SecProbe.io

CORRESP
 1
 filename1.htm

 Via EDAGR 

 September 17, 2025

 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

 Re:
 Nano Labs Ltd (CIK No. 0001872302)

 Registration Statement on Form F-3 (File No. 333-289211)

 Dear Bradley Ecker and Asia Timmons-Pierce,

 Pursuant to Rule 461 of Regulation C (" Rule
461 ") promulgated under the Securities Act of 1933, as amended, Nano Labs Ltd (the " Company ") hereby requests
that the effectiveness of the above-referenced registration statement on Form F-3, as amended (the " F-3 Registration
Statement "), be accelerated to, and that the F-3 Registration Statement become effective at, 10:00 A.M., Eastern Time
on September 19, 2025 or as soon thereafter as practicable.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the F-3 Registration Statement in accordance with Rule 461. Such request may be made by an executive
officer of the Company or by any attorney from the Company's U.S. counsel, Baker & McKenzie LLP.

 [Signature page follows]

 Very truly yours,

 Nano Labs Ltd

 By:
 /s/ Jianping Kong

 Name:
 Jianping Kong

 Title:
 Chairman and Chief Executive Officer

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 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

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 25, 2025

Jianping Kong
Chief Executive Officer
Nano Labs Ltd
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang
People s Republic of China

 Re: Nano Labs Ltd
 Registration Statement on Form F-3
 Filed August 4, 2025
 File No. 333-289211
Dear Jianping Kong:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

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.
 August 25, 2025
Page 2

 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.
 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.
 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.
 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, as 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.

 Please include the revised disclosure directly within your next
amendment to Form F-
 3.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Bradley Ecker at 202-551-4985 or Asia Timmons-Pierce at
202-551-
3754 with any other questions.

 Sincerely,
 August 25, 2025
Page 3

 Division of Corporation Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Jianping Kong
Chief Executive Officer
Nano Labs Ltd
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang
People s Republic of China

 Re: Nano Labs Ltd
 Draft Registration Statement on Form F-3
 Submitted July 18, 2025
 CIK No. 0001872302
Dear Jianping Kong:

 We have reviewed your draft registration statement and have the following
comment(s).

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

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.

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
 July 24, 2025
Page 2

 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.
 Provide 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.

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.

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 intervene
 July 24, 2025
Page 3

 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.

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.

 Please contact Bradley Ecker at 202-551-4985 or Asia Timmons-Pierce at
202-551-
3754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Via EDAGR 

July 9, 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 (CIK No. 0001872302)

    Registration Statement on Form F-1 (File No. 333-278977)

Dear Mr. Dias and Mr. Ecker,

Pursuant to Rule 461 of Regulation C (“Rule
461”) promulgated under the Securities Act of 1933, as amended, Nano Labs Ltd (the “Company”) hereby requests
that the effectiveness of the above-referenced registration statement on Form F-1, as amended (the “F-1 Registration
Statement”), be accelerated to, and that the F-1 Registration Statement become effective at, 10:00 A.M., Eastern Time
on July 11, 2024 or as soon thereafter as practicable.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the F-1 Registration Statement in accordance with Rule 461. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional
Corporation.

[Signature page follows]

    Very truly yours,

    Nano Labs Ltd

    By:
    /s/ Jianping Kong

    Name:
    Jianping Kong

    Title:
    Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
June 13, 2024
Jianping Kong
Chief Executive Officer
Nano Labs Ltd
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang, 310000, PRC
Re:Nano Labs Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed June 3, 2024
File No. 333-278977
Dear Jianping Kong:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 14, 2024 letter.
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.
            Please contact Eranga Dias at 202-551-8107 or Bradley Ecker at 202-551-4985 with any
other questions.

 FirstName LastNameJianping Kong
 Comapany NameNano Labs Ltd
 June 13, 2024 Page 2
 FirstName LastName
Jianping Kong
Nano Labs Ltd
June 13, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

 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

United States securities and exchange commission logo
May 30, 2024
Jianping Kong
Chief Executive Officer
Nano Labs Ltd
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang , 310000
People’s Republic of China
Re:Nano Labs Ltd
Annual Report on Form 20-F for the fiscal year ended December 31, 2023
Filed April 8, 2024
File No. 001-41426
Dear Jianping Kong:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    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 

May 28, 2024

Ms. Beverly Singleton

Mr. Kevin Woody

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Nano Labs Ltd (CIK No. 0001872302)

    Response to the Staff’s Comments on the Annual Report on Form 20-F for the fiscal year ended
    December 31, 2023 (File No. 001-41426)

Dear Ms. Singleton and Mr. Woody,

On behalf of our client, Nano Labs Ltd, a foreign
private issuer organized 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 15, 2024 on the Company’s Form
20-F for the fiscal year ended December 31, 2023 filed on April 8, 2024 (the “2023 Form 20-F”).

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 2023 Form 20-F.

Annual Report on Form 20-F for the Fiscal Year Ended December 31,
2023

Introduction, page ii

    1.
    Please disclose prominently within this section that you are not a Chinese operating company but a
    Cayman Islands holding company with operations conducted by your subsidiaries in China. Disclose whether or not you have any contractual
    arrangements with a variable interest entity (VIE) based in China or whether you indirectly have a consolidating indirect majority
    ownership interest in the PRC-based subsidiaries. To the extent you have a VIE structure please expand your disclosures accordingly
    to describe the unique risks to investors involved with this structure. Also disclose that you have not been or expect to be identified
    by the Commission under the HFCAA, including the impact of being identified as a Commission-Identified Issuer. We note certain of
    these disclosures have been included within Risk Factors, under the sub-heading Risks Related to Conducting Business in China beginning
    on page 37. Please ensure to provide cross references of more detailed disclosure to the respective risk factor.

In response to the Staff’s comment, the Company has
revised the disclosure on pages iii, iv and 44 of the 2023 Form 20-F.

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

    2.
    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 “[y]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 40 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 disclosure on pages iii, 7 and 41 of the 2023 Form 20-F.

Key Information, page 1

    3.
    Notwithstanding the disclosures made in the Risk Factors sub-heading Risks Related to Conducting Business
    in China, please address the following prominently within Key Information separate from the Risk Factors, and provide a cross-reference
    to the specific sub-risk factor for more details:

 ● Disclose that trading in your securities may be prohibited
under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor,
and that as a result an exchange may determine to delist your securities. Disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021.

In response to the Staff’s comment, the Company has
revised the disclosure on page 1 of the 2023 Form 20-F.

 ● At the onset of Item 3, disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe
the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in
the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless.

In response to the Staff’s comment, the Company has
revised the disclosure on page 1 of the 2023 Form 20-F.

