Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)
NaaS
Technology Inc.
(Name of Issuer)
Class A
Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
62955X102**
(CUSIP
Number)
December 31, 2022
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
** |
The CUSIP number relates to the American Depository Shares of NaaS Technology Inc. (the Issuer),
each representing 10 Class A Ordinary Shares of the Issuer. |
|
|
|
|
|
CUSIP No. 62955X102 |
|
13G |
|
Page
2
of 7 |
|
|
|
|
|
|
|
1 |
|
Names of reporting persons
Bain Capital Rise Education IV Cayman Limited |
2 |
|
Check the appropriate box
if a member of a group (a) ☐ (b) ☐
|
3 |
|
SEC use only
|
4 |
|
Citizenship or place of
organization Cayman
Islands |
|
|
|
|
|
|
|
Number of
shares beneficially
owned by each
reporting person
with: |
|
5 |
|
Sole voting power
0 |
|
6 |
|
Shared voting power
119,372,236 Class A Ordinary Shares |
|
7 |
|
Sole dispositive power
0 |
|
8 |
|
Shared dispositive power
119,372,236 Class A Ordinary
Shares |
|
|
|
|
|
|
|
9 |
|
Aggregate amount beneficially owned by each reporting person
119,372,236 Class A Ordinary Shares |
10 |
|
Check if the aggregate
amount in Row (9) excludes certain shares
☐ |
11 |
|
Percent of class
represented by amount in Row (9) 21.6% |
12 |
|
Type of reporting
person CO |
|
|
|
|
|
CUSIP No. 62955X102 |
|
13G |
|
Page
3
of 7 |
|
|
|
|
|
|
|
1 |
|
Names of reporting persons
BCPE Nutcracker Cayman, L.P. |
2 |
|
Check the appropriate box
if a member of a group (a) ☐ (b) ☐
|
3 |
|
SEC use only
|
4 |
|
Citizenship or place of
organization Cayman
Islands |
|
|
|
|
|
|
|
Number of
shares beneficially
owned by each
reporting person
with: |
|
5 |
|
Sole voting power
0 |
|
6 |
|
Shared voting power
18,722,140 Class A Ordinary Shares |
|
7 |
|
Sole dispositive power
0 |
|
8 |
|
Shared dispositive power
18,722,140 Class A Ordinary
Shares |
|
|
|
|
|
|
|
9 |
|
Aggregate amount beneficially owned by each reporting person
18,722,140 Class A Ordinary Shares |
10 |
|
Check if the aggregate
amount in Row (9) excludes certain shares
☐ |
11 |
|
Percent of class
represented by amount in Row (9) 3.4% |
12 |
|
Type of reporting
person PN |
|
|
|
|
|
CUSIP No. 62955X102 |
|
13G |
|
Page
4
of 7 |
Item 1(a). Name of Issuer
The name of the issuer to which this filing on Schedule 13G relates is NaaS Technology Inc. (the Issuer).
Item 1(b). Address of Issuers Principal Executive Offices
The principal executive offices of the Issuer are located at Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang
District, Beijing, China.
Item 2(a). Name of Person Filing
This Schedule 13G is being filed jointly by Bain Capital Rise Education IV Cayman Limited, a Cayman Islands limited company (the BC Rise IV), and
BCPE Nutcracker Cayman, L.P., a Cayman Islands exempted limited partnership (BCPE Nutcracker and, together with BC Rise IV, the Reporting Persons).
BC Rise IV is owned by Bain Capital Asia Integral Investors, L.P., a Cayman Islands limited partnership (Asia Integral), whose general partner is
Bain Capital Investors, LLC, a Delaware limited liability company (BCI).
BCI is the manager of Bain Capital Investors Asia IV, LLC, a Cayman
Islands limited liability company (Asia IV GP), which is the general partner of Bain Capital Asia Fund IV, L.P., a Cayman Islands exempted limited partnership (Asia Fund IV), which is the manager of BCPE Nutcracker GP, LLC, a
Cayman Islands limited liability company (BCPE Nutcracker GP and, together with the Reporting Persons, Asia Integral, BCI, Asia IV GP and Asia Fund IV, the Bain Capital Entities), which is the general partner of BCPE
Nutcracker.
As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons. Voting and
investment decisions with respect to securities held by the Reporting Persons are made by the partners of BCI.
The Reporting Persons have entered into a
Joint Filing Agreement, dated February 14, 2023, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.
Item 2(b). Address of Principal Business Office or, if None, Residence
The principal business address for each of the Bain Capital Entities is 200 Clarendon Street, Boston, Massachusetts 02116.
Item 2(c). Citizenship
Each of the Reporting
Persons, Asia Integral, Asia IV GP, Asia Fund IV and BCPE Nutcracker GP are organized under the laws of the Cayman Islands. BCI is organized under the laws of the State of Delaware.
