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 April 2025
Commission File Number: 001-38235
NaaS Technology Inc.
(Translation of registrant’s name into
English)
Newlink Center, Area G, Building 7, Huitong
Times Square,
No.1 Yaojiayuan South Road, Chaoyang District,
Beijing, China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
x Form 40-F ¨
EXPLANATORY NOTE
This current report on Form 6-K, including the exhibit hereto,
is incorporated by reference into the registration statement on Form F-3 of the Company (File No. 333-273515) and shall be a
part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently
filed or furnished.
EXHIBIT INDEX
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: April 1, 2025
Exhibit 99.1
SECURITIES PURCHASE AGREEMENT
dated as of [•], 2025
by and among
NAAS TECHNOLOGY INC.
and
[Investor
1]
[Investor
2]
[Investor
3]
TABLE OF CONTENTS
| 1. |
DEFINITIONS |
1 |
| |
|
|
| 2. |
PURCHASE AND SALE OF SECURITIES |
2 |
| |
|
|
| 3. |
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS |
3 |
| |
|
|
| 4. |
REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
4 |
| |
|
|
| 5. |
ADDITIONAL AGREEMENTS |
5 |
| |
|
|
| 6. |
CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL |
5 |
| |
|
|
| 7. |
CONDITIONS TO THE PURCHASERS’ OBLIGATION TO PURCHASE |
6 |
| |
|
|
| 8. |
TERMINATION |
6 |
| |
|
|
| 9. |
MISCELLANEOUS |
7 |
SECURITIES PURCHASE AGREEMENT
THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [•], 2025, by and among NaaS Technology Inc.,
an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the persons listed in Annex
A attached hereto (each a “Purchaser”, and collectively, the “Purchasers”).
RECITALS
WHEREAS,
the Company desires to issue, sell and deliver to each Purchaser, and each Purchaser desires to purchase and acquire from the Company,
upon the terms and conditions set forth in this Agreement, the Securities (as defined below).
NOW,
THEREFORE, in consideration of the foregoing and representations, warranties, covenants and agreements set forth herein as
well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending
to be legally bound, the Company and the Purchasers hereby agree as follows:
The following capitalized
terms shall have the following meanings for purposes of this Agreement:
“ADS” means
American depositary share of the Company, each representing 200 Class A Ordinary Shares as of the date hereof;
“Affiliate”
means an “affiliate” within the meaning of Rule 405 under the United States Securities Act of 1933, as amended;
“Agreement”
means this Securities Purchase Agreement;
“Business Day”
means any day that is not a day on which banking institutions in the Cayman Islands, Hong Kong, New York City or the PRC are authorized
or required by law, regulation or executive order to be closed;
“Class A Ordinary
Shares” means the Company’s Class A Ordinary Shares, par value US$0.01 per share;
“Closing”
means the consummation of the sale and purchase of the Warrant as set out in Section 2(a);
“Closing Date”
has the meaning set forth in Section 2(c)(i);
“Company”
has the meaning set forth in the preamble;
“Depositary”
means JPMorgan Chase Bank, N.A., or any successor depositary of the Company’s ADS program.
“Encumbrance”
means any mortgage, lien, pledge, charge, security interest, title defect, preemptive or similar right or other encumbrance;
“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended;
“Governmental Entity”
means any supranational, national, provincial, state, municipal, local or other government, whether U.S., PRC or otherwise, any instrumentality,
subdivision, administrative agency or commission thereof, court, other governmental authority or regulatory body or instrumentality, or
any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority
or any self-regulatory agency (including any stock exchange);
“HKIAC”
has the meaning set forth in Section 9(a);
“Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
or a government or any department or agency thereof;
“PRC” means
the People’s Republic of China;
“Purchaser”
has the meaning set forth in the preamble;
“SEC” means
the United States Securities and Exchange Commission;
“Securities”
means the ADSs and the Warrants purchased pursuant to this Agreement;
“Subsidiary”
means any entity of which a majority of the outstanding equity securities or other ownership interests representing a majority of the
outstanding equity interests or otherwise having ordinary voting power to elect a majority of the board of directors or other Persons
performing similar functions are at the time directly or indirectly owned or controlled by the Company, and includes any entity which
is directly or indirectly controlled by the Company;
“Transaction Documents”
means this Agreement and any other agreement, document or instrument entered into or delivered in connection with the transactions contemplated
hereby;
“U.S.”