 ● Disclose each permission or approval that you, your subsidiaries,
or the VIEs are required to obtain from Chinese authorities to operate your business and to offer the securities being registered to
foreign investors. State whether you, your subsidiaries, or VIEs are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve the VIE’s
operations, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or
(iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 2 and 3 of the 2023 Form 20-F.

    2

 ● At the onset of Item 3, provide a clear description of
how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed under the VIE
agreements. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company, its subsidiaries,
and the consolidated VIEs, and direction of transfer. Quantify any dividends or distributions that a subsidiary or consolidated VIE have
made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions
have been made to date. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders,
and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your
subsidiaries and/or the consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed under
the VIE agreements.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 3 and 4 of the 2023 Form 20-F.

    4.
    We note your Risk Factor disclosure on page 52 that substantially all of your current officers and
    directors are nationals and residents of countries other than the United States. Please provide a separate Enforceability section,
    to disclose the difficulty of bringing actions and enforcing judgments against these individuals. Reference is made to our disclosure
    previously provided in the Form F-1 Registration Statement, file number 333- 266825, declared effective by the Staff on September
    27, 2022.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 4 and 5 of the 2023 Form 20-F.

Controls and Procedures

Disclosure Controls and Procedures, page 134

    5.
    Refer to the first paragraph. Please disclose whether based on that evaluation, your chief executive
    officer and chief financial officer concluded that, as of December 31, 2023, your disclosure controls and procedures (“DCP”)
    were also determined to be not effective due to the material weakness identified in your internal control over financial reporting
    (“ICFR”). We note your current disclosure implies that DCP were not impacted, notwithstanding the ineffectiveness of
    your ICFR, and that you do not provide a conclusion regarding the effectiveness of DCP. Reference is made to Item 307 of Regulation
    S-K. To the extent that ICFR has been determined to be ineffective due to the material weakness identified, we would expect your
    DCP also to be ineffective due to the overlap of controls. Further, in the second paragraph, please clarify if you had more than
    one material weakness, as we note disclosure in Risk Factors on page 27, MD&A-ICFR on page 95, and in your Management’s
    Report on Internal Control over Financial Reporting on page 134, that only one material weakness had been identified, whereas your
    current disclosure refers to material weaknesses. Please revise.

In response to the Staff’s comment, the Company has
revised the disclosure on page 139 of the 2023 Form 20-F.

Management’s Annual Report on Internal Control over Financial
Reporting, page 134

    6.
    Please address the following:

 ● In the paragraphs where you refer to management, please
expand to disclose if your management includes the participation of your chief executive officer and chief financial officer.

In response to the Staff’s comment, the Company has
revised the disclosure on page 139 of the 2023 Form 20-F.

 ● Under the heading of Internal Control over Financial Reporting
on page 135, please expand to include within this section your implementation and remediation plans to address the material weakness
identified. We note such discussion instead is provided under the heading, Change in Internal Control over Financial Reporting, with
an expanded discussion in MD&A-ICFR on page 96, which expanded discussion should also be included herein.

In response to the Staff’s comment, the Company has
revised the disclosure on page 140 of the 2023 Form 20-F.

    3

 ● Under the heading of Change in Internal Control over Financial
Reporting, please revise to disclose if there were any change in your internal control over financial reporting (“ICFR”)
identified in connection with your evaluation of ICFR, other than those discussed above relating to the material weakness, that occurred
during your fourth fiscal quarter (i.e., quarter ended December 31, 2023) that has materially affected, or is reasonably likely to materially
affect, your internal control over financial reporting. See Item 308(c) of Regulation S-K.

In response to the Staff’s comment, the Company has
revised the disclosure on page 140 of the 2023 Form 20-F.

 ● Please revise your Exhibit 12.1 and 12.2 Certifications
to include the disclosure language required by paragraph 4(b) pursuant to the Instructions to Item 19 of Form 20-F as pertaining to Exhibit
12, paragraph 4(b). In this regard, we note your currently filed Exhibit 12.1 and 12.2 Certifications discloses at paragraph 4(b), [Reserved].
Given that this is your second annual report on Form 20-F after your initial public offering, you are required to comply with disclosure
requirements of Item 308(a) of Regulation S-K, whereby the Exhibit 12.1 and 12.2 Certifications should include the disclosures for paragraph
4(b).

In response to the Staff’s comment, the Company has
filed updated Exhibit 12.1 and Exhibit 12.2.

 ● Please file an amendment to your December 31, 2023 annual
report on Form 20-F, in its entirety, to reflect the revisions as noted to your disclosure controls and procedures and internal control
over financial reporting. Your amended filing should also include updated Exhibit 12 and Exhibit 13 Certifications accordingly. We refer
you to the following Staff Compliance & Disclosure Interpretations (“C&DIs”): (i) Exchange Act Rules, C&DI No.
161.01, and (ii) Regulation S-K, C&DI No. 246.12.

In response to the Staff’s comment, the Company has
filed an amendment to its December 31, 2023 annual report on Form 20-F/A in its entirety.

***

    4

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 2023
Form 20-F, 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

5

United States securities and exchange commission logo
May 15, 2024
Jianping Kong
Chief Executive Officer
Nano Labs Ltd
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang , 310000
People’s Republic of China
Re:Nano Labs Ltd
Annual Report on Form 20-F for the fiscal year ended December 31, 2023
Filed April 8, 2024
File No. 001-41426
Dear Jianping Kong:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Annual Report on Form 20-F for the FIscal Year Ended December 31, 2023
Introduction, page ii
1.Please disclose prominently within this section that you are not a Chinese operating
company but a Cayman Islands holding company with operations conducted by your
subsidiaries in China. Disclose whether or not you have any contractual arrangements
with a variable interest entity (VIE) based in China or whether you indirectly have a
consolidating indirect majority ownership interest in the PRC-based subsidiaries. To the
extent you have a VIE structure please expand your disclosures accordingly to describe
the unique risks to investors involved with this structure.  Also disclose that you have not
been or expect to be identified by the Commission under the HFCAA, including the
impact of being identified as a Commission-Identified Issuer. We note certain of these
disclosures have been included within Risk Factors, under the sub-heading Risks Related
to Conducting Business in China beginning on page 37. Please ensure to provide cross-

 FirstName LastNameJianping Kong
 Comapany NameNano Labs Ltd
 May 15, 2024 Page 2
 FirstName LastNameJianping Kong
Nano Labs Ltd
May 15, 2024
Page 2
references of more detailed disclosure to the respective risk factor.

2.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 “[y]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 40 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.

Key Information, page 1
3.Notwithstanding the disclosures made in the Risk Factors sub-heading Risks Related to
Conducting Business in China, please address the following prominently within Key
Information separate from the Risk Factors, and provide a cross-reference to the specific
sub-risk factor for more details:

•Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or
investigate completely your auditor, and that as a result an exchange may determine
to delist your securities. Disclose whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021.

