豪微美股招股说明书(2024-10-10版)

Nano Labs Ltd 6,521,737 Class A Ordinary Shares This prospectus relates to the proposed resale or other disposition of 6,521,737 Class A ordinary sharesissuable upon the exercise of warrants, or the Warrants, by the selling shareholders identified in this prospectus.The selling shareholders acquired the Warrants from us pursuant to that certain securities purchase agreement,dated as of April 11, 2024, by and among us and the purchasers named therein, or the Securities PurchaseAgreement, in a private placement offering, or the Private Placement. We are not selling any Class A ordinary shares under this prospectus and will not receive any of theproceeds from the sale or other disposition of Class A ordinary shares by the selling shareholders. However, wewill receive proceeds from the exercise, if ever exercised, of the Warrants. The selling shareholders or their pledgees, assignees or successors-in-interest may offer and sell orotherwise dispose of the ordinary shares described in this prospectus from time to time through public orprivate transactions at prevailing market prices, at prices related to prevailing market prices or at privatelynegotiated prices. The selling shareholders will bear all commissions and discounts, if any, attributable to thesales of Class A ordinary shares. We will bear all other costs, expenses and fees in connection with theregistration of the shares. See “Plan of Distribution” beginning on page 132 for more information about howthe selling shareholders may sell or dispose of their Class A ordinary shares. The Class A ordinary shares are listed on the NASDAQ Global Market under the symbol “NA.” The lastreported sale price of the Class A ordinary shares on September 27, 2024 was US$1,01 per Class A ordinaryshare. On December 15, 2022, the Public Company Accounting Oversight Board, or the PCAOB, announcedthat it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous2021 determinations that the PCAOB was unable to inspect or investigate completely registered publicaccounting firms headquartered in mainland China and Hong Kong. The PCAOB inspections team has alsocompleted fieldwork for 2023, with the complete access required under the Holding Foreign CompaniesAccountable Act, or the HFCAA. However, whether the PCAOB will continue to be able to satisfactorilyconduct inspections of PCAOB-registered public accounting firms headquartered in mainland China andHong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control.The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward, as wellas to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has alsoindicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. Our auditor, MaloneBailey, LLP, is an independent registered public accounting firm headquartered inthe United States with offices in Beijing and Shenzhen, China. MaloneBailey, LLP is a firm registered with thePCAOB, and is required by the United States laws to undergo regular inspections by the PCAOB to assess itscompliance with the laws of the U.S. and professional standards. As of the date of this prospectus, we have notbeen and do not expect to be identified by the SEC under the HFCAA. However, if the PCAOB is unable toinspect and investigate completely registered public accounting firms located in China and we fail to retain aregistered public accounting firm that the PCAOB is able to inspect and investigate completely for twoconsecutive years, or if we otherwise fail to meet the PCAOB’s requirements, our Class A ordinary shares willbe delisted from the Nasdaq Stock Market, and our shares will not be permitted for trading over the counter inthe United States under the HFCAA and related regulations. If our Class A ordinary shares are prohibited fromtrading in the United States, we cannot assure you that we will be able to list on a non-U.S. exchange or that amarket for our Class A ordinary shares will develop outside of the United States. Such a prohibition wouldsubstantially impair your ability to sell or purchase our Class A ordinary shares when you wish to do so, andthe risk and uncertainty associated with delisting would have a negative impact on the price of our Class Aordinary shares. Moreover, the HFCAA or other efforts to increase U.S. regulatory access to audit informationcould cause investor uncertainty for affected issuers, including us, and the market price of our Class A ordinaryshares could be adversely affected. Furthermore, such a prohibition would significantly affect our ability toraise Table of Contents capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, resultsof operations and