or “United States” means the United States of America;
“Warrant”
has the meaning set forth in Section 2(a).
| 2. | PURCHASE AND SALE OF SECURITIES |
(a) Purchase
of Securities. Subject to the satisfaction or waiver of the conditions set forth in Sections 6 and 7 below, at the Closing, the
Company shall issue and sell to each Purchaser, and each Purchaser shall subscribe for and purchase from the Company (i) such amount
of ADSs as set forth opposite to its name in Annex A under the column titled with “ADSs” (the “Purchased
ADSs”); and (ii) a Warrant, in substantially the form attached hereto as Annex B, to purchase up to such amount
of ADSs as set forth opposite to its name in Annex A under the column titled with “Warrant ADSs”, with an exercise
price equal to $[•] per ADS, subject to adjustment as set forth therein (each, a “Warrant” and collectively, the
“Warrants”).
(b) Purchase
Price. The purchase price shall be US$[•] per ADS. The aggregate purchase price for the Securities with respect to each
Purchaser (the “Aggregate Purchase Price”) shall be such amount as set forth opposite to its name in Annex A under
the column titled with “Aggregate Purchase Price”.
(c) Closing.
(i) Date
and Time. The Closing shall take place remotely via exchange of documents and signatures (such date, the “Closing
Date”) within three (3) Business Days following the date on which the last of the conditions to the Closing set forth
in Sections 6 and 7 below (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction
or waiver of those conditions) is satisfied or waived, or with respect to any Purchaser, at such other date and location as may be agreed
in writing by the Company and such Purchaser.
(ii) Payment
and Delivery.
(A) On
the Closing Date, or with respect to any Purchaser, at such other date as may be agreed by the Company and such Purchaser, each
Purchaser shall pay the Aggregate Purchase Price to the Company for the Securities, by wire transfer of immediately available funds to
the bank account as set forth in Annex A or such other bank account as may be designated in writing by the Company, such payment
to be evidenced by delivery to the Company of a copy of the irrevocable wiring instructions from the Purchaser to its bank;
(B) On
the Closing Date, or with respect to any Purchaser, at such other date as may be agreed by the Company and such Purchaser, the
Company shall (i) instruct the Company’s registered office provider to issue and deliver to the Depositary such number of Class A
Ordinary Shares representing the Purchased ADSs; (ii) cause the Depositary to deliver the Purchased ADSs to the Purchaser; and (iii) issue
and deliver to the Purchaser the Warrant registered in the name of the Purchaser.
| 3. | REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS |
Each Purchaser represents
and warrants to the Company as of the date hereof and as of the Closing Date that:
(a) Organization.
Such Purchaser and any Affiliate that is a party to the Transaction Documents is a company duly organized and validly existing in good
standing under the laws of the jurisdiction in which it is organized.
(b) Authorization;
Enforcement; Validity. Such Purchaser and/or its Affiliate(s) (as the case may be) has the requisite corporate power and authority
to enter into and perform this Agreement and to consummate the transactions contemplated by this Agreement and each other Transaction
Document to which it is a party. The execution and delivery of this Agreement by such Purchaser and the consummation of the transactions
contemplated by and in compliance with the provisions of this Agreement have been duly authorized by all necessary corporate action on
the part of such Purchaser. This Agreement and each other Transaction Document have been duly executed and delivered by such Purchaser
and/or its Affiliate(s) (as the case may be) and constitute the legal, valid and binding obligations of such Purchaser and/or its
Affiliate(s) (as the case may be), enforceable against such Purchaser and/or its Affiliate(s) (as the case may be) in accordance
with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.
