Correspondence 0001213900-25-082607 from Nano Labs Ltd (NA)
Nano Labs Ltd
Date: Aug. 29, 2025 · CIK: 0001872302 · Accession: 0001213900-25-082607
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288573
Referenced dates: August 25, 2025
Letter
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 July 9, 2025 File No. 333-288573
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.
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 6 and 20 of the Revised Registration Statement.
● 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 6 and 20 of the Revised Registration Statement to add the relevant risk factor.
If you have any questions regarding the Revised 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 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 July 9, 2025 File No. 333-288573 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 6 and 20 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 6 and 20 of the Revised Registration Statement to add the relevant risk factor. If you have any questions regarding the Revised 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