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 July 2025
Commission File Number: 001-41426
Nano Labs Ltd
(Exact name of registrant as specified in its charter)
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District,
Hangzhou, Zhejiang, 310000
People’s Republic of 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 ☒ Form
40-F ☐
EXPLANATORY NOTE
The
documents attached as Exhibits 4.1, 5.1, 8.1, 10.1, 10.2, 23.1 and 99.1 to this report on Form 6-K are hereby incorporated by reference
into the Company’s Registration Statement on Form F-3, as amended, initially filed with the U.S. Securities and
Exchange Commission on August 14, 2023 (Registration No. 333-273968) and a prospectus supplement dated June 26, 2025 thereunder, 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shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports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.
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.
Date: July 2, 2025 |
Nano Labs Ltd |
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By: |
/s/ Jianping Kong |
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Name: |
Jianping Kong |
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Title: |
Chairman and Chief Executive Officer |
EXHIBIT INDEX
Exhibit
No. |
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Description |
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4.1 |
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Form of Warrant |
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5.1 |
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Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of Class A ordinary shares of the company |
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8.1 |
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Opinion of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands tax matters (included in Ex 5.1) |
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10.1 |
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Form of Securities Purchase Contract |
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10.2 |
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Placement Agent Agreement dated June 26, 2025 between Nano Labs Ltd and Maxim Group LLC |
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23.1 |
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Consent of Maples and Calder (Hong Kong) LLP (included in Ex 5.1) |
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99.1 |
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Pricing Release |
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