(c) No
Conflicts. The execution, delivery and performance by such Purchaser and/or its Affiliate(s) (as the case may be) of this Agreement
and the other Transaction Documents and the consummation by such Purchaser and/or its Affiliate(s) (as the case may be) of the transactions
contemplated hereby and thereby do not and will not (i) result in a violation of the organizational or constitutional documents of
such Purchaser and/or its Affiliate(s) (as the case may be), or (ii) result in a violation of any law, rule, regulation, order,
judgment or decree (including U.S. federal and state, and any other applicable, securities laws) applicable to such Purchaser and/or its
Affiliate(s) (as the case may be), except in the case of clause (ii) above, for such violations which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations
hereunder.
(d) Consents
and Approvals. Neither the execution and delivery by such Purchaser and/or its Affiliate(s) (as the case may be) of this Agreement
or any other Transaction Document, nor the consummation by such Purchaser and/or its Affiliate(s) (as the case may be) of any of
the transactions contemplated hereby or thereby, nor the performance by such Purchaser and/or its Affiliate(s) (as the case may be)
of this Agreement or any other Transaction Document in accordance with its respective terms, requires the consent, approval, order or
authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party.
(e) Investment
Decision. In making its decision to invest in the Company, such Purchaser is not relying upon, and has not relied upon, any statement,
representation or warranty made by any Person, including the Company, other than the disclosure contained in the registration statements,
prospectuses and other public disclosures made by the Company from time to time in accordance with applicable law.
(f) Sufficient
Funding. Such Purchaser has at its disposal sufficient funding to pay the Aggregate Purchase Price and consummate the transactions
contemplated hereby.
| 4. | REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
The Company represents and
warrants to the Purchasers that:
(a) Valid
Issuance. The Class A Ordinary Shares represented by the Securities, when issued and paid for in accordance with the terms
hereof, will be duly authorized, validly issued and non-assessable and free from all preemptive or similar rights, taxes, liens, charges
and other Encumbrances with respect to the issue thereof and such Class A Ordinary Shares will be fully paid with the holders being
entitled to all rights accorded to a holder of such Class A Ordinary, as appropriate.
(b) Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement and each other Transaction Document to which it is a party and to issue the Securities in accordance with the terms
hereof and thereof. This Agreement and each other Transaction Document have been duly executed and delivered by the Company and constitute
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except
as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
(c) No
Additional Representations. The Company makes no representations or warranties as to any matter whatsoever except as expressly set
forth in the Transaction Documents.
(a) Further
Assurances. Each of the Purchaser and the Company shall use all reasonable efforts to fulfill or obtain the fulfillment of the conditions
precedent to the consummation of the transactions contemplated by this Agreement on a timely basis, including the execution and delivery
of any documents, certificates, instruments or other papers that are reasonably required for the consummation of such transactions, and
will cooperate and consult with the other and use reasonable efforts to prepare and file all necessary documentation, to effect all necessary
applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations
of, or any exemption by, all Governmental Entities, necessary or advisable to consummate the transactions contemplated by this Agreement.
(b) Expenses.
Each party shall bear and pay its own costs, fees and expenses incurred by it in connection with the Transaction Documents and the transactions
contemplated by the Transaction Documents.
| 6. | CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL |
The obligation of the Company
hereunder to issue and sell the Securities to any Purchaser at the Closing is subject to the satisfaction or waiver by the Company, on
or before the Closing Date, of each of the following conditions:
(a) Execution
of Transaction Documents. Such Purchaser (and its Affiliates, if applicable) shall have duly executed and delivered to the Company
each of the Transaction Documents to which it is a party and other relevant documents reasonably requested by the Company.
(b) Performance.
Such Purchaser shall have performed and complied in all material respects with all agreements, obligations and conditions contained in
the Transaction Documents that are required to be performed or complied with by it on or before the Closing.
