SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Jianping Kong
Chief Executive Officer
Nano Labs Ltd
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang
People s Republic of China

 Re: Nano Labs Ltd
 Draft Registration Statement on Form F-3
 Submitted July 18, 2025
 CIK No. 0001872302
Dear Jianping Kong:

 We have reviewed your draft registration statement and have the following
comment(s).

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-3 submitted July 18, 2025
General

1. Please confirm that you will include in future Exchange Act filings all
applicable
 disclosures you include, or will include, in this registration statement
in response to
 our comments.

2. You state in Exhibit 99.1 to the amended 6-K filed July 7, 2025 and
incorporated by
 reference that you purchased 74,315 BNB tokens, with a total transaction
value of
 about US$50 million, and that "[f]ollowing this transaction, the Company
 s
 July 24, 2025
Page 2

 cumulative reserve of mainstream digital currencies, including Bitcoin
and BNB, has
 around US$160 million, marking a successful initial step in Nano Labs
BNB
 strategic plan and underscoring its commitment to increasing BNB
holdings over
 time." Please revise to address the following points:
 Describe the use case for BNB including its intended purpose, use
and/or
 function.
 Provide a discussion of BNB tokenomics discussing the past and
current supply
 of BNB, how new BNB is created, any burn mechanism, and any
inflationary or
 deflationary mechanism.
 Provide a materially complete description of BNB, including a
discussion of the
 BNB ecosystem and a description of the lifecycle of the BNB token.
 Provide risk factor disclosure discussing any material risks related
to the BNB
 token and its ownership.

 Please include the revised disclosure directly within your next
amendment to Form F-
 3.

3. We note your disclosure under "Custody of our Cryptocurrency Holdings"
on page 58
 of the Form 20-F for the fiscal year ended December 31, 2024 and
incorporated by
 reference that you "maintain [your] cryptocurrency holdings in wallets
hosted on
 reputable exchanges, including Hashkey Exchange, CEFFU, Coinbase and
Binance."
 Please supplementally confirm whether you have disclosed the identities
of the
 material third party custodians with which you maintain your crypto
asset holdings,
 and with respect to each material custodian, please expand your
disclosure to disclose:

 the material terms of any agreement you have with the custodian;
 the proportion of private keys that are held in hot, warm or cold
storage and
 whether the crypto assets stored by the custodian are commingled
with assets of
 other customers;
 whether any entity is responsible for verifying the existence of
your crypto assets;
 and
 whether and to what extent the custodian carries insurance for any
losses of the
 crypto assets it custodies for you.

 Please include the revised disclosure directly within your next
amendment to Form F-
 3.

4. We note the changes you made to your disclosure appearing on the cover
page,
 Summary and Risk Factor sections relating to legal and operational risks
associated
 with operating in China and PRC regulations. It is unclear to us that
there have been
 changes in the regulatory environment in the PRC since your registration
statement
 that was filed on June 3, 2024 warranting revised disclosure to mitigate
the challenges
 you face and related disclosures. The Sample Letters to China-Based
Companies
 sought specific disclosure relating to the risk that the PRC government
may intervene
 July 24, 2025
Page 3

 in or influence your operations at any time, or may exert control over
operations of
 your business, which could result in a material change in your
operations and/or the
 value of the securities you are registering for sale. We remind you
that, pursuant to
 federal securities rules, the term control (including the terms
controlling,
 controlled by, and under common control with ) as defined in
Securities Act Rule
 405 means the possession, direct or indirect, of the power to direct
or cause the
 direction of the management and policies of a person, whether through
the ownership
 of voting securities, by contract, or otherwise. The Sample Letters
also sought
 specific disclosures relating to uncertainties regarding the enforcement
of laws and
 that the rules and regulations in China can change quickly with little
advance notice.
 We do not believe that your revised disclosure referencing the PRC
government s
 intent to strengthen its regulatory oversight conveys the same risk.
Please restore your
 disclosures in these areas to the disclosures as they existed in the
registration
 statement as of June 3, 2024.

Prospectus Summary, page 1

5. We note your disclosure on page 1 that "[w]e have actively positioned
ourselves in the
 digital assets space, adopting BNB as our primary reserve asset. We have
accumulated
 nearly US$160 million in mainstream digital currencies including BNB and
BTC."
 Please address the following points in your next amendment to Form F-3:
 Reconcile the above-referenced disclosure that you have adopted BNB
as your
 primary reserve asset with your disclosures in your Form 20-F for
the fiscal year
 ended December 31, 2024 that you have adopted Bitcoin as your
primary reserve
 asset (see, e.g., pages 10, 55, 58 and 79).
 Provide a discussion of the material aspects of your reserve asset
strategy.
 Provide separate risk factors addressing material risks related to
your reserve asset
 strategy.

 Please contact Bradley Ecker at 202-551-4985 or Asia Timmons-Pierce at
202-551-
3754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>