•At the onset of Item 3, disclose the risks that your corporate structure and being based
in or having the majority of the company’s operations in China poses to investors. In
particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For

 FirstName LastNameJianping Kong
 Comapany NameNano Labs Ltd
 May 15, 2024 Page 3
 FirstName LastNameJianping Kong
Nano Labs Ltd
May 15, 2024
Page 3
example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or
may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless.

•Disclose each permission or approval that you, your subsidiaries, or the VIEs are
required to obtain from Chinese authorities to operate your business and to offer the
securities being registered to foreign investors. State whether you, your subsidiaries,
or VIEs are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve the VIE’s operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do
not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws,
regulations, or interpretations change and you are required to obtain such permissions
or approvals in the future.

•At the onset of Item 3, provide a clear description of how cash is transferred through
your organization. Disclose your intentions to distribute earnings or settle amounts
owed under the VIE agreements. Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company, its subsidiaries, and
the consolidated VIEs, and direction of transfer. Quantify any dividends or
distributions that a subsidiary or consolidated VIE have made to the holding company
and which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax
consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange
and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries and/or the consolidated
VIEs, to the parent company and U.S. investors as well as the ability to settle
amounts owed under the VIE agreements.

 FirstName LastNameJianping Kong
 Comapany NameNano Labs Ltd
 May 15, 2024 Page 4
 FirstName LastNameJianping Kong
Nano Labs Ltd
May 15, 2024
Page 4

4.We note your Risk Factor disclosure on page 52 that substantially all of your current
officers and directors are nationals and residents of countries other than the United States.
Please provide a separate Enforceability section, to disclose the difficulty of bringing
actions and enforcing judgments against these individuals. Reference is made to our
disclosure previously provided in the Form F-1 Registration Statement, file number 333-
266825, declared effective by the Staff  on September 27, 2022.

Controls and Procedures
DIsclosure Controls and Procedures, page 134
5.Refer to the first paragraph. Please disclose whether based on that evaluation, your chief
executive officer and chief financial officer concluded that, as of December 31, 2023,
your disclosure controls and procedures ("DCP") were also determined to be not effective
due to the material weakness identified in your internal control over financial reporting
("ICFR"). We note your current disclosure implies that DCP were not impacted,
notwithstanding the ineffectiveness of your ICFR, and that you do not provide a
conclusion regarding the effectiveness of DCP. Reference is made to Item 307 of
Regulation S-K. To the extent that ICFR has been determined to be ineffective due to the
material weakness identified, we would expect your DCP also to be ineffective due to the
overlap of controls. Further, in the second paragraph, please clarify if you had more than
one material weakness, as we note disclosure in Risk Factors on page 27, MD&A-ICFR
on page 95, and in your Management's Report on Internal Control over Financial
Reporting on page 134, that only one material weakness had been identified, whereas your
current disclosure refers to material weaknesses. Please revise.

Management's Annual Report on Internal Control over Financial Reporting, page 134
6.Please address the following:

•In the paragraphs where you refer to management, please expand to disclose if your
management includes the participation of your chief executive officer and chief
financial officer.

•Under the heading of Internal Control over Financial Reporting on page 135, please
expand to include within this section your implementation and remediation plans to
address the material weakness identified. We note such discussion instead is provided
under the heading, Change in Internal Control over Financial Reporting, with an
expanded discussion in MD&A-ICFR on page 96, which expanded discussion should
also be included herein.

•Under the heading of Change in Internal Control over Financial Reporting, please

 FirstName LastNameJianping Kong
 Comapany NameNano Labs Ltd
 May 15, 2024 Page 5
 FirstName LastName
Jianping Kong
Nano Labs Ltd
May 15, 2024
Page 5
revise to disclose if there were any change in your internal control over financial
reporting ("ICFR") identified in connection with your evaluation of ICFR, other than
those discussed above relating to the material weakness, that occurred during your
fourth fiscal quarter (i.e., quarter ended December 31, 2023) that has materially
affected, or is reasonably likely to materially affect, your internal control over
financial reporting. See Item 308(c) of Regulation S-K.

•Please revise your Exhibit 12.1 and 12.2 Certifications to include the disclosure
language required by paragraph 4(b) pursuant to the Instructions to Item 19 of Form
20-F as pertaining to Exhibit 12, paragraph 4(b). In this regard, we note your
currently filed Exhibit 12.1 and 12.2 Certifications discloses at paragraph
4(b), [Reserved]. Given that this is your second annual report on Form 20-F after
your initial public offering, you are required to comply with disclosure requirements
of Item 308(a) of Regulation S-K, whereby the Exhibit 12.1 and 12.2 Certifications
should include the disclosures for paragraph 4(b).

•Please file an amendment to your December 31, 2023 annual report on Form 20-F, in
its entirety, to reflect the revisions as noted to your disclosure controls and
procedures and internal control over financial reporting. Your amended filing should
also include updated Exhibit 12 and Exhibit 13 Certifications accordingly. We refer
you to the following Staff Compliance & Disclosure Interpretations ("C&DIs"): (i)
Exchange Act Rules, C&DI No. 161.01, and (ii) Regulation S-K, C&DI No. 246.12.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Beverly Singleton at 202-551-3328 or Kevin Woody at 202-551-3629 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
May 14, 2024
Jianping Kong
Chief Executive Officer
Nano Labs Ltd
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang, 310000
People’s Republic of China
Re:Nano Labs Ltd
Registration Statement on Form F-1
Filed April 29, 2024
File No. 333-278977
Dear Jianping Kong:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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

 FirstName LastNameJianping Kong
 Comapany NameNano Labs Ltd
 May 14, 2024 Page 2
 FirstName LastName
Jianping Kong
Nano Labs Ltd
May 14, 2024
Page 2
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eranga Dias at 202-551-8107 or Bradley Ecker at 202-551-4985 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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CORRESP

 Nano Labs Ltd

30th Floor, Dikaiyinzuo

No. 29, East Jiefang Road,

Hangzhou, Zhejiang

People’s Republic of China

August 30, 2023

 Via EDGAR

Mr. Bradley Ecker

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-3 (File
No. 333-273968)

 Dear Mr. Ecker,

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Nano Labs Ltd (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) of the Company be accelerated by
the Securities and Exchange Commission (the “Commission”) to, and that the Registration Statement become effective at 10:00 A.M., Eastern Time, on September 1, 2023, or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 under the Securities Act. Such request may be made by an executive officer of the Company or by any attorney from
the Company’s U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation.

