CORRESP Filing
Nano Labs Ltd
Date: Aug. 4, 2025 · CIK: 0001872302 · Accession: 0001213900-25-071306
AI Filing Summary & Sentiment
Reasoning
Referenced dates: July 24, 2025
Letter
Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Europe, Middle East & Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dubai Dusseldorf Frankfurt/Main Geneva Istanbul Jeddah* Johannesburg Kyiv London Luxembourg Madrid Milan Munich Paris Prague Riyadh* Rome Stockholm Vienna Warsaw Zurich The Americas Bogota Brasilia** Buenos Aires Caracas Chicago Dallas Guadalajara Houston Juarez Lima Los Angeles Mexico City Miami Monterrey New York Palo Alto Porto Alegre** Rio de Janeiro** San Francisco Santiago Sao Paulo** Tijuana Toronto Washington, DC * Associated Firm ** In cooperation with Trench, Rossi e Watanabe Advogados Re: Nano Labs Ltd (CIK No. 0001872302) Registration Statement on Form F-3
Dear Bradley Ecker and Asia Timmons-Pierce,
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 July 24, 2025 on the Company's draft registration statement on Form F-3 confidentially submitted on July 18, 2025 (the " Draft Registration Statement "). Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-3 (the " Registration Statement ") and certain exhibits via EDGAR to the Commission.
To facilitate your review, we have separately emailed you a courtesy copy of the Registration Statement marked to show changes to Draft Registration Statement.
The Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references in the 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 Registration Statement.
Beijing Suite 3401, China World Office 2 China World Trade Centre 1 Jianguomenwai Dajie Beijing 100004 People's Republic of China Tel: +86 10 6535 3800 Fax: +86 10 6505 2309
Hong Kong 14th Floor, One Taikoo Place 979 King's Road, Quarry Bay Hong Kong SAR People's Republic of China Tel: +852 2846 1888 Fax: +852 2845 0476
Shanghai Unit 1601, Jin Mao Tower 88 Century Avenue Pudong, Shanghai 200121 People's Republic of China Tel: +86 21 6105 8558 Fax: +86 21 5047 0020
Registered foreign lawyers not admitted to practice in the PRC.
Baker & McKenzie LLP is a member of Baker & McKenzie International.
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
Response: In response to the Staff's comment, the Company respectfully submits that the Company has included the applicable disclosure in the Registration Statement and will also include in future Exchange Act filings all the applicable disclosures.
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 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.
● Pr ovide 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.
Response: In response to the Staff's comment, the Company has revised the disclosure on pages 1, 4 and 17 of the Registration Statement.
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.
Response: In response to the Staff's comment, the Company has revised the disclosure on page 2 of the Registration Statement.
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 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.
Response: In response to the Staff's comment, the Company has revised the disclosure on the cover page as well as pages 2, 5 and 18 of the Registration Statement.
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.
Response: In response to the Staff's comment, the Company has revised the disclosure on pages 1, 2, 4 and 17 of the Registration Statement. Specifically, in 2024, the Company formally adopted BTC as its primary reserve asset. During the second quarter of 2025, the Company's management conducted a comprehensive review of prevailing market models for digital currency reserve programs. Following rigorous internal evaluation, the Company's management determined that BNB had shown considerable market potential, and accordingly, the Company strategically reallocated its digital currency reserve to focus exclusively on BNB.
If you have any questions regarding the Registration Statement, please contact Mr. K. Ronnie Li at Baker & McKenzie LLP by telephone at 86-138 1033 4784 or via e-mail at Ronnie.Li@bakermckenziefenxun.com, or the undersigned by telephone at +852 2846 1016 or via e-mail at Dan.Ouyang@bakermckenzie.com.
