豪微美股招股说明书(2025-01-21版)

Nano Labs Ltd 6,521,737 Class A Ordinary Shares This Prospectus Supplement No. 4 is being filed to update and supplement the information contained in theprospectus dated October 1, 2024 (as supplemented from time to time, the “Prospectus”) that forms a part of ourRegistration Statement on Form F-1, as amended and supplemented (File No. 333-278977) (the “RegistrationStatement”) with the information contained in six Current Reports on Form 6-K, each filed with the Securities andExchange Commission (“SEC”) on December 12, 2024, December 26, 2024, December 30, 2024, January 10, 2025,January 14, 2025 and January 21, 2025, respectively. Accordingly, we have attached these six Current Reports tothis Prospectus Supplement No. 4. The Prospectus and this Prospectus Supplement No. 4 relate to the proposed resale or other disposition of 6,521,737Class A ordinary shares issuable upon the exercise of warrants, or the Warrants, by the selling shareholdersidentified in the Prospectus. The selling shareholders acquired the Warrants from us pursuant to certain securitiespurchase agreement, dated as of April 11, 2024, by and among us and the purchasers named therein, or theSecurities Purchase Agreement, in a private placement offering, or the Private Placement. We are not selling anyClass A ordinary shares under the Prospectus and will not receive any of the proceeds from the sale or otherdisposition of Class A ordinary shares by the selling shareholders. However, we will receive proceeds from theexercise, if ever exercised, of the Warrants. The selling shareholders or their pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the ordinary shares described in the Prospectus from time to timethrough public or private transactions at prevailing market prices, at prices related to prevailing market prices or atprivately negotiated prices. The selling shareholders will bear all commissions and discounts, if any, attributable tothe sales 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 of the Prospectus for more informationabout how the selling shareholders may sell or dispose of their Class A ordinary shares. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants or that theywill exercise any or all of them for cash. The likelihood that warrant holders will exercise the Warrants and any cashproceeds that we would receive is dependent upon the market price of our Class A ordinary shares. If the marketprice of our Class A ordinary shares is less than the exercise price of the Warrants, meaning the Warrants are “out ofthe money,” we believe the holders of the Warrants will be unlikely to exercise their Warrants, and we are unlikelyto receive proceeds from the exercise of Warrants. The amount of cash we would receive from the exercise of theWarrants will decrease to the extent that Warrants are exercised on a cashless basis. This Prospectus Supplement No. 4 updates and supplements the information in the Prospectus and is not completewithout, and may not be delivered or utilized except in combination with, the Prospectus, including any amendmentsor supplements thereto. This Prospectus Supplement No. 4 should be read in conjunction with the Prospectus and ifthere is any inconsistency between the information in the Prospectus and this Prospectus Supplement No. 4, youshould rely on the information in this Prospectus Supplement No. 4. Our Class A ordinary shares are listed on the NASDAQ Capital Market under the symbol “NA.” The closing pricefor our Class A ordinary shares on January 17, 2025 was US$7.71 per Class A ordinary share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of theProspectus and other risk factors contained in the documents incorporated by reference herein for adiscussion of information that should be considered in connection with an investment in our securities. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus supplement is January 21, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-41426 Nano Labs Ltd(Exact name of registrant as specified in its charter) China Yuangu Hanggang Technology Building509 Qianjiang Road, Shangcheng District,Hangzhou, Zhejiang, 310000People’s Republic of China(Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form