纳比特美股招股说明书(2025-05-06版)

Nano Labs Ltd 652,174 ClassA Ordinary Shares This prospectus relates to the proposed resale or other disposition of 652,174ClassA ordinary shares issuable upon the exercise of warrants, or the Warrants, bythe selling shareholders identified in this prospectus. The selling shareholdersacquired the Warrants from us pursuant to that certain securities purchase agreement,dated as of April11, 2024, by and among us and the purchasers named therein, or theSecurities Purchase Agreement, in a private placement offering, or the PrivatePlacement. We are not selling any ClassA ordinary shares under this prospectus and willnot receive any of the proceeds from the sale or other disposition of ClassAordinary shares by the selling shareholders. However, we will receive proceeds fromthe exercise, if ever exercised, of the Warrants. The selling shareholders or their pledgees, assignees or successors-in-interestmay offer and sell or otherwise dispose of the ordinary shares described in thisprospectus from time to time through public or private transactions at prevailingmarket 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 the sales of ClassA ordinary shares. We will bear all othercosts, expenses and fees in connection with the registration of the shares. See“Plan of Distribution” beginning on page 132 for more information about how theselling shareholders may sell or dispose of their ClassA ordinary shares. Our ClassA ordinary shares are listed on the NASDAQ Global Market under thesymbol “NA.” The last reported sale price of our ClassA ordinary shares on April24, 2025 was US$4.9 per ClassA ordinary share. On December15, 2022, the Public Company Accounting Oversight Board, or thePCAOB, announced that it was able to secure complete access to inspect andinvestigate PCAOB-registered public accounting firms headquartered in mainland Chinaand HongKong completely in 2022. The PCAOB Board vacated its previous 2021determinations that the PCAOB was unable to inspect or investigate completelyregistered public accounting firms headquartered in mainland China and HongKong.The PCAOB inspections team has also completed fieldwork for 2023, with the completeaccess required under the Holding Foreign Companies Accountable Act, or the HFCAA.However, whether the PCAOB will continue to be able to satisfactorily conductinspections of PCAOB-registered public accounting firms headquartered in mainlandChina and HongKong is subject to uncertainties and depends on a number of factorsout of our and our auditor’s control. The PCAOB continues to demand complete accessin mainland China and HongKong moving forward, as well as to continue pursuingongoing investigations and initiate new investigations as needed. The PCAOB has alsoindicated that it will act immediately to consider the need to issue newdeterminations with the HFCAA if needed. Our auditor, MaloneBailey, LLP, is anindependent registered public accounting firm headquartered in the UnitedStateswith offices in Beijing and Shenzhen, China. MaloneBailey, LLP is a firm registeredwith the PCAOB, and is required by the UnitedStates laws to undergo regularinspections by the PCAOB to assess its compliance with the laws of the U.S.andprofessional standards. As of the date of this prospectus, we have not been and donot expect to be identified by the SEC under the HFCAA. However, if the PCAOB isunable to inspect and investigate completely registered public accounting firmslocated in China and we fail to retain a registered public accounting firm that thePCAOB is able to inspect and investigate completely for two consecutiveyears, or ifwe otherwise fail to meet the PCAOB’s requirements, our ClassA ordinary shares willbe delisted from the Nasdaq Stock Market, and our shares will not be permitted fortrading over the counter in the UnitedStates under the HFCAA and relatedregulations. If our Class A ordinary shares are prohibited from trading in the UnitedStates, we cannot assure you that we will be able to list on a non-U.S. exchange orthat a market for our Class A ordinary shares will develop outside of the UnitedStates. Such a prohibition would substantially impair your ability to sell orpurchase our Class A ordinary shares when you wish to do so, and the risk anduncertainty associated with delisting would have a negative impact on the price ofour Class A ordinary Table of Contents shares. Moreover, the HFCAA or other efforts to increase U.S. regulatory access toaudit information could cause investor uncertainty for affected issuers, includingus, and the market price of our Class A ordinary shares could be adversely affected.Furthermore, such a prohibition would significantly affect our ability to raisecapital on terms acceptable to us, or at all, which would have a material adverseimpact on our business, results of operations and financial condition. For details,see “Risk Fac