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| CUSIP No. 62955X102 | | | | Page 4 of 5 Pages |
| Item 1. | Security and Issuer |
This Schedule 13D relates to the Class A ordinary shares of NaaS Technology Inc., a Cayman Islands company (the “Issuer”), whose principal executive offices are located at Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024, People’s Republic of China.
The ordinary shares of the issuer consist of Class A ordinary shares (including Class A ordinary shares represented by ADSs), Class B ordinary shares and Class C ordinary shares, par value $0.01 each.
The ADSs of the Issuer are listed on the Nasdaq Capital Market under the symbol “NAAS.” Each ADS represents 10 Class A ordinary shares.
| Item 2. | Identity and Background |
(a): This Schedule 13D is being filed jointly by Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.) and Zhenwei Investment Fund Management Co., Ltd. (these two persons together, the “Reporting Persons”, and each, a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit A.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person except as otherwise provided in Rule 13d-1(k).
(b), (c), and (f): Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.) is a limited liability partnership organized under the laws of the People’s Republic of China. Its principal place of business is located at 8F, Beijing Shougang International Building, Xizhimen North Street, Haidian District, Beijing, People’s Republic of China. Zhenwei Investment Fund Management Co., Ltd. is the general partner of Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.) and has its registered address at 8/F, 60 Xizhimen North Avenue, Haidian District, Beijing, China.
(d) and (e): During the last five years, neither of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
On February 8, 2022, RISE Education Cayman Ltd (“RISE”), the Issuer’s predecessor, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Dada Auto Inc. (“Dada”), Dada Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and wholly-owned subsidiary of RISE (“Merger Sub”), and Dada Merger Sub II Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and wholly owned subsidiary of RISE (“Merger Sub II”), pursuant to which Merger Sub was to merge (the “Merger”) with and into Dada, with Dada surviving as the surviving entity (the “Surviving Entity”), followed by the merger (collectively with the Merger, the “Mergers”) of the Surviving Entity with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of RISE. Shareholders of Dada were to exchange all of the issued and outstanding shares of Dada immediately prior to the Merger for newly issued shares of RISE in a transaction exempt from the registration requirements under the Securities Act of 1933. A copy of the Merger Agreement was attached as Annex A to the proxy statement furnished as Exhibit 99.2 to the Issuer’s current report on Form 6-K furnished to the SEC on April 4, 2022 and incorporated herein by reference.
The Mergers and all transactions contemplated by the Merger Agreement were consummated on June 10, 2022, as a result of which 253,891,329 Class A ordinary shares, par value $0.01 per share, were issued to Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.), in exchange for the Series A preferred shares of Dada held by it immediately prior to the Effective Time (as defined in the Merger Agreement).
| Item 4. | Purpose of Transaction. |
The information set forth in Item 3 is hereby incorporated by reference in its entirety. The purpose of the Mergers was to enable the Issuer to acquire 100% control of Dada’s business in a transaction in which the holders of securities of Dada would receive the Issuer’s ordinary shares.
