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Correspondence 0001193125-23-149450 from NaaS Technology Inc. (NAAS) (CIK 0001712178) (NAAS)

NaaS Technology Inc. (NAAS) (CIK 0001712178)
Date: May 19, 2023 · CIK: 0001712178 · Accession: 0001193125-23-149450

Offering / Registration Process Regulatory Compliance Business Model Clarity

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Sentiment
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Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
May 19, 2023
Author
/s/ Shu Du
Form
CORRESP
Company
NaaS Technology Inc. (NAAS) (CIK 0001712178)

Letter

Division of Corporation Finance Office of Trade and Services Washington, D.C. 20549 Re: NaaS Technology Inc. (CIK Number: 000 1712178) Registration Statement on Form F-1

Dear Ms. Beech:

On behalf of our client, NaaS Technology Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby filing Amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”) containing a preliminary prospectus with the estimated offering size and certain exhibits relating to a proposed registered direct offering in the United States of the Company’s Class A ordinary shares, par value US$0.01 per share, to be represented by American depositary shares (“ADSs”) via EDGAR to the Securities and Exchange Commission (the “Commission”).

The Company intends to file an acceleration request on May 22, 2023 to request that the staff of the Commission (the “Staff”) declare effectiveness of the Registration Statement on or about May 24, 2023. The Company would greatly appreciate the Staff’s continuing assistance and support to the Company in meeting the proposed timetable for the offering.

* * *

Registration Statement

Securities and Exchange Commission

May 19, 2023

Page 2

If you have any questions regarding the Registration Statement, please contact the undersigned, partner at Skadden, Arps, Slate, Meagher & Flom LLP, by phone at +852 3740 4858 or via e-mail at shu.du@skadden.com.

Very truly yours,
/s/ Shu Du

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 SKADDEN, ARPS, SLATE, MEAGHER &
FLOM

 PARTNERS

GEOFFREY CHAN *

SHU DU *

 ANDREW L.
FOSTER *

 CHI T. STEVE KWOK *

EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

 JONATHAN B. STONE *

KAI SUN

 PALOMA P.
WANG

◆ (ALSO ADMITTED IN ENGLAND & WALES)

* (ALSO ADMITTED IN NEW YORK)

 世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

 AFFILIATE OFFICES

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

 BEIJING

BRUSSELS

 FRANKFURT

LONDON

 MUNICH

PARIS

 SÃO PAULO

SEOUL

 SHANGHAI

SINGAPORE

 TOKYO

TORONTO

 May 19,
2023

 Ms. Taylor Beech

Division of Corporation Finance

 Office of Trade and Services

 U.S. Securities and Exchange

 Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
 NaaS Technology Inc.

(CIK Number: 000 1712178)

Registration Statement on Form F-1

Dear Ms. Beech:

 On behalf of our client,
NaaS Technology Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby filing Amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”) containing a preliminary prospectus with the estimated offering size and certain exhibits relating to a proposed registered direct offering in the United States of
the Company’s Class A ordinary shares, par value US$0.01 per share, to be represented by American depositary shares (“ADSs”) via EDGAR to the Securities and Exchange Commission (the “Commission”).

The Company intends to file an acceleration request on May 22, 2023 to request that the staff of the Commission (the
“Staff”) declare effectiveness of the Registration Statement on or about May 24, 2023. The Company would greatly appreciate the Staff’s continuing assistance and support to the Company in meeting the proposed timetable for
the offering.

*            *
 *

 Registration Statement

Securities and Exchange Commission

 May 19, 2023

Page 2

 If you have any questions regarding the Registration Statement, please contact the
undersigned, partner at Skadden, Arps, Slate, Meagher & Flom LLP, by phone at +852 3740 4858 or via e-mail at shu.du@skadden.com.

Very truly yours,

 /s/ Shu Du

Shu Du

cc:
 Mr. Alex Wu, Chief Financial Officer, NaaS Technology Inc.

Ms. Christine JH Zhang, Partner, Ernst & Young Hua Ming LLP