Correspondence 0001213900-24-049068 from Nano Labs Ltd (NA)
Nano Labs Ltd
Date: June 3, 2024 · CIK: 0001872302 · Accession: 0001213900-24-049068
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278977
Referenced dates: May 14, 2024
Letter
Division of Corporation Finance Office of Manufacturing Re: Nano Labs Ltd Response to the Staff’s Comments on the Registration Statement on Form F-1 Filed on April 29, 2024 File No. 333-278977
Dear Mr. Eranga Dias and Mr. Bradley Ecker,
On behalf of our client, Nano Labs Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated May 14, 2024 on the Company’s registration statement on Form F-1 filed on April 29, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing its amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) via EDGAR to the Commission for review.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.
Registration Statement on Form F-1 filed April 29, 2024
General
1. The Sample Letters to China-Based Companies seek specific disclosure relating to the risk that the PRC government may intervene 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 seek 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 disclosure conveys the same risk. For example, and without limitation, we note your disclosure that “...our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in China,” "The PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence our operations as the government deems appropriate to further regulatory, political and societal goals," and disclosure contained in your risk factor on page 41 titled "Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us." Please revise your cover page, summary, and risk factor disclosure relating to legal and operational risks associated with operating in China and PRC regulations for consistency with the Sample Letters.
In response to the Staff’s comment, the Company has revised the disclosures on the cover page as well as pages 3, 38 and 39 of the Amended Registration Statement.
***
Wilson Sonsini Goodrich & Rosati, Professional Corporation
威尔逊●桑西尼●古奇●罗沙迪律师事务所
austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de
The Company understands and acknowledges that the Company and its management are responsible for the accuracy and adequacy of the Company’s disclosures, notwithstanding any review, comments, action, or absence of action by the Staff.
If you have any questions regarding the Amended Registration Statement, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.
Very
truly yours,
/s/
Dan Ouyang
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Unit 2901, 29F, Tower C
Beijing Yintai Centre
No. 2 Jianguomenwai Avenue
Chaoyang District, Beijing 100022
People’s Republic of China
Phone: 86-10-6529-8300
Fax: 86-10-6529-8399
Website: www.wsgr.com
中国北京市朝阳区建国门外大街2号
银泰中心写字楼C座29层2901室
邮政编码:
100022
电话:
86-10-6529-8300
传真:
86-10-6529-8399
网站: www.wsgr.com
Via EDAGR
June 3, 2024
Mr. Eranga Dias
Mr. Bradley Ecker
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Re:
Nano Labs Ltd
Response to the Staff’s Comments on the Registration Statement on Form F-1
Filed on April 29, 2024
File No. 333-278977
Dear Mr. Eranga Dias and
Mr. Bradley Ecker,
On behalf of our client,
Nano Labs Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby
submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated May 14, 2024 on the
Company’s registration statement on Form F-1 filed on April 29, 2024 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing its amendment No. 1 to the Registration Statement (the “Amended
Registration Statement”) via EDGAR to the Commission for review.
The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amended Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Amended Registration Statement.
Registration Statement
on Form F-1 filed April 29, 2024
General
1.
The Sample Letters to China-Based Companies seek specific disclosure relating to the risk that the PRC government may intervene 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 seek 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 disclosure conveys the same risk. For example, and without limitation, we note your disclosure that “...our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in China,” "The PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence our operations as the government deems appropriate to further regulatory, political and societal goals," and disclosure contained in your risk factor on page 41 titled "Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us." Please revise your cover page, summary, and risk factor disclosure relating to legal and operational risks associated with operating in China and PRC regulations for consistency with the Sample Letters.
In
response to the Staff’s comment, the Company has revised the disclosures on the cover page as well as pages 3, 38 and
39 of the Amended Registration Statement.
***
Wilson Sonsini Goodrich & Rosati, Professional Corporation
威尔逊●桑西尼●古奇●罗沙迪律师事务所
austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto
SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de
The Company understands
and acknowledges that the Company and its management are responsible for the accuracy and adequacy of the Company’s disclosures,
notwithstanding any review, comments, action, or absence of action by the Staff.
If you have any questions
regarding the Amended Registration Statement, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.
Very
truly yours,
/s/
Dan Ouyang
Dan Ouyang
Enclosures
cc:
Jianping
Kong, Chairman and Chief Executive Officer, Nano Labs Ltd
Bing Chen, Chief Financial Officer, Nano Labs Ltd