F-1/A: NaaS Technology Inc. Files Amended F-1/A for Share Resale

NaaS Technology Inc. has filed an amended F-1/A registration statement detailing the resale of ordinary shares and ADSs by selling shareholders.

Summary

• NaaS Technology Inc. has filed Amendment No. 1 to its Form F-1 Registration Statement with the SEC.
• This filing pertains to the resale of a significant number of Class A ordinary shares and American Depositary Shares (ADSs) by selling shareholders.
• The filing details the company's corporate structure, business operations as a new energy asset operation service provider leveraging AI for EV charging, and its financial performance.
• It also outlines risks related to its business, operations in China, and its ADSs, alongside details on management, corporate governance, and recent transactions.
• The company's financial data shows a net loss for the years ended December 31, 2023, 2024, and 2025, with revenues decreasing in 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the significant decrease in revenues in 2025 and the continued substantial net loss, despite efforts to reduce operating expenses. The company's strategic shift away from certain business segments also highlights challenges in its operational model.

Positives

• The company is a new energy asset operation service provider leveraging AI technology for EV charging.
• It offers a range of services including mobility connectivity, energy solutions, and new initiatives like electricity procurement and non-charging services.
• NaaS is committed to decarbonization and facilitating EV adoption, having helped reduce carbon emissions significantly.
• The company has a comprehensive share incentive plan to attract and retain talent.
• Recent financial performance shows a reduction in net loss from RMB 1,307.2 million in 2023 to RMB 450.0 million in 2025, indicating a narrowing loss.

Negatives

• NaaS is an early-stage company with a history of losses and expects to continue incurring significant expenses and losses in the near term.
• The company has a limited operating history and has recently restructured its business model.
• It faces intense competition in the EV charging service market.
• The company's financial condition and results of operations could be materially and adversely affected by a severe or prolonged downturn in the Chinese or global economy.
• The company's net loss for the year ended December 31, 2025 was RMB450.0 million (US$64.3 million).

Risks

• NaaS is an early-stage company with a history of losses and expects to incur significant expenses and continuing losses for the near term.
• The company faces risks related to the rapidly evolving EV charging and energy solution industries and technologies.
• Intense competition from existing and new players in China could adversely affect the business.
• The company's operations are primarily conducted in China, exposing it to various risks and uncertainties related to PRC laws and regulations, including government oversight, cybersecurity, and data privacy.
• The company's reliance on Kuaidian, a platform operated by a third-party service provider (expected to be acquired by Newlink), poses risks if the arrangement is terminated or services are not effectively provided.
• The company may need to raise additional funds, and these funds may not be available when needed or on favorable terms.
• The company's ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act (HFCAA) if the PCAOB is unable to inspect auditors in China.
• The company's multi-class share structure could limit shareholders' ability to influence corporate matters.
• The trading price of the ADSs is likely to be volatile, potentially resulting in substantial losses for investors.
• The company may be required to obtain additional licenses in relation to its ongoing business operations and may be subject to penalties for failing to obtain certain licenses with respect to its past operations.
• The company's ability to pay dividends and service debt may depend on dividends paid by its PRC subsidiaries, which are subject to PRC laws and regulations.

Future Outlook

The company expects to continue incurring operating and net losses in the near term. Its potential profitability is dependent on the continued adoption of EVs and the deployment of new charging infrastructure. The company anticipates accelerating expenditures where growth opportunities are identified, which may impact cash flow and margins until normalized operations are achieved. Management believes its current cash on hand will be sufficient to meet its needs for at least the next 12 months.

Management Comments

• The company is committed to decarbonization and the building of a green and sustainable future.
• We believe in clean energy and we are facilitating the adoption of EVs through the deployment and operation of EV charging infrastructure, allowing for the reduction of greenhouse gas emissions caused by traditional vehicles.
• In 2024, we helped reduce carbon emissions by approximately 3,224,900 tons. Although this is a slight decrease from the 3,293,100 tons in 2023, it represents a 74.5% increase in reduction efforts compared to 2022.

Industry Context

StockSavvy.ai notes that NaaS Technology Inc. operates in the rapidly evolving new energy and EV charging sector in China. The company's strategic shift away from capital-intensive, low-margin full station operations towards a platform-based interconnectivity charging business aligns with industry trends focusing on asset-light models and digital solutions. However, the competitive landscape remains intense, with major players developing their own ecosystems, and regulatory changes in China continue to pose risks.

Comparison to Industry Standards

• The company's revenue from charging services decreased in 2025, which is contrary to the general growth trend observed in the EV charging market in China, driven by increasing EV adoption.
• The significant reduction in operating expenses, particularly selling and marketing and administrative expenses, suggests a focus on cost efficiency, which is a common strategy for companies in the growth phase or those seeking to improve profitability.
• The company's net loss has decreased, but it remains substantial, indicating that profitability is still a challenge, which is not uncommon for companies in this nascent industry that require significant investment in infrastructure and technology.

Management Changes

Legal Proceedings

• Certain shareholders of Charge Amps AB filed an arbitration against Fleetin AB and NaaS Technology Inc. alleging failure to close an acquisition and seeking damages of approximately SEK 142 million. An oral hearing is scheduled for April 2026, with an award expected around July 2026. The company intends to vigorously defend against these claims.

Related Party Transactions

• The Company entered into share subscription agreements in November 2025 with Newlink Envision Limited and Newlink Linkage Limited (subsidiaries of its controlling shareholder, Newlink) and other accredited investors for the sale of Class A ordinary shares.
• Newlink provided financial support to NaaS in 2023, 2024, and 2025, covering payroll, rental fees, and other expenses.
• Share options granted by Newlink under its 2020 Share Incentive Plan to employees transferred to NaaS were accounted for as equity-settled share-based payments.
• Energy solution revenues were generated from transactions with related parties, including Shenzhen Yuanwanghechu Technology Co., Ltd. and Huzhou Zhidianlaile New Energy Technology Co., Ltd.

Stakeholder Impact

• Shareholders may experience dilution due to future issuances of ADSs or ordinary shares.
• The volatility of ADS prices could lead to substantial losses for investors.
• Investors may face difficulties in protecting their interests due to the company's incorporation under Cayman Islands law and the limitations on shareholder rights and access to information.
• The company's reliance on PRC subsidiaries for cash flow and the potential for PRC government restrictions on cash transfers could impact its ability to fund operations and pay dividends.
• Potential delisting from U.S. exchanges due to HFCAA regulations could materially affect the value of investments.

Next Steps

• The Selling Shareholders may offer and sell the registered securities from time to time.
• The company will continue to monitor and manage its operations, costs, and capital structure.
• The company intends to continue investing in research and development for new products and services.

Key Dates

Recommendation

While the company is making efforts to reduce costs and improve operational efficiency, the significant decline in revenues in 2025 and the continued substantial net loss indicate ongoing financial challenges. The company's strategic shifts and reliance on future capital raises present considerable risk. However, its position in the growing EV charging market and AI integration offer some long-term potential. A 'hold' recommendation reflects a cautious approach, awaiting clearer signs of sustainable revenue growth and profitability.

Keywords

NaaS Technology Inc., SEC Filing, Form F-1/A, Share Resale, Ordinary Shares, American Depositary Shares, EV Charging, New Energy, AI Technology, China Market, Financial Report, Prospectus