纳比特美股招股说明书(2025-10-07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 48 for more information about how theselling shareholders may sell or dispose of their ClassA ordinary shares. The ClassA ordinary shares are listed on the Nasdaq Global Market under thesymbol “NA.” The last reported sale price of the ClassA ordinary shares onSeptember26, 2025 was US$5.31 per Class A ordinary share. We are subject to a number of prohibitions, restrictions and potential delistingrisks under the Holding Foreign Companies Accountable Act (the “HFCAA”). Pursuant tothe HFCAA and related regulations, if we have filed an audit report issued by aregistered public accounting firm that the Public Company Accounting Oversight Board(the “PCAOB”) has determined that it is unable to inspect and investigatecompletely, the U.S.Securities and Exchange Commission (the “SEC”) will identifyus as a “Commission-identified Issuer,” and the trading of our securities on anyU.S.national securities exchange, as well as any over-the-counter trading in theUnitedStates, will be prohibited if we are identified as a Commission-identifiedIssuer for two consecutiveyears. On December 29, 2022, the ConsolidatedAppropriations Act, 2023 (the “CAA”) was signed into law by President Biden. TheCAA, among other things, reduced the number of consecutive non-inspection yearsrequired for triggering the prohibitions under the HFCAA as it was originally passedfrom the original threeyears to two, and thus, reduced the time before aCommission-identified Issuer’s securities may be prohibited from trading ordelisted. In August2022, the PCAOB, the CSRC and the Ministry of Finance of the PRCsigned a Statement of Protocol (the “Statement of Protocol”), which establishes aspecific and accountable framework for the PCAOB to conduct inspections andinvestigations of PCAOB-governed accounting firms in mainland China and Hong Kong.On December15, 2022, the PCAOB announced that it was able to secure complete accessto inspect and investigate PCAOB-registered public accounting firms headquartered inmainland China and HongKong completely in 2022. The PCAOB Board vacated itsprevious 2021 determinations that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainland China andHongKong. However, whether the PCAOB will continue to be able to satisfactorilyconduct inspections of PCAOB-registered public accounting firms headquartered inmainland China and HongKong is subject to uncertainties and depends on a number offactors out of our and our auditor’s control. The PCAOB continues to demand completeaccess in mainland China and HongKong moving forward and is making plans to resumeregular inspections in early 2023 and beyond, as well as to continue pursuing ongoinginvestigations 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 not amongthe PCAOB-registered public accounting firms headquartered in China and Hong Kongthat are subject to PCAOB’s determination issued on December16, 2021 of having beenunable to inspect or investigate completely. However, we could still face the risk ofdelisting and cease of trading of our securities from a stock exchange or an over-the-counter market in the United States under the HFCAA and the securitiesregulations Table of Contents promulgated thereunder if the PCAOB determines in the future that it is unable tocompletely inspect or investigate our auditor which has a presence in China. TheseChina-related ri