Form 6-K NaaS Technology Inc. For: Aug 14

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2026

 

Commission File Number: 001-38235

 

NaaS Technology Inc.

(Registrant’s Name)

 

Newlink Center, Area G, Building 7, Huitong Times Square,

No.1 Yaojiayuan South Road, Chaoyang District, Beijing, China

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

The following table presents our unaudited condensed consolidated statements of profit or loss and other comprehensive income for the periods indicated:

 

NAAS TECHNOLOGY INC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 

		For the Six Months ended June 30,
		2025				2026				2026
		RMB’000				RMB’000				US$’000
Continuing operations
Revenues
Charging services revenues			63,531				43,943				6,476
Energy solutions revenues			454				69				10
New initiatives revenues			2,616				1,449				214
Total revenues			66,601				45,461				6,700
Cost of revenues			(2,227	)			(6,789	)			(1,001	)
Gross profit			64,374				38,672				5,699
Operating expenses
Selling and marketing expenses			(57,692	)			(10,851	)			(1,599	)
General and administrative expenses			(54,026	)			(4,797	)			(707	)
Research and development expenses			(7,522	)			(3,971	)			(585	)
Reversal of impairment losses, net			14,742				569				84
Total operating expenses			(104,498	)			(19,050	)			(2,807	)
Other gains, net			1,015				9,302				1,371
Operating (loss)/profit			(39,109	)			28,924				4,263
Fair value changes of financial instruments at fair value through profit or loss			137,022				(394	)			(58	)
Finance costs			(17,989	)			(18,357	)			(2,705	)
Profit before income tax			79,924				10,173				1,500
Income tax			—				—				—
Profit from continuing operations			79,924				10,173				1,500
(Loss)/profit from discontinued operations			(14,553	)			9,607				1,416
Net profit			65,371				19,780				2,916
Net profit attributable to:
Equity holders of the Company			66,072				16,108				2,375
Non-controlling interests			(701	)			3,672				541
			65,371				19,780				2,916
Basic and diluted earnings/(loss) per share for profit from continuing operations attributable to the ordinary shareholders of the Company (Expressed in RMB per share)
Basic earnings per share			0.0164				0.0002				—	*
Diluted (loss)/earnings per share			(0.0049	)			0.0002				—	*
Basic and diluted earnings/(loss) per share for profit attributable to the ordinary shareholders of the Company (Expressed in RMB per share)
Basic earnings per share			0.0136				0.0005				0.0001
Diluted (loss)/earnings per share			(0.0061	)			0.0005				0.0001
Net profit for the period			65,371				19,780				2,916
Other comprehensive income/(loss) that will not be reclassified to profit or loss in subsequent periods:
– Fair value changes on equity investment designated at fair value through other comprehensive income, net of tax			11,504				(14,538	)			(2,143	)
– Currency translation differences			(786	)			946				139
Other comprehensive income/(loss) for the period, net of tax			10,718				(13,592	)			(2,004	)
Total comprehensive income for the period			76,089				6,188				912
Total comprehensive income attributable to:
Equity holders of the Company			76,790				2,516				371
Non-controlling interests			(701	)			3,672				541
			76,089				6,188				912

 

*

Representing an amount less than US$0.0001.

 

 

The following table presents our unaudited condensed consolidated statements of financial position:

 

NAAS TECHNOLOGY INC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

		As of
		December 31, 2025				June 30, 2026
		RMB’000				RMB’000				US$’000
ASSETS
Current assets
Cash and cash equivalents			81,154				77,233				11,383
Trade receivables, net			21,714				18,266				2,692
Financial assets measured at fair value			1,291				—				—
Inventories			17				17				3
Prepayments, other receivables and other assets, net			105,724				116,992				17,242
Assets classified as held for sale			4,148				—				—
Total current assets			214,048				212,508				31,320
Non-current assets
Right-of-use assets, net			2,794				—				—
Financial assets measured at fair value, non-current			92,396				77,858				11,475
Investments accounted for using equity method			421				420				62
Property, plant and equipment, net			1,127				722				106
Intangible assets, net			1,592				1,220				180
Other non-current assets			194				—				—
Total non-current assets			98,524				80,220				11,823
Total assets			312,572				292,728				43,143
LIABILITIES AND EQUITY
Current liabilities
Borrowings, current			501,763				519,069				76,501
Current lease liabilities			1,469				—				—
Trade payables			230,832				240,447				35,438
Income tax payables			796				796				117
Other payables and accruals			358,357				368,328				54,285
Financial liabilities at fair value through profit or loss			22,044				—				—
Liabilities relating to assets classified as held for sale			7,903				—				—
Total current liabilities			1,123,164				1,128,640				166,341
Non-current liabilities
Borrowings, non-current			80,961				54,427				8,022
Non-current lease liabilities			1,121				—				—
Total non-current liabilities			82,082				54,427				8,022
Total liabilities			1,205,246				1,183,067				174,363
EQUITY
Share capital			239				272				40
Subscription receivable			(138,363	)			(161,141	)			(23,749	)
Treasury shares			(1	)			(1	)			—	*
Warrants outstanding			29,587				29,587				4,360
Additional paid-in capital			7,818,000				7,836,892				1,155,015
Other reserves			47,162				33,570				4,948
Accumulated losses			(8,690,607	)			(8,674,499	)			(1,278,463	)
Non-controlling interests			41,309				44,981				6,629
Total equity			(892,674	)			(890,339	)			(131,220	)
Total equity and liabilities			312,572				292,728				43,143

 

*

Representing an amount with an absolute value of less than US$1,000 (including negative amounts).