 The Company hereby acknowledges
that:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert the Staff’s comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

Very truly yours,

Nano Labs Ltd

By:

/s/ Jianping Kong

Name: Jianping Kong

Title: Chairman

United States securities and exchange commission logo
August 29, 2023
Jianping Kong
Chief Executive Officer
Nano Labs Ltd
30th Floor, Dikaiyinzuo
No. 29, East Jiefang Road,
Hangzhou, Zhejiang
People’s Republic of China
Re:Nano Labs Ltd
Registration Statement on Form F-3
Filed on August 14, 2023
File No. 333-273968
Dear Jianping Kong:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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CORRESP

 September 27, 2022

Via EDGAR

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 Securities and Exchange Commission 100 F

 Street, NE

 Washington, D.C. 20549

U.S.A.

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File
No. 333-266825)

 Dear Ms. Donahue and Mr. Kruczek,

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Nano Labs Ltd (the
“Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-1, as amended (the “F-1 Registration
Statement”), be accelerated to, and that the F-1 Registration Statement become effective at, 5:00 P.M., Eastern Time on September 27, 2022 or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the F-1 Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Company or by
any attorney from the Company’s U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation.

 The Company
understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Nano Labs Ltd

By:

/s/ Jianping Kong

Name:

Jianping Kong

Title:

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 September 26, 2022

Via EDGAR

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File No. 333-266825)

 Dear Ms. Donahue and Mr. Kruczek,

Reference is made to our letter, filed as correspondence via EDGAR on September 23, 2022, in which we requested that the effective date for
the Registration Statement on Form F-1 (File No. 333-266825) (the “F-1 Registration
Statement”) be accelerated to 5:00 P.M., Eastern Time on September 26, 2022 or as soon thereafter as practicable. We are no longer requesting that the F-1 Registration Statement be declared
effective at such time and hereby formally withdraw our request for acceleration for the effective date to such time.

 If you have any
questions regarding this request, please contact our counsel, Dan Ouyang of Wilson Sonsini Goodrich and Rosati, Professional Corporation, by a telephone call
at 86-10-6529-8308 or via e-mail at douyang@wsgr.com. Thank you for your attention to this matter.

[Signature page follows]

Very truly yours,

Nano Labs Ltd

By:

 /s/ Jianping Kong

Name:

Jianping Kong

Title:

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 September 27, 2022

AMTD Global Markets Limited

23/F-25/F, Nexxus Building,

41 Connaught Road Central,

 Hong Kong

Maxim Group LLC

 300 Park Avenue, 16th Floor,

New York, NY 10022

 United States

Tiger Brokers (NZ) Limited

 Level 27, 151 Queen Street,

 Auckland Central, Auckland 1010

 New Zealand

(Representatives are in alphabetical order)

 as
representatives of the several underwriters

 Via EDGAR

Ms. Erin Donahue

 Mr. Geoffrey Kruczek

Division of Corporation Finance

 Office of Manufacturing

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1, as amended (File No. 333-266825)

 Dear Ms. Donahue and Mr. Kruczek,

We hereby join Nano Labs Ltd (the “Company”) in connection with its request for acceleration of the above-referenced Registration
Statement, requesting effectiveness at 5:00 p.m., Eastern Time, on September 27, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you
that, through the date hereof, approximately 607 copies of the Company’s preliminary prospectus dated September 6, 2022 were distributed to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

Very truly yours,

As representative to the several underwriters

AMTD GLOBAL MARKETS LIMITED

By:

 /s/ Ming Lin Cheung

Name:

Ming Lin Cheung

Title:

Head of Global Capital Markets Managing Director

 [Signature Page to Underwriter’s Acceleration Request]

Very truly yours,

As representative to the several underwriters

MAXIM GROUP LLC

By:

 /s/ Cliff Teller

Name:

Cliff Teller

Title:

Co-president

 [Signature Page to Underwriter’s Acceleration Request]

Very truly yours,

As representative to the several underwriters

TIGER BROKERS (NZ) LIMITED

By:

 /s/ Vincent Cheung

Name:

Vincent Cheung

Title:

CEO

 [Signature Page to Underwriter’s Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 September 26, 2022

AMTD Global Markets Limited

23/F-25/F, Nexxus Building,

41 Connaught Road Central,

 Hong Kong

Maxim Group LLC

 300 Park Avenue, 16th Floor,

New York, NY 10022

 United States

Tiger Brokers (NZ) Limited

 Level 27, 151 Queen Street,

 Auckland Central, Auckland 1010

 New Zealand

(Representatives are in alphabetical order)

 as
representatives of the several underwriters

 Via EDGAR

Ms. Erin Donahue

 Mr. Geoffrey Kruczek

Division of Corporation Finance

 Office of Manufacturing

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File
No. 333-266825)

 Dear Ms. Donahue and Mr. Kruczek,

Reference is made to our letter, filed as correspondence via EDGAR on September 23, 2022, in which we, as representatives of the several
underwriters of Nano Labs Ltd’s proposed public offering, joined Nano Labs Ltd’s request that the effective date for the Registration Statement on Form F-1 (File
No. 333-266825) be accelerated to 5:00 p.m. Eastern Time on September 26, 2022 or as soon thereafter as practicable. We are no longer requesting that such Registration Statements be declared
effective at such time and hereby formally withdraw our request for acceleration of the effective date.

 [Signature page follows]

Very truly yours,

As representative to the several underwriters

AMTD GLOBAL MARKETS LIMITED

By:

 /s/ Ming Lin Cheung

Name:

Ming Lin Cheung

Title:

Head of Global Capital Market

 [Signature Page to Underwriter’s Withdrawal letter of Acceleration Request]

Very truly yours,

As representative to the several underwriters

MAXIM GROUP LLC

By:

 /s/ Cliff Teller

Name:

Cliff Teller

Title:

Co-president

 [Signature Page to Underwriter’s Withdrawal letter of Acceleration Request]

Very truly yours,

As representative to the several underwriters

TIGER BROKERS (NZ) LIMITED

By:

 /s/ Vincent Cheung

Name:

Vincent Cheung

Title:

CEO

 [Signature Page to Underwriter’s Withdrawal letter of Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 September 23, 2022

Via EDGAR

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 Securities and Exchange Commission 100 F

 Street, NE

 Washington, D.C. 20549

U.S.A.

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File
No. 333-266825)

 Dear Ms. Donahue and Mr. Kruczek,

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Nano Labs Ltd (the
“Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-1, as amended (the “F-1 Registration
Statement”), be accelerated to, and that the F-1 Registration Statement become effective at, 5:00 P.M., Eastern Time on September 26, 2022 or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the F-1 Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Company or by
any attorney from the Company’s U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation.

