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 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 29, 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

 Re:

 Nano Labs Ltd (CIK No. 0001872302)
 Response to the Staff's Comments
on
 Registration Statement on Form F-3
 Filed on August 4, 2025
 File No. 333-289211
 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 August 25, 2025 on
the Company's registration statement on Form F-3 filed on August 4, 2025 (the " Registration Statement "). Concurrently
with the submission of this letter, the Company is submitting its revised registration statement on Form F-3 (the " Revised Registration
Statement ") via EDGAR to the Commission for review pursuant to the Jumpstart Our Business Startups Act. To facilitate your review,
we have separately sent to you via email today a copy of the Revised Registration Statement, marked to show changes to the Registration
Statement, and will, upon your request, deliver paper copies of the same to you.

 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

 The Staff's comments are repeated below
in bold and are followed by the Company's responses. We have included page references in the Revised 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 Revised Registration Statement.

 * Associated Firm

 ** In cooperation with Trench, Rossi e Watanabe Advogados

 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.

 2

 Form F-3 filed August
4, 2025

 General

 1. We note your revised disclosure in response to prior comment
3. Please address the following points in your next amendment or response letter, as applicable:

 ● Refer to your disclosure under "Custody of our Cryptocurrency
Holdings" that you "maintain [your] cryptocurrency holdings in wallets hosted on reputable exchanges, including Hashkey Exchange,
CEFFU, Coinbase and Binance." As previously requested, please supplementally confirm whether you have disclosed the identities
of the material third party custodians with which you maintain your crypto asset holdings and revise to address the substance of prior
comment 3 with respect to each material custodian.

 Response: In response to the Staff's
comment, the Company respectfully submits that currently it maintains its cryptocurrency holdings only in CEFFU and Binance. CEFFU is
a third-party custodian, and Binance is an online exchange and a trading platform for digital assets trading. The Company has revised
the disclosure on page 2 of the Revised Registration Statement to disclose material terms of its custodian agreement with CEFFU, and
its standard agreement with Binance. Neither CEFFU nor Binance discloses the proportion of private keys that are held in hot, warm or
cold storage. CEFFU does not carry insurance for any losses of the crypto asset it custodies, and Binance does not disclose whether it
carries insurance for any such losses.

 ● We are unable to locate responsive revisions in response to prior comment 3 with respect to Hashkey
Exchange and Coinbase, each of whom your disclosure identifies as a third party custodian with which you maintain your crypto asset holdings.
Please revise as appropriate or advise otherwise.

 Response: In response to the Staff's
comment, the Company respectfully submits that the Company no longer has cryptocurrency asset hosted on Hashkey Exchange and Coinbase.
Accordingly, it has revised the disclosure on page 2 of the Revised Registration Statement.

 ● Your revised disclosure states that, "[f]or our cryptocurrency assets stored in CEFFU, we are
not aware of the proportion of private keys that are held in hot, warm or cold storage." Please tell us whether your custody agreement
with CEFFU specifies how the private keys stored by CEFFU on your behalf are held (e.g., cold, warm or hot storage) and revise to disclose
the same in greater detail, qualitatively and/or quantitatively, to the extent such information is reasonably available.

 Response: In
response to the Staff's comment, the Company respectfully submits that the Company's agreement with CEFFU does not specify
how the private keys stored by CEFFU on the Company's behalf are held in hot, warm or cold storage. In addition, CEFFU does not
disclose such details.

 ● We note your disclosure that "CEFFU does not provide insurance on client assets under custody"
and that you lack visibility as to whether Binance maintains insurance coverage for your crypto asset holdings. Please add a separately
captioned risk factor discussing the risks attendant to the potential absence of such insurance coverage for your crypto asset holdings.

 Response: In
response to the Staff's comment, the Company has revised the disclosure on pages 5 and 18 of the Revised Registration Statement.

 3

 ● Your revised disclosure states that "[t]he majority of our remaining cryptocurrency assets are
custodied by Binance, which does not make custodian agreements publicly available according to its internal policy." Please tell
us whether you have an agreement with Binance regarding its custody arrangements for the crypto assets that it custodies on your behalf.
If so, please supplementally advise us why you "lack visibility" into such custody arrangements you're your revised
disclosure states. To the extent you have a material custody agreement with Binance, please revise to address the substance of prior comment
3 with respect thereto or advise otherwise. Furthermore, to the extent that you lack visibility into such custody arrangements, please
tell us how you considered adding risk factor disclosure related thereto.

 Response: In
response to the Staff's comment, the Company respectfully submits that the Company does not have a specific agreement with Binance
regarding its custody arrangements for the cryptocurrency assets that are maintained by Binance. The Company only has a standard agreement
with Binance, and it has revised the disclosure on page 2 of the Revised Registration Statement to disclose the major terms of such
standard agreement. The Company has also revised the disclosure on pages 5 and 18 of the Revised Registration Statement to add the relevant
risk factor.
 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

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