 

  

2026 First Half Financial and Operational Highlights

 

●

First Operating Profit in the Company’s History: The Company recorded an operating profit of RMB28.9 million (US$4.3 million) in the first half of 2026, compared with an operating loss of RMB39.1 million in the same period last year, marking the first operating profit in the Company’s history and reflecting its transition to an asset-light, platform-based operating model.

 

●

Second Consecutive First Half in Both Positive Net Profit and Positive Operating Cash Flow: Net profit was RMB19.8 million (US$2.9 million) in the first half of 2026, following net profit of RMB65.4 million in the first half of 2025, reflecting the Company's consecutive first half of positive net profit. Net cash generated from operating activities was RMB39.7 million (US$5.9 million) in the first half of 2026, compared to RMB13.0 million during the same period of 2025, reflecting the Company’s increasing self-sufficiency in funding operations.

 

●

Substantially Leaner Cost Base: Total operating expenses decreased by 82% to RMB19.1 million (US$2.8 million) in the first half of 2026 from RMB104.5 million in the same period last year, materially lowering the Company’s break-even point.

 

Ms. Yang Wang, Chief Executive Officer of NaaS, commented, “The first half of 2026 marked a defining moment for NaaS with our first operating profit since inception. This is the direct outcome of a multi-year strategic transformation in which we exited capital-intensive offline operations and rebuilt the business around an asset-light charging services platform. With a cost base now aligned to that model, we intend to direct our resources toward AI-powered supply-and-demand matching and enterprise-grade energy management services as corporate fleet electrification accelerates.”

 

Mr. Steven Sim, Chief Financial Officer of NaaS, added, “Achieving operating profitability reflects a permanently lower cost base rather than a favorable period. Gross margin was 85% in the first half, consistent with the 86% we delivered for the full year 2025. We reduced operating expenses by 82% year over year to RMB19.1 million, substantially lowering our breakeven threshold, and reduced cash consumption to RMB5.0 million in the first half from RMB52.0 million a year ago. We will maintain that rigorous financial discipline while integrating the assets we acquired in July and selectively allocating capital to initiatives that support long-term value creation for our shareholders.”

 

Business Updates

 

Inclusion in the S&P Global Sustainability Yearbook 2025

 

In February 2026, NaaS was selected for inclusion in the S&P Global Sustainability Yearbook 2025, a globally recognized benchmark of corporate sustainability performance. The Yearbook is based on the S&P Global Corporate Sustainability Assessment, which evaluated more than 9,200 companies worldwide for the 2025 edition. 848 were selected for inclusion, with 57 from China. NaaS was one of only two companies selected within the Retailing — Mainland China industry classification

 

Completion of Strategic Acquisitions

 

In July 2026, subsequent to the end of the reporting period, the Company completed the acquisition of China Newlink Holding Limited. China Newlink Holding Limited holds a proprietary electric vehicle and energy data portfolio. The transaction extends the Company’s service ecosystem, and strengthens its consumer-facing engagement and AI-power monetization capabilities across the mobility sector.

 

 

2026 First Half Financial Results

 

Revenue

 

Total revenues were RMB45.5 million (US$6.7 million) in the first half of 2026, compared with RMB66.6 million in the same period last year, primarily reflecting the Company’s continued prioritization of order quality and profitability over transaction volume under its asset-light platform model.

 

●

Charging Services: Charging services revenues were RMB43.9 million in the first half of 2026, compared with RMB63.5 million in the same period last year. The decrease primarily reflects the Company’s sustained emphasis on high-quality, profitable charging orders and the continued refinement of its charging services portfolio.

 

●

Energy Solutions: Energy solutions revenues were RMB0.1 million in the first half of 2026, compared with RMB0.5 million in the same period last year, consistent with the Company’s continued scale down of working capital-intensive offline businesses.

 

●

New Initiatives: New initiatives revenues were RMB1.4 million in the first half of 2026, compared with RMB2.6 million in the same period last year.

 

Cost of Revenues

 

Total cost of revenues was RMB6.8 million (US$1.0 million) in the first half of 2026, compared with RMB2.2 million in the same period last year, primarily due to a net credit to share-based compensation expense of RMB5.7 million recognized within cost of revenues in the prior-year period, arising from forfeitures of unvested awards in connection with the organizational restructuring that accompanied the Company’s strategic transformation. With that transformation complete and the Company’s team composition stabilized at a level aligned to its ongoing operational requirements, share-based compensation expense in the current period reflects a normalized, recurring cost structure.

