Newlinks Tech Amends NaaS Holdings Filing

TL;DR

Newlinks Tech filed an update on its NaaS stake. Details TBD.

AI Summary

On July 19, 2024, Newlinks Technology Ltd. filed an amendment (No. 5) to its Schedule 13D regarding NaaS Technology Inc. The filing indicates a change in the reporting person's holdings, though specific new ownership percentages or dollar amounts are not detailed in this excerpt. The filing pertains to NaaS Technology Inc.'s Class A ordinary shares.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of NaaS Technology Inc., which could impact its stock price and corporate direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or reflect changes in major shareholder influence, introducing potential volatility.

Key Players & Entities

• Newlinks Technology Ltd. (company) — Reporting person filing amendment
• NaaS Technology Inc. (company) — Subject company
• Class A ordinary shares (security) — Securities subject to the filing

FAQ

Key Financial Figures

• $0.01 — er) Class A ordinary shares, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• tm2419842d1_sc13da.htm (SC 13D/A) — 75KB
• 0001104659-24-081157.txt ( ) — 77KB

Security and Issuer

Item 1. Security and Issuer

is

Item 1 is hereby amended and supplemented by adding the following at the end: Effective at the open of business on June 13, 2024, the ratio of the ADSs to our Class A ordinary shares has changed from one ADS to 10 Class A ordinary shares to one ADS to 200 Class A ordinary shares.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

is

Item 3 is hereby amended and supplemented by adding the following at the end: A Master Loan and Collateral Agreement was entered into on June 19, 2024 by and between Envision and a certain third party (“Lender A”). Under this agreement, Lender A lent to Envision a certain amount of loan, and Envision transferred a total of 100,000 ADSs, representing 20,000,000 Class A ordinary shares of the Issuer, to Lender A as collateral for the loans. Based on the terms of this loan agreement, all voting or other such consensual rights and powers relating to the collateral are transferred to Lender A although Lender A undertakes not to exercise any voting or such consensual rights or powers relating to such collateral. A Master Loan and Collateral Agreement was entered into on July 18, 2024 by and between Envision and a certain third party (“Lender B”). Under this agreement, Lender B lent to Envision a certain amount of loan, and Envision transferred a total of 300,000 ADSs, representing 60,000,000 Class A ordinary shares of the Issuer, to Lender B as collateral for the loans. Based on the terms of this loan agreement, all voting or other such consensual rights and powers relating to the collateral are transferred to Lender B although Lender B undertakes not to exercise any voting or such consensual rights or powers relating to such collateral. A Tranche #2 Loan Agreement was subsequently entered into on July 19, 2024 by and between Envision and Lender B pursuant to the terms of the aforesaid Master Loan and Collateral Agreement. Under the Tranche #2 Loan Agreement, Lender B lent to Envision a certain amount of loan, and Envision transferred a total of 300,000 ADSs, representing 60,000,000 Class A ordinary shares of the Issuer, to Lender B as collateral for the loan. Based on the terms of the Tranche #2 Loan Agreement, all voting or other such consensual rights and powers relating to such collateral are transferred to Lender B although Lender B undert

Interest in Securities of the

Item 5. Interest in Securities of the Issuer

of the Original Filing is hereby amended

Item 5 of the Original Filing is hereby amended and restated in its entirety as follows: (a) and (b): The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 2,643,409,243 issued and outstanding ordinary shares (consisting of 1,175,861,471 Class A ordinary shares, 220,872,540 Class B ordinary shares and 1,246,675,232 Class C ordinary shares) of the Issuer as of July 19, 2024 as a single class, which exclude Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s share incentive plans. The percentage of voting power is calculated by dividing the voting power of the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class as of July 19, 2024. Holders of Class A ordinary shares are entitled to one vote per share. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. (c): Except as disclosed in this Statement, neither the Reporting Persons nor to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the ordinary shares of the Issuer during the past 60 days. (d): Except as disclosed in this Schedule 13D, no other person has the right to rece

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The information set forth in Item 3 is hereby incorporated by reference in its entirety. A Master Loan and Collateral Agreement was entered into on June 19, 2024 by and between Envision and Lender A. A Master Loan and Collateral Agreement was entered into on July 18, 2024 by and between Envision and Lender B. A Tranche #2 Loan Agreement was entered into on July 19, 2024 by and between Envision and Lender B. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons, or, to the best of their knowledge, any of the persons named in Schedule A hereto, and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 19, 2024 Newlinks Technology Limited By: /s/ Zhen Dai Name: Zhen Dai Title: Director Newlinks Envision Limited By: /s/ Zhen Dai Name: Zhen Dai Title: Director SCHEDULE A Directors and Executive Officers of Newlink The names of the directors and the names and titles of the executive officers of Newlink and their principal occupations are set forth below. The business address of the directors and executive officers is Newlink Center, Area G, Building 7, Huitong Times Square,No. 1, Yaojiayuan South Road, Chaoyang District, Beijing. Name Position with Newlink Present Principal Occupation Citizenship Di

View Full Filing

View this SC 13D/A filing on SEC EDGAR