(c) Representations
and Warranties. The representations and warranties of such Purchaser shall be true and correct in all material respects (except for
those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct to
such extent) as of the date of this Agreement and as of the Closing Date as though made at that time (except for representations and warranties
that speak as of a specific date, which shall be true and correct in all material respects as of such specified date); provided that each
representation or warranty made by such Purchaser in this Agreement under Sections 3(a), 3(b) and 3(c) shall be true and
correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date, which shall be true and correct as of such specified date).
| 7. | CONDITIONS TO THE PURCHASERS’ OBLIGATION TO PURCHASE |
The obligation of each Purchaser
hereunder to purchase the Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, on or before the Closing
Date, of each of the following conditions:
(a) Execution
of Transaction Documents and Other Documents. The Company shall have duly executed and delivered to such Purchaser each of the Transaction
Documents to which it is a party and other relevant documents reasonably requested by such Purchaser.
(b) Representations
and Warranties. The representations and warranties of the Company contained in the Transaction Documents shall be true and correct
in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect,
which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that time
(except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects
as of such specified date); provided that each representation or warranty made by the Company in this Agreement under Sections 4(a) and
4(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that
time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified
date).
(a) Subject
to Section 8(b) below, with respect to any Purchase, this Agreement may be terminated and the transactions contemplated
by this Agreement abandoned at any time prior to the Closing:
(i) by
mutual written agreement of the Company and such Purchaser;
(ii) by
the Company or such Purchaser if any legislative body, court, administrative agency or commission or other governmental authority, instrumentality,
agency or commission shall have enacted, issued, promulgated, enforced or entered any law or governmental regulation or order which has
the effect of prohibiting the sale and issuance of the Securities; provided, however, that the right to terminate this Agreement
pursuant to this Section 8(a)(ii) shall not be available to a party if the issuance of such law, regulation or order was initiated
by, or primarily due to a breach by, such party of this Agreement.
(b) In
the event of termination of this Agreement as provided in Section 8(a) above, this Agreement shall forthwith become void and
there shall be no liability or obligation on the part of the parties hereto and, as applicable, the officers, directors and shareholders
of each party, except that the provisions of Sections 8 and 9 hereof shall remain in full force and effect; provided that
nothing herein shall relieve any party hereto from liability for any breach of this Agreement that occurred prior to such termination.
(a) Survival.
The representations and warranties of the parties set forth in Sections 3 and 4 of this Agreement shall survive the execution and
delivery of this Agreement and the Closing for a period of twelve (12) months after the Closing, except as waived or released by
the party entitled to enforce such representations and warranties.
(b) Governing
Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed in accordance with the laws of the State of New York. Any dispute, controversy or claim arising out of or relating to
this Agreement, or the interpretation, breach, termination or validity hereof, shall be submitted to arbitration upon the request of any
party with notice to the other party. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International
Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in effect, which
rules are deemed to be incorporated by reference into this Section 9(a). There shall be three (3) arbitrators. The
complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving
the demand for arbitration. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong
Kong. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days
after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings
shall be conducted in English. Each party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may
now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction
of HKIAC in any such arbitration. The award of the arbitration tribunal shall be conclusive and binding upon the disputing parties, and
any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award. Any party to the dispute shall
be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the
arbitral tribunal.
(c) Remedies
and Waivers. No delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under
this Agreement or any other documents referred to in it shall: (i) affect that right, power or remedy; or (ii) operate as a
waiver thereof. The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude
any other or further exercise or any other right, power or remedy. Except as otherwise expressly provided in this Agreement, the rights,
powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.
(d) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party. Signatures in the form of facsimile
or electronically imaged “.pdf” shall be considered due execution and shall be binding upon the signatory thereto with the
same force and effect as if the signatures were original.
(e) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
(f) Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.
(g) Interpretation.
