power Beijing as primary beneficiary and was responsible forany and all economic losses Kuaidian Power Beijing incurred. During the process of the Restructuring, the VIE Agreements wereterminated in April2022, and Kuaidian Power Beijing ceased being a VIE of Dada Auto. Following the completion of the Restructuring, wedo not have any VIE and we conduct our operations in China through our subsidiaries. VIE structures involve unique risks to investors. Formore details, see “Item3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — Our holding companystructure involves unique risks to investors. If in the future we were to amend our operating structure to use any VIE again for ouroperations in China or if PRC regulatory authorities were to disallow our holding company structure, additional risks and uncertainties willbe involved” in our annual report on Form 20-F for the year ended December31, 2023, or the 2023 Form 20-F, which is incorporated intothe accompanying pr