SCHEDULE 13G: Timeswell LLC and Chunyu Bao Disclose 9.32% Stake in NaaS Technology Inc.

Timeswell LLC, wholly owned by Chunyu Bao, has disclosed a beneficial ownership of 9.32% of NaaS Technology Inc.'s ordinary shares, totaling 285,871,200 Class A shares.

Summary

• Timeswell LLC and Chunyu Bao reported beneficial ownership of 285,871,200 Class A ordinary shares of NaaS Technology Inc.
• This stake represents 9.32% of the total 3,065,953,443 ordinary shares issued and outstanding as of January 13, 2025.
• The total outstanding shares used for calculation include 1,638,405,671 Class A, 214,646,866 Class B, and 1,212,900,906 Class C ordinary shares.
• Timeswell LLC, a limited liability company incorporated under the laws of California, is wholly owned by Mr. Chunyu Bao, a citizen of the People's Republic of China.
• Both reporting persons hold sole voting and dispositive power over the 285,871,200 Class A ordinary shares.

Sentiment

Score: 5

Explanation: Neutral. This is a routine regulatory filing disclosing beneficial ownership, providing factual information without inherent positive or negative sentiment regarding company performance.

Positives

• Significant ownership stake (9.32%) by Timeswell LLC, wholly owned by Chunyu Bao, indicating a substantial commitment to the company.
• Clear disclosure of beneficial ownership in compliance with SEC regulations, enhancing transparency for investors.

Risks

• Potential future dilution from Class A ordinary shares reserved for At-the-Market Offerings and share incentive plans.
• Potential future dilution from ADSs issuable upon conversion of a convertible note issued to LMR Multi-Strategy Master Fund Limited on October 16, 2024.
• Potential future dilution from ADSs that remain issuable under Share Subscription Facility Agreements dated December 16, 2024, and December 23, 2024.

Future Outlook

This Schedule 13G filing is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• "This represents 285,871,200.00 Class A ordinary shares directly held by Timeswell LLC."
• "Timeswell LLC is wholly owned by Mr. Chunyu Bao."
• "The percentage of the class of securities is based on a total of 3,065,953,443 ordinary shares issued and outstanding of the Issuer as of January 13, 2025 as a single class."

Industry Context

This filing is a standard regulatory disclosure of a significant ownership stake and does not provide specific industry context or trends. It is a compliance document rather than a strategic or operational update.

Related Party Transactions

• The filing discloses that Timeswell LLC, a reporting person, is wholly owned by Mr. Chunyu Bao, who is also a reporting person, establishing a related party relationship concerning the beneficial ownership of shares.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant ownership stake by a key individual/entity, which can influence investor perception of stability and control.
• Management: Confirms a substantial ownership interest by a principal, potentially aligning interests between ownership and management.

Key Dates

Keywords

NaaS Technology Inc., Timeswell LLC, Chunyu Bao, Schedule 13G, beneficial ownership, Class A Ordinary Shares, SEC filing, equity stake, shareholding