When a reference is made in this Agreement to an Article, Section, Exhibit or Annex, such reference shall be to an Article or
Section of, or an Exhibit or Annex to, this Agreement unless otherwise indicated. The table of contents and headings contained
in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever
the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to
be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. The word “or” shall not be exclusive. All references to “$” mean the lawful currency of
the United States. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms
and to the masculine as well as to the feminine and neuter genders of such term. Except as specifically stated herein, any agreement,
instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement,
instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by
waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto
and instruments incorporated therein. Except as otherwise specified herein, references to a Person are also to its permitted successors
and assigns. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement must be construed as if it is drafted by all the parties and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.
(h) Entire
Agreement; Amendments. This Agreement (including all schedules, annexes and exhibits hereto), together with the other Transaction
Documents constitute the entire agreement, and supersede all other prior oral or written agreements between the Purchasers, the Company,
their Affiliates and Persons acting on their behalf with respect to the subject matter hereof and thereof. No provision of this Agreement
may be amended other than by an instrument in writing signed by the Company and the Purchasers that represents a majority of the ADSs
issuable hereunder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement
is sought.
(i) Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) one (1) Business Day after deposit with an internationally recognized overnight courier service, or (iv) when
sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not, then on the next Business Day, in
each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:
If to the Company:
If
to [Investor 1]:
If
to [Investor 2]:
If
to [Investor 3]:
(j) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties.
(k) Adjustment
of Share Numbers. If there is a subdivision, split, share dividend, combination, reclassification or similar event with respect to
any of the Company’s Class A Ordinary Shares referred to in this Agreement, then, in any such event, the numbers and types
of shares of such Class A Ordinary Shares referred to in this Agreement shall be equitably adjusted as appropriate to the number
and types of shares of such securities that a holder of such number of shares would own or be entitled to receive as a result of such
event of such holder had held such number of shares immediately prior to the record date for, or effectiveness of, such event.
(l) Specific
Performance. The parties hereto acknowledge and agree irreparable harm may occur for which money damages would not be an adequate
remedy in the event that any of the provisions of the Transaction Documents were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that the parties to the Transaction Documents shall be entitled to seek injunction
to prevent breaches of the Transaction Documents and to enforce specifically the terms and provisions of the Transaction Documents.
[Signature Pages Follow]
IN
WITNESS WHEREOF, the Company and the Purchasers have caused its respective signature page to this Securities Purchase
Agreement to be duly executed as of the date first written above.
| |
NAAS TECHNOLOGY |
| |
|
| |
By: |
|
| |
|
Name: |
| |
|
Title: |
[Signature
Page to Securities Purchase Agreement]
IN
WITNESS WHEREOF, the Company and the Purchasers have caused their respective signature page to this Securities Purchase
Agreement to be duly executed as of the date first written above.
| PURCHASER: |
[Investor 1] |
| |
|
| |
By |
|
| |
|
Name: |
| |
|
Title: |
[Signature
Page to Securities Purchase Agreement]
IN
WITNESS WHEREOF, the Company and the Purchasers have caused their respective signature page to this Securities Purchase
Agreement to be duly executed as of the date first written above.
| PURCHASER: |
[Investor 2] |
| |
|
| |
By |
|
| |
|
Name: |
| |
|
Title: |
[Signature
Page to Securities Purchase Agreement]
IN
WITNESS WHEREOF, the Company and the Purchasers have caused their respective signature page to this Securities Purchase
Agreement to be duly executed as of the date first written above.
| PURCHASER: |
[Investor 3] |
| |
|
| |
By |
|
| |
|
Name: |
| |
|
Title: |
[Signature
Page to Securities Purchase Agreement]
Annex A
Purchasers
| Purchaser |
ADSs |
Warrant ADSs |
Aggregate Purchase Price |
| [Investor 1] |
[•] |
[•] |
[•] |
| [Investor 2] |
[•] |
[•] |
[•] |
| [Investor 3] |
[•] |
[•] |
[•] |
| Total |
[•] |
[•] |
[•] |
Annex
B
Form of Warrant
(separately attached)
Exhibit 99.2
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED
BY AMERICAN
DEPOSITARY SHARES
NAAS
Technology Inc.
