Correspondence 0001213900-24-053322 from Nano Labs Ltd (NA)
Nano Labs Ltd
Date: June 17, 2024 · CIK: 0001872302 · Accession: 0001213900-24-053322
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278977
Referenced dates: June 13, 2024
Letter
Division of Corporation Finance Office of Manufacturing Re: Nano Labs Ltd Response to the Staff’s Comments on Amendment No.1 to Registration Statement on Form F-1 Filed on June 3, 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 June 13, 2024 on the Company’s amendment No. 1 to the registration statement on Form F-1 filed on June 3, 2024 (the “Registration Statement”).
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.
Amendment No.1 to Form F-1 filed June 3,
General
1.
We note your disclosure on page 130 that your selling securityholders may offer and sell the securities through agreements between broker-dealers and the selling shareholders to sell a specified number of such Class A ordinary shares at a stipulated price per share.
Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
The Company confirms its understanding that it will file a post-effective amendment to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information, including the retention by a selling stockholder of an underwriter.
***
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 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 17, 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 Amendment No.1 to Registration Statement on Form F-1
Filed on June 3, 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 June 13, 2024 on the Company’s amendment No. 1 to the registration statement on
Form F-1 filed on June 3, 2024 (the “Registration Statement”).
The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Amended Registration Statement.
Amendment No.1 to Form F-1 filed June 3,
2024
General
1.
We note your disclosure on page 130 that your selling securityholders
may offer and sell the securities through agreements between broker-dealers and the selling shareholders to sell a specified number of
such Class A ordinary shares at a stipulated price per share.
Please confirm your understanding that the retention by a selling
stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer
to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
The Company confirms its understanding
that it will file a post-effective amendment to include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information, including the retention by a selling stockholder of
an underwriter.
***
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 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