 The Company
understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Nano Labs Ltd

By:

/s/ Jianping Kong

Name:

Jianping Kong

Title:

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 September 23, 2022

AMTD Global Markets Limited

23/F-25/F, Nexxus Building,

41 Connaught Road Central,

 Hong Kong

Maxim Group LLC

 300 Park Avenue, 16th Floor,

New York, NY 10022

 United States

Tiger Brokers (NZ) Limited

 Level 27, 151 Queen Street,

 Auckland Central, Auckland 1010

 New Zealand

(Representatives are in alphabetical order)

 as
representatives of the several underwriters

 Via EDGAR

Ms. Effie Simpson

 Ms. Jean Yu

Ms. Erin Donahue

 Mr. Geoffrey Kruczek

Division of Corporation Finance

 Office of Manufacturing

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1, as amended (File No. 333-266825)

 Dear Ms. Simpson, Ms. Yu, Ms. Donahue and Mr. Kruczek,

We hereby join Nano Labs Ltd (the “Company”) in connection with its request for acceleration of the above-referenced Registration
Statement, requesting effectiveness at 5:00 p.m., Eastern Time, on September 26, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you
that, through the date hereof, approximately 432 copies of the Company’s preliminary prospectus dated September 6, 2022 were distributed to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

Very truly yours,

As representative to the several underwriters

AMTD GLOBAL MARKETS LIMITED

By:

 /s/ Ming Lin Cheung

Name:

Ming Lin Cheung

Title:

Head of Global Capital Markets

Managing Director

 [Signature Page to Underwriter’s Acceleration Request]

Very truly yours,

As representative to the several underwriters

MAXIM GROUP LLC

By:

 /s/ Cliff Teller

Name:

Cliff Teller

Title:

Co-president

 [Signature Page to Underwriter’s Acceleration Request]

Very truly yours,

As representative to the several underwriters

TIGER BROKERS (NZ) LIMITED

By:

 /s/ Vincent Cheung

Name:

Vincent Cheung

Title:

CEO

 [Signature Page to Underwriter’s Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 Via EDGAR

Ms. Erin Donahue

 Mr. Geoffrey Kruczek

Division of Corporation Finance

 Office of Manufacturing

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File No. 333-266825)

 Dear Ms. Donahue and Mr. Kruczek,

Reference is made to our letter, filed as correspondence via EDGAR on September 20, 2022, in which we requested that the effective date for
the Registration Statement on Form F-1 (File No. 333-266825) (the “F-1 Registration
Statement”) be accelerated to 5:00 P.M., Eastern Time on September 22, 2022 or as soon thereafter as practicable. We are no longer requesting that the F-1 Registration Statement be declared
effective at such time and hereby formally withdraw our request for acceleration for the effective date to such time.

 If you have any
questions regarding this request, please contact our counsel, Dan Ouyang of Wilson Sonsini Goodrich and Rosati, Professional Corporation, by a telephone call
at 86-10-6529-8308 or via e-mail at douyang@wsgr.com. Thank you for your attention to this matter.

[Signature page follows]

Very truly yours,

Nano Labs Ltd

By:

 /s/ Jianping Kong

Name:

Jianping Kong

Title:

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 September 22, 2022

AMTD Global Markets Limited

23/F-25/F, Nexxus Building,

41 Connaught Road Central,

 Hong Kong

Maxim Group LLC

 300 Park Avenue, 16th Floor,

New York, NY 10022

 United States

Tiger Brokers (NZ) Limited

 Level 27, 151 Queen Street,

 Auckland Central, Auckland 1010

 New Zealand

(Representatives are in alphabetical order)

 as
representatives of the several underwriters

 Via EDGAR

Ms. Erin Donahue

 Mr. Geoffrey Kruczek

Division of Corporation Finance

 Office of Manufacturing

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File
No. 333-266825)

 Dear Ms. Donahue and Mr. Kruczek,

Reference is made to our letter, filed as correspondence via EDGAR on September 20, 2022, in which we, as representatives of the several
underwriters of Nano Labs Ltd’s proposed public offering, joined Nano Labs Ltd’s request that the effective date for the Registration Statement on Form F-1 (File
No. 333-266825) be accelerated to 5:00 p.m. Eastern Time on September 22, 2022 or as soon thereafter as practicable. We are no longer requesting that such Registration Statements be declared
effective at such time and hereby formally withdraw our request for acceleration of the effective date.

 [Signature page follows]

Very truly yours,

As representative to the several underwriters

AMTD GLOBAL MARKETS LIMITED

By:

 /s/ Ming Lin Cheung

Name:

Ming Lin Cheung

Title:

Head of Global Capital Market

 [Signature Page to Underwriter’s Withdrawal letter of Acceleration Request]

Very truly yours,

As representative to the several underwriters

MAXIM GROUP LLC

By:

 /s/ Cliff Teller

Name:

Cliff Teller

Title:

Co-president

 [Signature Page to Underwriter’s Withdrawal letter of Acceleration Request]

Very truly yours,

As representative to the several underwriters

TIGER BROKERS (NZ) LIMITED

By:

 /s/ Vincent Cheung

Name:

Vincent Cheung

Title:

CEO

 [Signature Page to Underwriter’s Withdrawal letter of Acceleration Request]

CORRESP
1
filename1.htm

Company Acceleration Letter

 September 20, 2022

Via EDGAR

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 Securities and Exchange Commission 100 F

 Street, NE

 Washington, D.C. 20549

U.S.A.

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File
No. 333-266825)

 Dear Ms. Donahue and Mr. Kruczek,

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Nano Labs Ltd (the
“Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-1, as amended (the “F-1 Registration
Statement”), be accelerated to, and that the F-1 Registration Statement become effective at, 5:00 P.M., Eastern Time on September 22, 2022 or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the F-1 Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Company or by
any attorney from the Company’s U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation.

 The Company
understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

 Very truly yours,

Nano Labs Ltd

By:

 /s/ Jianping Kong

Name:

Jianping Kong

Title:

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

Underwriter Acceleration Letter

 September 20, 2022

AMTD Global Markets Limited

23/F-25/F, Nexxus Building,

41 Connaught Road Central,

 Hong Kong

Maxim Group LLC

 300 Park Avenue, 16th Floor,

New York, NY 10022

 United States

Tiger Brokers (NZ) Limited

 Level 27, 151 Queen Street,

 Auckland Central, Auckland 1010

 New Zealand

(Representatives are in alphabetical order)

 as
representatives of the several underwriters

 Via EDGAR

Ms. Effie Simpson

 Ms. Jean Yu

Ms. Erin Donahue

 Mr. Geoffrey Kruczek

Division of Corporation Finance

 Office of Manufacturing

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1, as amended (File
No. 333-266825)

 Dear Ms. Simpson, Ms. Yu, Ms. Donahue and Mr. Kruczek,

We hereby join Nano Labs Ltd (the “Company”) in connection with its request for acceleration of the above-referenced Registration
Statement, requesting effectiveness at 5:00 p.m., Eastern Time, on September 22, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you
that, through the date hereof, approximately 422 copies of the Company’s preliminary prospectus dated September 6, 2022 were distributed to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