Maximum Number of Warrant Shares issuable: [●]
Maximum Number of Warrant ADSs issuable: [●] |
Issue Date: [●], 2025 |
THIS WARRANT TO PURCHASE ORDINARY
SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, [Purchaser]
or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on [●], 2030
(the “Termination Date”) but not thereafter, to subscribe for and purchase from NaaS Technology Inc., an exempted company
incorporated under the laws of the Cayman Islands (the “Company”), up to [●] Ordinary Shares, with a nominal
or par value of $0.01 per share, of the Company (the “Warrant Shares”), represented by up to [●] ADSs (such ADSs
issuable upon exercise of this Warrant, the “Warrant ADSs” and each, a “Warrant ADS”), as subject
to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated [●], 2025, among the Company and each purchaser signatory thereto.
Section 2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted
by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of
Exercise”). Within the earlier of (i) two (2) Trading Days, the Holder shall deliver the aggregate Exercise Price
for the Warrant ADSs specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States
bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No
ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any
Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company until the Holder has purchased all of the Warrant ADSs available hereunder and this Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of
the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of
a portion of the total number of Warrant ADSs available hereunder shall have the effect of lowering the outstanding number of Warrant
ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased. The Holder and the Company shall maintain
records showing the number of Warrant ADS purchased and the date of such purchases. The Company shall deliver any objection to any Notice
of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant ADSs hereunder,
the number of Warrant ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
b) Exercise
Price. The exercise price per Warrant ADS under this Warrant shall be $[●], subject to adjustment hereunder (the “Exercise
Price”).
c) Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering or the prospectus contained therein
is not available for the issuance or resale of the Warrant ADSs to or by the Holder, then this Warrant may be exercised, in whole or in
part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
| (A) |
= |
as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the ADSs on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; |
| (B) |
= |
the Exercise Price, as adjusted hereunder; and |
| (X) |
= |
the number of Warrant ADSs that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. |
If Warrant ADSs are issued
in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,
the Warrant ADSs shall take on the registered characteristics of this Warrant. The Company agrees not to take any position contrary to
this Section 2(c), except to the extent required by applicable law, rules, or regulations.
Notwithstanding anything herein to the contrary,
on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).
“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or
quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading Market on
which the ADSs are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to
4:02 p.m. (New York City time)), (b) if the ADSs are not then listed or quoted on a Trading Market and if prices for the Ordinary
Shares are then reported on OTCQB or OTCQX, as applicable, the VWAP of the ADSs for such date (or the nearest preceding date) on OTCQB
or OTCQX, as applicable, (c) if the ADSs are not then listed or quoted for trading on a Trading Market or on OTCQB or OTCQX and if
prices for the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value of an ADS as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrant Shares issuable under Warrants
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Trading Day”
means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for trading for a
period of time less than the customary time.
“Trading Market”
means any of the following markets or exchanges on which ADSs and/or the Ordinary Shares are listed or quoted for trading on the date
in question: The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, The New York Stock Exchange, NYSE American,
NYSE Arca, the OTC Bulletin Board (or any nationally recognized successor to any of the foregoing).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or
quoted on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading
Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if the ADSs are not then listed or quoted on a Trading Market but are then
listed or quoted for trading on the OTCQB or OTCQX, the volume weighted average price of the ADSs for such date (or the nearest preceding
date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on a Trading Market or the OTCQB
or OTCQX and if prices for the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value of an ADS as
determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrant Shares issuable
under Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
d) Mechanics
of Exercise.