Very truly yours,
/s/ Dan Ouyang
Show Raw Text
CORRESP 1 filename1.htm Baker & McKenzie LLP Suite 3401, China World Office 2 China World Trade Centre 1 Jianguomenwai Dajie Beijing 100004 People's Republic of China 中国北京建国门外大街 1 号 中国国际贸易中心 国贸写字楼 2 座 3401 室 邮编 : 100004 Tel: +86 10 6535 3800 Fax: +86 10 6505 2309 chinalaw@bakermckenzie.com www.bakermckenzie.com Asia Pacific Bangkok Beijing Brisbane Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur* Manila* Melbourne Seoul Shanghai Singapore Sydney Taipei Tokyo Yangon August 4, 2025 PRIVATE AND CONFIDENTIAL Bradley Ecker Asia Timmons-Pierce Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Europe, Middle East & Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dubai Dusseldorf Frankfurt/Main Geneva Istanbul Jeddah* Johannesburg Kyiv London Luxembourg Madrid Milan Munich Paris Prague Riyadh* Rome Stockholm Vienna Warsaw Zurich The Americas Bogota Brasilia** Buenos Aires Caracas Chicago Dallas Guadalajara Houston Juarez Lima Los Angeles Mexico City Miami Monterrey New York Palo Alto Porto Alegre** Rio de Janeiro** San Francisco Santiago Sao Paulo** Tijuana Toronto Washington, DC * Associated Firm ** In cooperation with Trench, Rossi e Watanabe Advogados Re: Nano Labs Ltd (CIK No. 0001872302) Registration Statement on Form F-3 Dear Bradley Ecker and Asia Timmons-Pierce, 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 July 24, 2025 on the Company's draft registration statement on Form F-3 confidentially submitted on July 18, 2025 (the " Draft Registration Statement "). Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-3 (the " Registration Statement ") and certain exhibits via EDGAR to the Commission. To facilitate your review, we have separately emailed you a courtesy copy of the Registration Statement marked to show changes to Draft Registration Statement. The Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references in the 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 Registration Statement. Beijing Suite 3401, China World Office 2 China World Trade Centre 1 Jianguomenwai Dajie Beijing 100004 People's Republic of China Tel: +86 10 6535 3800 Fax: +86 10 6505 2309 Hong Kong 14th Floor, One Taikoo Place 979 King's Road, Quarry Bay Hong Kong SAR People's Republic of China Tel: +852 2846 1888 Fax: +852 2845 0476 Shanghai Unit 1601, Jin Mao Tower 88 Century Avenue Pudong, Shanghai 200121 People's Republic of China Tel: +86 21 6105 8558 Fax: +86 21 5047 0020 Registered foreign lawyers not admitted to practice in the PRC. Baker & McKenzie LLP is a member of Baker & McKenzie International. 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 Response: In response to the Staff's comment, the Company respectfully submits that the Company has included the applicable disclosure in the Registration Statement and will also include in future Exchange Act filings all the applicable disclosures. 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 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. ● Pr ovide 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. Response: In response to the Staff's comment, the Company has revised the disclosure on pages 1, 4 and 17 of the Registration Statement. 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. Response: In response to the Staff's comment, the Company has revised the disclosure on page 2 of the Registration Statement. 2 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 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. Response: In response to the Staff's comment, the Company has revised the disclosure on the cover page as well as pages 2, 5 and 18 of the Registration Statement. 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. Response: In response to the Staff's comment, the Company has revised the disclosure on pages 1, 2, 4 and 17 of the Registration Statement. Specifically, in 2024, the Company formally adopted BTC as its primary reserve asset. During the second quarter of 2025, the Company's management conducted a comprehensive review of prevailing market models for digital currency reserve programs. Following rigorous internal evaluation, the Company's management determined that BNB had shown considerable market potential, and accordingly, the Company strategically reallocated its digital currency reserve to focus exclusively on BNB. 3 If you have any questions regarding the Registration Statement, please contact Mr. K. Ronnie Li at Baker & McKenzie LLP by telephone at 86-138 1033 4784 or via e-mail at Ronnie.Li@bakermckenziefenxun.com, or the undersigned by telephone at +852 2846 1016 or via e-mail at Dan.Ouyang@bakermckenzie.com. Very truly yours, /s/ Dan Ouyang Enclosures cc: Nano Labs Ltd Jianping Kong, Chairman and Chief Executive Officer, Nano Labs Ltd K. Ronnie Li, Esq., Baker & McKenzie LLP Jingyi (Sherry) Zhou, Audit Senior, MaloneBailey, LLP Yuqian Miao, Partner, Zhong Lun Law Firm 4