Very truly yours,

As representative to the several underwriters

AMTD GLOBAL MARKETS LIMITED

By:

/s/ Ming Lin Cheung

Name:

Ming Lin Cheung

Title:

 Head of Global Capital Markets

 Managing
Director

 [Signature Page to Underwriter’s Acceleration Request]

Very truly yours,

As representative to the several underwriters

MAXIM GROUP LLC

By:

/s/ Cliff Teller

Name:

Cliff Teller

Title:

Co-president

 [Signature Page to Underwriter’s Acceleration Request]

Very truly yours,

As representative to the several underwriters

TIGER BROKERS (NZ) LIMITED

By:

/s/ Vincent Cheung

Name:

Vincent Cheung

Title:

CEO

 [Signature Page to Underwriter’s Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 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 EDGAR

August 12, 2022

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Response to the Staff’s Comments on

Draft Registration Statement on

Form F-1 Confidentially Submitted on July 25, 2022

Dear Ms. Donahue and Mr. Kruczek,

 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 4, 2022 on the Company’s draft registration statement on Form F-1 confidentially submitted on July 25, 2022 (the “Draft Registration Statement”). Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission.

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.

Responses to the comments contained in the Staff’s letter dated August 4, 2022

Prospectus Cover Page, page i

1.
 Please provide prominent disclosure on the cover page to state that the purpose of this offering is to be of
a supplemental nature to raise additional funds to meet NASDAQ Listing Rule 5210(k)(i), disclosure quantifying the shortfall from $25 million, and whether this offering would be sufficient to rectify the NASDAQ rule.

In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page of the Registration Statement.

2.
 Please provide updated disclosure on the prospectus cover page and risk factors regarding the company’s
failure to satisfy NASDAQ Listing Rule 5210(k)(i), NASDAQ’s pending determination to delist your ADSs from the Nasdaq Global Market, and the current status of that proceeding.

In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and page 59 of the 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
   BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW
YORK        PALO ALTO

 SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

  Page
 2

 ***

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. Questions pertaining to auditing matters may be directed to the audit
engagement partner at MaloneBailey, LLP, Danyang Bian, by telephone at 86-10-8556-3995, or by email at dbian@malone-bailey.com. MaloneBailey, LLP is the independent
registered public accounting firm of the Company.

 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

Danyang Bian, Partner, MaloneBailey, LLP

Stephanie Tang, Partner, Hogan Lovells

United States securities and exchange commission logo
August 4, 2022
Jack Kong
Chairman
Nano Labs Ltd
30th Floor Dikaiyinzuo
No. 29, East Jiefang Road
Hangzhou, Zhejiang
People's Republic of China
Re:Nano Labs Ltd
Confidential Draft Registration Statement on Form F-1
Submitted July 25, 2022
CIK No. 0001872302
Dear Mr. Kong:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form F-1 Submitted on July 25, 2022
Prospectus Cover Page, page i
1.Please provide prominent disclosure on the cover page to state that the purpose of this
offering is to be of a supplemental nature to raise additional funds to meet NASDAQ
Listing Rule 5210(k)(i), disclosure quantifying the shortfall from $25 million, and whether
this offering would be sufficient to rectify the NASDAQ rule.

 FirstName LastNameJack Kong
 Comapany NameNano Labs Ltd
 August 4, 2022 Page 2
 FirstName LastName
Jack Kong
Nano Labs Ltd
August 4, 2022
Page 2
2.Please provide updated disclosure on the prospectus cover page and risk factors regarding
the company's failure to satisfy NASDAQ Listing Rule 5210(k)(i), NASDAQ's pending
determination to delist your ADSs from the Nasdaq Global Market, and the current status
of that proceeding.
            Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Dan Ouyang

CORRESP
1
filename1.htm

CORRESP

 July 6, 2022

Via EDGAR

 Ms. Effie Simpson

Ms. Jean Yu

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File No. 333-265539)

Registration Statement on Form 8-A (File No. 001-41426)

Dear Ms. Simpson, Ms. Yu, Ms. Donahue and Mr. Kruczek,

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Nano
Labs Ltd (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-1, as amended (the “F-1 Registration Statement”), be accelerated to, and that the F-1
Registration Statement become effective at, 4:00 p.m., Eastern Time on July 11, 2022 or as soon thereafter as practicable.

 The
Company also requests that the registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective
concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the registration statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s
U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation.

 The Company understands that the representatives of
the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Nano Labs Ltd

By:

 /s/ Jianping Kong

Name:

Jianping Kong

Title:

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 July 6, 2022

AMTD Global Markets Limited

23/F-25/F, Nexxus Building,

41 Connaught Road Central,

 Hong Kong

Maxim Group LLC

 300 Park Avenue, 16th Floor,

New York, NY 10022

 United States

Tiger Brokers (NZ) Limited

 Level 27, 151 Queen Street,

 Auckland Central, Auckland 1010

 New Zealand

as representatives of the several underwriters

 Via EDGAR

 Ms. Effie Simpson

 Ms. Jean Yu

Ms. Erin Donahue

 Mr. Geoffrey Kruczek

Division of Corporation Finance

 Office of Manufacturing

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1, as amended (File No. 333-265539)

 Registration Statement on Form
8-A (File No. 001-41426)

 Dear
Ms. Simpson, Ms. Yu, Ms. Donahue and Mr. Kruczek,

 We hereby join Nano Labs Ltd (the “Company”) in
connection with its request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00 p.m., Eastern Time, on July 11, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you
that, through the date hereof, approximately 400 copies of the Company’s preliminary prospectus dated June 29, 2022 and 400 copies of the Company’s amended preliminary prospectus dated July 5, 2022 were distributed to prospective
underwriters, institutional investors, dealers and others.

 The undersigned advise that the underwriters have complied and will continue
to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature
page follows]

Very truly yours,

As representative to the several underwriters

AMTD GLOBAL MARKETS LIMITED

By:

 /s/ Ming Lin Cheung

Name:

Ming Lin Cheung

Title:

Head of Global Capital Market

 [Signature Page to Underwriter’s Acceleration Request]

Very truly yours,

As representative to the several underwriters

MAXIM GROUP LLC

By:

 /s/ Cliff Teller

Name:

Cliff Teller

Title:

Co-president

 [Signature Page to Underwriter’s Acceleration Request]

Very truly yours,

As representative to the several underwriters

TIGER BROKERS (NZ) LIMITED

By:

 /s/ Ming Dong

Name:

Ming Dong

Title:

Director

 [Signature Page to Underwriter’s Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 July 5, 2022

