Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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NaaS Technology Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.01 per share (Title of Class of Securities) |
62955X102 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 62955X102 |
| 1 | Names of Reporting Persons
Timeswell LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
348,260,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Notes to Rows 5, 7 and 9: This represents 348,260,000.00 Class A ordinary shares in the form of 1,741,300 ADSs directly held by Timeswell LLC. Timeswell LLC is a limited liability company incorporated under the laws of the state of California and its registered business address is 2905 Stender Way, Suite 36, Santa Clara, CA 95054. Notes to Row 11: The percentage of the class of securities is based on a total of 4,802,246,843 ordinary shares issued and outstanding of the Issuer as of March 28, 2025 as a single class, including 3,494,699,071 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued to LMR Multi-Strategy Master Fund Limited (LMR) on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; and (c) ADSs that remain issuable as of the date hereof under the Share Subscription Facility Agreements dated December 16, 2024, and December 23, 2024, respectively.
SCHEDULE 13G
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| CUSIP No. | 62955X102 |
| 1 | Names of Reporting Persons
Chunyu Bao | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
348,260,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes to Rows 5, 7 and 9: This represents 348,260,000.00 Class A ordinary shares in the form of 1,741,300 ADSs held by Timeswell LLC, which is wholly owned by Mr. Chunyu Bao. Notes to Row 11: The percentage of the class of securities is based on a total of 4,802,246,843 ordinary shares issued and outstanding of the Issuer as of March 28, 2025 as a single class, including 3,494,699,071 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued to LMR Multi-Strategy Master Fund Limited (LMR) on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; and (c) ADSs that remain issuable as of the date hereof under the Share Subscription Facility Agreements dated December 16, 2024, and December 23, 2024, respectively
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NaaS Technology Inc. | |
| (b) | Address of issuer's principal executive offices:
NEWLINK CENTER, AREA G, BLDG. 7,HUITONG, TIMES SQUARE, NO.1 Beijing, F4, 100024 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the followings is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: (1) Timeswell LLC (2) Chunyu Bao | |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is c/o 2905 Stender Way, Suite 36, Santa Clara, CA 95054 | |
| (c) | Citizenship:
(1) Timeswell LLC is organized under the laws of State of California, United States of America. (2) Mr. Chunyu Bao is a citizen of People's Republic of China. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.01 per share | |
| (e) | CUSIP No.:
62955X102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
348,260,000 This represents 348,260,000.00 Class A ordinary shares in the form of 1,741,300 ADSs directly held by Timeswell LLC. Timeswell LLC is wholly owned by Mr. Chunyu Bao. | |
| (b) | Percent of class:
7.25% The percentage of the class of securities is based on a total of 4,802,246,843 ordinary shares issued and outstanding of the Issuer as of March 28, 2025 as a single class, including 3,494,699,071 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued to LMR Multi-Strategy Master Fund Limited (LMR) on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; and (c) ADSs that remain issuable as of the date hereof under the Share Subscription Facility Agreements dated December 16, 2024, and December 23, 2024, respectively. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
348,260,000 | ||
| (ii) Shared power to vote or to direct the vote:
0.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
348,260,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Not applicable |