 

Gross Margin

 

Gross margin was 85% in the first half of 2026, compared with 97% in the same period last year. The movement was primarily attributable to the aforementioned non-recurring share-based compensation credit recognized within cost of revenues in the prior-year period, rather than any deterioration in the underlying economics of the platform business. Gross margin on charging services, which accounted for 97% of total revenues in the first half of 2026, was 86%.

 

Operating Expenses

 

Total operating expenses decreased by 82% to RMB19.1 million (US$2.8 million) in the first half of 2026 from RMB104.5 million in the same period last year, reflecting the Company’s sustained rationalization of its cost base following the completion of its strategic transformation.

 

●

Selling and marketing expenses were RMB10.9 million in the first half of 2026, a decrease of 81% compared with RMB57.7 million in the same period last year, primarily reflecting lower employee compensation and reduced user acquisition and promotional spending, as the Company continues to drive user stickiness and economies of scale.

 

●

General and administrative expenses were RMB4.8 million in the first half of 2026, a decrease of 91% compared with RMB54.0 million in the same period last year, primarily attributable to significant reductions in professional service fees, employee compensation and share-based compensation expenses.

 

●

Research and development expenses were RMB4.0 million in the first half of 2026, a decrease of 47% compared with RMB7.5 million in the same period last year, reflecting a more focused allocation of technical resources in line with the Company’s strategic priorities.

 

The Company recorded a net impairment reversal of RMB0.6 million in the first half of 2026, compared with a net impairment reversal of RMB14.7 million in the same period last year, primarily attributable to significant improvements in actual collections of receivables that warranted positive adjustment credit loss provisions in the first half of 2025. The year-over-year decrease primarily reflected the continually evaluation of the Company's credit loss provisioning estimates following sustained efforts to improve receivable collections.

 

Operating Profit

 

The Company recorded an operating profit of RMB28.9 million (US$4.3 million) in the first half of 2026, compared with an operating loss of RMB39.1 million in the same period last year. This represents the first operating profit in the Company’s history. The improvement was driven principally by the RMB85.4 million reduction in total operating expenses, which more than offset the decline in gross profit, and reflects the structural repositioning of the Company’s cost base under its asset-light platform model.

 

Net Profit

 

Net profit was RMB19.8 million (US$2.9 million) in the first half of 2026, compared with RMB65.4 million in the same period last year. The year-over-year decrease was primarily driven by the absence of the one-time recognition in fair value gain of approximately RMB135.7 million in the first half of 2025. Net profit attributable to ordinary shareholders of the Company was RMB16.1 million (US$2.4 million) in the first half of 2026, compared with RMB66.1 million in the same period last year.

 

 

Cash Position

 

Cash and cash equivalents were RMB77.2 million (US$11.4 million) as of June 30, 2026, compared with RMB82.2 million as of December 31, 2025, including RMB1.0 million included in assets classified as held for sale. The decrease of RMB5.0 million over the six-month period compares with a decrease of RMB52.0 million over the corresponding period in 2025, reflecting a substantial reduction in the Company’s rate of cash consumption.

 

Exchange Rate

 

This Form 6-K contains translations of certain RMB amounts into USD at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB6.7851 to US$1.00, the noon buying rate in effect on June 30, 2026, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release.

 

Recent Developments

 

Final Award in Charge Amps Arbitration

 

On July 14, 2026, an SCC arbitral tribunal issued a final award holding the Company and its Swedish subsidiary jointly and severally liable for damages and certain costs in connection with the previously terminated proposed acquisition of Charge Amps AB. The underlying acquisition was terminated in November 2023 and never completed. Management believes that provisions brought forward from previous financial period can substantially cover the Company's estimated exposure under the award. Accordingly, the Company does not expect the award to have a material adverse impact on its future financial condition or results of operations.

 

Forward Looking Statements

 

The information in this Form 6-K includes statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,” “anticipates,” “intends,” “estimates” and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry. All information provided in this Form 6-K is as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NaaS’ goals and strategies; its future business development, financial conditions and results of operations; its ability to continuously develop new technology, services and products and keep up with changes in the industries in which it operates; growth of China’s EV charging industry and EV charging service industry and NaaS’ future business development; demand for and market acceptance of NaaS’ products and services; NaaS’ ability to protect and enforce its intellectual property rights; NaaS’ ability to attract and retain qualified executives and personnel; the COVID-19 pandemic and the effects of government and other measures that have been or will be taken in connection therewith; U.S.-China trade war and its effect on NaaS’ operation, fluctuations of the RMB exchange rate, and NaaS’ ability to obtain adequate financing for its planned capital expenditure requirements; NaaS’ relationships with end-users, customers, suppliers and other business partners; competition in the industry; relevant government policies and regulations related to the industry; and fluctuations in general economic and business conditions in China and globally. Further information regarding these and other risks is included in NaaS’ filings with the SEC.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	NaaS Technology Inc.
	By	:	/s/ Steven Sim
	Name	:	Steven Sim
	Title	:	Chief Financial Officer

 

Date: August 14, 2026

 

 

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