AMTD Global Markets Limited

23/F-25/F, Nexxus Building,

41 Connaught Road Central,

 Hong Kong

Maxim Group LLC

 300 Park Avenue, 16th Floor,

New York, NY 10022

 United States

Tiger Brokers (NZ) Limited

 Level 27, 151 Queen Street,

 Auckland Central, Auckland 1010

 New Zealand

as representatives of the several underwriters

 Via EDGAR

 Ms. Effie Simpson

 Ms. Jean Yu

Ms. Erin Donahue

 Mr. Geoffrey Kruczek

Division of Corporation Finance

 Office of Manufacturing

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File
No. 333-265539)

 Registration Statement on Form 8-A (File No. 001-41426)

 Dear Ms. Simpson,
Ms. Yu, Ms. Donahue and Mr. Kruczek,

 Reference is made to our letter, filed as correspondence via EDGAR on June 30,
2022, in which we, as representatives of the several underwriters of Nano Labs Ltd’s proposed public offering, joined Nano Labs Ltd’s request that the effective date for the Registration Statement on Form
F-1 (File No. 333-265539) and the Registration Statement on Form 8-A (File
No. 001-41426) (collectively, the “Registration Statements”) be accelerated to 4:00 p.m. Eastern Time on July 5, 2022 or as soon thereafter as practicable. We are no longer
requesting that such Registration Statements be declared effective at such time and hereby formally withdraw our request for acceleration of the effective date.

[Signature page follows]

Very truly yours,

As representative to the several underwriters

AMTD GLOBAL MARKETS LIMITED

By:

 /s/ Ming Lin Cheung

Name:

Ming Lin Cheung

Title:

Head of Global Capital Market

 [Signature Page to Underwriter’s Withdrawal letter of Acceleration Request]

Very truly yours,

As representative to the several underwriters

MAXIM GROUP LLC

By:

 /s/ Cliff Teller

Name:

Cliff Teller

Title:

Co-president

 [Signature Page to Underwriter’s Withdrawal letter of Acceleration Request]

Very truly yours,

As representative to the several underwriters

TIGER BROKERS (NZ) LIMITED

By:

 /s/ Ming Dong

Name:

Ming Dong

Title:

Director

 [Signature Page to Underwriter’s Withdrawal letter of Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 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 EDGAR

July 5, 2022

 Ms. Effie Simpson

Ms. Jean Yu

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:    Nano
 Labs Ltd (CIK No. 0001872302)

 Amendment No. 2 to Registration Statement on Form F-1

 Filed on June 29, 2022 (File No. 333-265539)

 Dear Ms. Simpson, Ms. Yu, Ms. Donahue and Mr. Kruczek,

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 filing herewith the Company’s amendment No. 3 to registration statement on Form F-1 (the “Registration Statement”) and certain
exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

 The Company plans to request the
Commission’s declaration of the effectiveness of the Registration Statement on or about July 8, 2022, and would greatly appreciate the Commission’s continuing assistance and support in meeting its timetable.

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. Questions pertaining to auditing matters may be directed to the audit
engagement partner at MaloneBailey, LLP, Danyang Bian, by telephone at 86-10-8556-3995, or by email at dbian@malone-bailey.com. MaloneBailey, LLP is the independent
registered public accounting firm of the Company.

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

 Danyang Bian, Partner, MaloneBailey, LLP

 Stephanie Tang, Partner, Hogan Lovells

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
   BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW
YORK        PALO ALTO

 SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

CORRESP
1
filename1.htm

CORRESP

 July 5, 2022

Via EDGAR

 Ms. Effie Simpson

Ms. Jean Yu

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File
No. 333-265539)

 Registration Statement on Form 8-A (File No. 001-41426)

 Dear Ms. Simpson,
Ms. Yu, Ms. Donahue and Mr. Kruczek,

 Reference is made to our letter, filed as correspondence via EDGAR on June 30,
2022, in which we requested that the effective date for the Registration Statement on Form F-1 (File No. 333-265539) and the Registration Statement on Form 8-A (File No. 001-41426) (collectively, the “Registration Statements”) be accelerated to 4:00 p.m. Eastern Time on July 5, 2022 or as soon
thereafter as practicable. We are no longer requesting that such Registration Statements be declared effective at such time and hereby formally withdraw our request for acceleration for the effective date to such time.

If you have any questions regarding this request, please contact our counsel, Dan Ouyang of Wilson Sonsini Goodrich and Rosati, Professional
Corporation, by a telephone call at 86-10-6529-8308 or via e-mail at douyang@wsgr.com. Thank you for your attention to this
matter.

 [Signature page follows]

 Very truly yours,

 Nano Labs Ltd

By:

 /s/ Jianping Kong

Name:

Jianping Kong

Title:

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

Underwriter Acceleration Request

 June 30, 2022

AMTD Global Markets Limited

23/F-25/F, Nexxus Building,

41 Connaught Road Central,

 Hong Kong

Maxim Group LLC

 300 Park Avenue, 16th Floor,

New York, NY 10022

 United States

Tiger Brokers (NZ) Limited

 Level 27, 151 Queen Street,

 Auckland Central, Auckland 1010

 New Zealand

as representatives of the several underwriters

 Via EDGAR

 Ms. Effie Simpson

 Ms. Jean Yu

Ms. Erin Donahue

 Mr. Geoffrey Kruczek

Division of Corporation Finance

 Office of Manufacturing

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1, as amended (File No. 333-265539)

 Registration Statement on Form
8-A (File No. 001-41426)

 Dear
Ms. Simpson, Ms. Yu, Ms. Donahue and Mr. Kruczek,

 We hereby join Nano Labs Ltd (the “Company”) in
connection with its request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00 p.m., Eastern Time, on July 5, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you
that, through the date hereof, approximately 300 copies of the Company’s preliminary prospectus dated June 29, 2022 were distributed to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

Very truly yours,

As representative to the several underwriters

AMTD GLOBAL MARKETS LIMITED

By:

 /s/ Ming Lin Cheung

Name:

Ming Lin Cheung

Title:

Head of Global Capital Market

 [Signature Page to Underwriter’s Acceleration Request]

Very truly yours,

As representative to the several underwriters

MAXIM GROUP LLC

By:

 /s/ Cliff Teller

Name:

Cliff Teller

Title:

Co-president

 [Signature Page to Underwriter’s Acceleration Request]

Very truly yours,

As representative to the several underwriters

TIGER BROKERS (NZ) LIMITED

By:

 /s/ Ming Dong

Name:

Ming Dong

Title:

Director

 [Signature Page to Underwriter’s Acceleration Request]

CORRESP
1
filename1.htm

Company's acceleration letter

 June 30, 2022

Via EDGAR

 Ms. Effie Simpson

Ms. Jean Yu

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1 (File No. 333-265539)

Registration Statement on Form 8-A (File No. 001-41426)

Dear Ms. Simpson, Ms. Yu, Ms. Donahue and Mr. Kruczek,

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Nano
Labs Ltd (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-1, as amended (the “F-1 Registration Statement”), be accelerated to, and that the F-1
Registration Statement become effective at, 4:00 p.m., Eastern Time on July 5, 2022 or as soon thereafter as practicable.