i Delivery
of Warrant ADS Shares Upon Exercise. The Company shall or shall cause its agent to deposit the Warrant Shares subject to such exercise
with the Depositary, and cause the Depositary to credit the account of the Holder’s or its designee’s balance account with
the Depository Trust Company (other than a failure to deposit or credit, as the case may be, caused by incorrect or incomplete information
provided by the Holder to the Company) through its Deposit/Withdrawal at Custodian system (“DWAC”) if the Depositary
is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant
ADSs to or resale of the Warrant ADSs by the Holder or (B) the Warrant ADSs are eligible for resale by the Holder without volume
or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of this Warrant), and otherwise electronic (registered
in book-entry format) or by physical delivery of a certificate, registered in the name of the Holder or its designee, for the number of
Warrant ADSs to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise
by the date that is within ten (10) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Delivery
Date”), provided, however, that such date shall automatically be extended by one additional Trading Day for each Trading Day
in the period commencing on the date of delivery to the Company of the Notice of Exercise and ending on the date that is ten (10) Trading
Days after such date, that is a day on which banking institutions in the jurisdictions in which the Registrar, Custodian or Depositary
(and/or the transfer agent) are located are authorized by law, regulation or executive order to close (such date, the “Warrant
ADS Delivery Date”), provided, that the Company shall not be obligated to cause the delivery of the Warrant ADSs hereunder unless
the Company has received the aggregate Exercise Price (other than in the case of a cashless exercise) on or before the Warrant ADS Delivery
Date. The Warrant Shares represented by the Warrant ADSs shall be deemed to have been issued, and Holder or any other person so designated
to be named therein shall be deemed to have become the holder of record of the Warrant ADSs for all purposes, as of the date the Warrant
has been exercised, irrespective of the date of delivery of the Warrant ADSs, provided that payment of the aggregate Exercise Price (other
than in the case of a cashless exercise) is received by the Warrant ADS Delivery Date. The Company agrees to maintain a depositary and
transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable, if applicable. The
Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given time
will be less than the amount stated on the face hereof.
ii Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
iii Rescission
Rights. If the Company fails to cause the Depositary to Deliver to the Holder the Warrant ADSs pursuant to Section 2(d)(i) by
the Warrant ADSs Date, then the Holder will have the right to rescind such exercise.
iv No
Fractional Shares or Scrip. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant. As to
any fraction of a share or ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its
election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise
Price or round down to the next whole share or ADS.
v Charges,
Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant ADSs, and such Warrant ADSs shall be issued in the name of the Holder or in such name
or names as may be directed by the Holder; provided, however, that, in the event that Warrant ADSs are to be issued in a name other than
the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as
Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto. The Company shall pay all fees of the Depositary including, without limitation,
all fees in connection with the issuance of the Warrant ADSs and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant ADSs.
vi Closing
of Books. The Company will not close its register of members in any manner that prevents the timely exercise of this Warrant, pursuant
to the terms hereof.
Section 3. Certain
Adjustments.
a) Share
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes
a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary
Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable,
(ii) subdivides outstanding Ordinary Shares or ADSs (including by way of a change in the ratio of Ordinary Shares represented by
an ADS) into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding
Ordinary Shares or ADSs (including by way of a change in the ratio of Ordinary Shares represented by an ADS) into a smaller number of
shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any share of the Company, as applicable,
any shares of capital stock of the Company then in each case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) outstanding immediately before such
event and of which the denominator shall be the number of Ordinary Shares or ADSs, as applicable, outstanding immediately after such event,
and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price
of this Warrant shall remain unchanged; provided, that any reduction in nominal value of Ordinary Shares without any dividend or distribution
shall not lead to any such adjustment. Any adjustment made pursuant to this Section 3(a) shall become effective immediately
after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification.
b) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an Ordinary Share, as the case
may be. For purposes of this Section 3, the number of Ordinary Shares or ADSs, as applicable, deemed to be issued and outstanding
as of a given date shall be the sum of the number of Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any, and excluding
Class A ordinary shares issued to JPMorgan Chase Bank, N.A., the depositary of the Company’s ADS program, for bulk issuance
of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Company’s stock incentive plans),
issued and outstanding.
c) Notice
to Holder.
i Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment.