Item 2(d). Title of Class of Securities
The
class of equity securities of the Issuer to which this Schedule 13G relates is Class A Ordinary Shares, par value $0.01 per share (the Class A Ordinary Shares).
Item 2(e). CUSIP Number
The CUSIP number of the
Issuers American Depositary Shares is 62955X102. Each American Depositary Share represents 10 Class A Ordinary Shares.
|
|
|
|
|
CUSIP No. 62955X102 |
|
13G |
|
Page
5
of 7 |
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); |
|
(b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
(c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
(d) |
☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
(e) |
☐ An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E); |
|
(f) |
☐ An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F); |
|
(g) |
☐ A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
|
(h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
|
(i) |
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of
the Investment Company Act (15 U.S.C. 80a-3); |
|
(j) |
☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
|
(k) |
☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution.
(a) Amount beneficially owned:
As of the close of
business on December 31, 2022, BC Rise IV held 119,372,236 Class A Ordinary Shares, representing approximately 21.6% of the Issuers outstanding Class A Ordinary Shares and approximately 2.0% of the Issuers total voting
power, and BCPE Nutcracker held 18,722,140 Class A Ordinary Shares, representing approximately 3.4% of the Issuers outstanding Class A Ordinary Shares and approximately 0.3% of the Issuers total voting power.
As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13G, the Reporting Persons may be deemed to collectively
beneficially own an aggregate of 138,094,376 Class A Ordinary Shares, representing approximately 25.0% of the Issuers outstanding Class A Ordinary Shares and approximately 2.4% of the Issuers total voting power.
The percentage of the Issuers outstanding Class A Ordinary Shares and total voting power held by the Reporting Persons are based on (a) 494,048,037
Class A Ordinary Shares outstanding as of June 10, 2022, as reported in the Issuers Form 20-F filed with the Securities and Exchange Commission on June 16, 2022, and the issuance of an
additional 57,570,524 Class A Ordinary Shares by the Issuer on November 30, 2022, as reported in the Issuers Form 6-K filed with the Securities and Exchange Commission on December 1, 2022,
(b) 248,888,073 Class B Ordinary Shares, par value $0.01 per share (the Class B Ordinary Shares), outstanding as of June 10, 2022, as reported in the Issuers Form 20-F filed
with the Securities and Exchange Commission on June 16, 2022, and (c) 1,398,659,699 Class C Ordinary Shares, par value $0.01 per share (the Class C Ordinary Shares), outstanding, as of June 10, 2022, as reported in
the Issuers Form 20-F filed with the Securities and Exchange Commission on June 16, 2022. 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.
(b) Percent of class:
See Item 4(a) hereof.
|
|
|
|
|
CUSIP No. 62955X102 |
|
13G |
|
Page
6
of 7 |
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or direct the vote:
|
|
|
BC Rise IV |
|
119,372,236 Class A Ordinary Shares |
|
|
BCPE Nutcracker |
|
18,722,140 Class A Ordinary Shares |
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
|
|
|
BC Rise IV |
|
119,372,236 Class A Ordinary Shares |
|
|
BCPE Nutcracker |
|
18,722,140 Class A Ordinary Shares |
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five
Percent on Behalf of Another Person
Not applicable.
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.
Item 8. Identification
and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not
applicable.
Item 10. Certifications
Not
applicable.
|
|
|
|
|
CUSIP No. 62955X102 |
|
13G |
|
Page
7
of 7 |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and
correct.
|
|
|
|
|
|
|
Dated: February 14, 2023 |
|
|
|
Bain Capital Rise Education IV Cayman Limited |
|
|
|
|
|
|
|
|
By: |
|
/s/ David Gross-Loh |
|
|
|
|
|
|
Name: David Gross-Loh |
|
|
|
|
|
|
Title: Director |
|
|
|
|
|
|
|
BCPE Nutcracker Cayman, L.P. |
|
|
|
|
|
|
|
|
By: |
|
BCPE Nutcracker GP, LLC, |
|
|
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
|
Bain Capital Asia Fund IV, L.P., |
|
|
|
|
|
|
its manager |
|
|
|
|
|
|
|
|
By: |
|
Bain Capital Investors Asia IV, LLC, |
|
|
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
By |
|
Bain Capital Investors, LLC, |
|
|
|
|
|
|
its manager |
|
|
|
|
|
|
|
|
By: |
|
/s/ David Gross-Loh |
|
|
|
|
|
|
Name: David Gross-Loh |
|
|
|
|
|
|
Title: Partner |
RISE Education Cayman (NASDAQ:REDU)
Historical Stock Chart
From May 2024 to Jun 2024
RISE Education Cayman (NASDAQ:REDU)
Historical Stock Chart
From Jun 2023 to Jun 2024