ii Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Ordinary Shares (including Ordinary Shares represented by ADSs), (B) the Company shall declare a special nonrecurring cash dividend
on or a redemption of the Ordinary Shares (including Ordinary Shares represented by ADSs), (C) the Company shall authorize the granting
to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any equity securities of any class or of any rights
(including Ordinary Shares represented by ADSs), (D) the approval of any shareholders of the Company shall be required in connection
with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of
all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares or ADSs are converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall deliver or cause to be delivered by facsimile or email
to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to
be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares or ADSs of record shall be entitled
to exchange their Ordinary Shares or ADSs for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided
in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company
shall simultaneously furnish such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled to
exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.
iii Voluntary
Adjustment by the Company. Subject to the rules and regulations of the Trading Market on which the ADSs are then listed, the
Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.
Section 4. Transfer
of Warrant.
a) Transferability.
Subject to compliance with any applicable securities laws and prior written consent by the Company, this Warrant and all rights hereunder
(including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney-in-fact and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant
to the Company within two (2) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this
Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
ADSs without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney-in-fact. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date and shall be identical
with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.
c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
Section 5. Miscellaneous.
a) No
Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a shareholder of the Company or, prior to the exercise hereof as set forth in Section 2(d)(i), as an ADS holder
of the Company, except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant ADSs on a
“cashless exercise”, in no event will the Company be required to net cash settle an exercise of this Warrant.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation
of such Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu
of such Warrant.
c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
Day.
d) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.
e) Restrictions.
The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not then registered, and the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
f) Notices.
Any notice, request or other document required or permitted to be given or delivered hereunder shall be delivered in accordance with the
notice provisions of the Purchase Agreement.
g) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Ordinary Shares or ADS or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.
h) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by such Holder.
i) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder of this Warrant, on the other hand.
j) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
k) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
l) Currency.
All dollar amounts referred to in this Warrant are in United States Dollars (“U.S. Dollars”). All amounts owing under
this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted in the U.S. Dollar equivalent
amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount
of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar exchange rate as published in the Wall Street
Journal (NY edition) on the relevant date of calculation.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
| NAAS TECHNOLOGY INC. |
|
| |
|
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
[SIGNATURE
PAGE TO WARRANT OF NAAS TECHNOLOGY INC.]
EXHIBIT A
NOTICE
OF EXERCISE
TO: NAAS TECHNOLOGY INC.
(1) The undersigned hereby elects to purchase
________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment
of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check
applicable box):
[ ] in lawful money of the United States; or
[ ] if permitted the cancellation of such number of Warrant ADSs
as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number
of Warrant ADS purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
(3) Please issue said Warrant ADSs in the
name of the undersigned or in such other name as is specified below:
The Warrant ADSs shall be delivered to the following DWAC Account Number:
| [SIGNATURE OF HOLDER] |
| |
| Name of Investing Entity: |
| |
| |
|
| Signature of Authorized Signatory of Investing Entity: |
|
| |
|
| Name of Authorized Signatory: |
|
| |
|
| Title of Authorized Signatory: |
|
| |
| |
|
| Date: |
|
EXHIBIT B
ASSIGNMENT
FORM
(To assign the foregoing Warrant, execute this form and supply required
information. Do not use this form to exercise the Warrant to purchase Warrant ADSs.)
FOR VALUE RECEIVED, the foregoing Warrant and all
rights evidenced thereby are hereby assigned to
| Name: |
|
| |
|
| |
(Please Print) |
| |
|
| Address: |
|
| |
|
| |
(Please Print) |
| |
|
| Phone Number: |
|
| |
|
| Email Address: |
|
| |
|
| Dated: _______________ __, ______ |
|
| |
|
| Holder’s Signature: |
|
| |
|
| Holder’s Address: |
|
NaaS Technology (NASDAQ:NAAS)
Historical Stock Chart
From Jun 2025 to Jul 2025
NaaS Technology (NASDAQ:NAAS)
Historical Stock Chart
From Jul 2024 to Jul 2025