 The
Company also requests that the registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective
concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the registration statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s
U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation.

 The Company understands that the representatives of
the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Nano Labs Ltd

By:

 /s/ Jianping Kong

Name:

Jianping Kong

Title:

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 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 EDGAR

June 29, 2022

 Ms. Effie Simpson

Ms. Jean Yu

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:    Nano
 Labs Ltd (CIK No. 0001872302)

 Amendment No. 1 to Registration Statement on Form F-1

 Filed on June 23, 2022 (File No. 333-265539)

 Dear Ms. Simpson, Ms. Yu, Ms. Donahue and Mr. Kruczek,

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 filing herewith the Company’s amendment No. 2 to registration statement on Form F-1 (the “Registration Statement”) and certain
exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

 The Company plans to request the
Commission’s declaration of the effectiveness of the Registration Statement on or about July 5, 2022, and would greatly appreciate the Commission’s continuing assistance and support in meeting its timetable.

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. Questions pertaining to auditing matters may be directed to the audit
engagement partner at MaloneBailey, LLP, Danyang Bian, by telephone at 86-10-8556-3995, or by email at dbian@malone-bailey.com. MaloneBailey, LLP is the independent
registered public accounting firm of the Company.

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

 Danyang Bian, Partner, MaloneBailey, LLP

 Stephanie Tang, Partner, Hogan Lovells

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
   BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW
YORK        PALO ALTO

 SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

CORRESP
1
filename1.htm

CORRESP

 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 EDGAR

June 23, 2022

 Ms. Effie Simpson

Ms. Jean Yu

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Response to the Staff’s Comments on the

Registration Statement on Form F-1

Filed on June 10, 2022

Dear Ms. Simpson, Ms. Yu, Ms. Donahue and Mr. Kruczek,

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 21, 2022 on the Company’s registration statement on Form F-1 filed on June 10, 2022 (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.

The Company currently contemplates to commence the road show on or about June 28, 2022 and price the deal on or about July 5, 2022.
As such, we would be grateful if the Staff could respond promptly with additional comments, if any, on the Amended Registration Statement prior to the contemplated public offering.

Responses to the comments contained in the Staff’s letter dated June 21, 2022

General

1.
 If your operations have experienced or are experiencing inflationary pressures or rising costs, please
expand to identify the principal factors contributing to the inflationary pressures the company has experienced and clarify the resulting impact to the company. Please also revise to identify actions planned or taken, if any, to mitigate
inflationary pressures.

 The Company respectfully advises the Staff that its operations have not experienced material
inflationary pressures or rising costs as of the date of this letter. The Company has also revised the disclosure on page 34 of the Amended Registration Statement to provide a more balanced disclosure.

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
   BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW
YORK        PALO ALTO

 SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

  Page
 2

2.
 Please disclose whether and how your business segments, products, lines of service, projects, or operations
are materially impacted by supply chain disruptions, especially in light of Russia’s invasion of Ukraine. For example, discuss whether you have or expect to: suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores; reduced headcount; or delayed projects; experience labor shortages that impact your business; experience cybersecurity attacks in your supply chain; experience
higher costs due to constrained capacity or increased commodity prices or challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or other raw material sourced from Russia, Belarus, or Ukraine); experience surges or
declines in consumer demand for which you are unable to adequately adjust your supply; be unable to supply products at competitive prices or at all due to export restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries or the ongoing invasion; or be exposed to supply chain risk in light of Russia’s invasion of Ukraine and/or related geopolitical tension or have sought, made or announced plans to
“de-globalize” your supply chain. Explain whether and how you have undertaken efforts to mitigate the impact and where possible quantify the impact to your business.

The Company respectfully advises the Staff that its business operations have not experienced supply chain disruptions that may materially and
adversely affect its operations. In addition, the Company has revised the disclosure on page 34 of the Amended Registration Statement in response to the Staff’s comment.

3.
 Please disclose whether you are subject to material cybersecurity risks in your supply chain based on
third-party products, software, or services used in your products, services, or business and how a cybersecurity incident in your supply chain could impact your business. Discuss the measures you have taken to mitigate these risks. To the extent
material, disclose any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine and whether you have taken actions to mitigate such potential risks.

The Company respectfully advises the Staff that the Company has not been and expects not to become subject to material cybersecurity risks in
its supply chain and is closely monitoring any emergence of related cybersecurity risks. In addition, the Company has revised the disclosure on page 32 of the Amended Registration Statement in response to the Staff’s comment.

4.
 Please describe the extent and nature of the role of the board of directors in overseeing cybersecurity
risks, including in connection with the company’s supply chain/suppliers/service providers.

 The Company
respectfully advises the Staff that the board of directors has delegated the responsibility of overseeing cybersecurity risks to the management of the Company and requires prompt reporting by the management to the board if any cybersecurity risks
are detected.

5.
 Please discuss whether supply chain disruptions materially affect your outlook or business goals. Specify
whether these challenges have materially impacted your results of operations or capital resources and quantify, to the extent possible, how your sales, profits, and/or liquidity have been impacted. Also discuss known trends or uncertainties
resulting from mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce new material risks, including those related to product quality, reliability, or regulatory approval of products.

The Company respectfully advises the Staff that it does not expect any supply chain disruption to materially affect its outlook or business
goals.

6.
 Please discuss whether recent increased cases of COVID-19 and/or
shutdowns related to additional or increased outbreaks have had a material impact on your operations, supply chain, liquidity or capital resources.

  Page
 3

 The Company respectfully advises the Staff that the recent increase cases of COVID-19 and shutdowns related to increased outbreaks had no material impact on its operations, supply chain, liquidity or capital resources as of the date of this letter. The Company has revised the disclosure on
page 26 of the Amended Registration Statement to offer a more robust discussion of COVID-19’s impact on the Company’s operations.

***

 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. Questions pertaining to auditing matters may be directed to the audit engagement partner at MaloneBailey, LLP, Danyang Bian, by telephone at
86-10-8556-3995, or by email at dbian@malone-bailey.com. MaloneBailey, LLP is the independent registered public accounting firm of the Company.

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

Danyang Bian, Partner, MaloneBailey, LLP

Stephanie Tang, Partner, Hogan Lovells

United States securities and exchange commission logo
June 21, 2022
Jack Kong
Chairman
Nano Labs Ltd
30th Floor Dikaiyinzuo
No. 29, East Jiefang Road
Hangzhou, Zhejiang
People's Republic of China
Re:Nano Labs Ltd.
Registration Statement on Form F-1
Filed June 10, 2022
File No. 333-265539
Dear Mr. Kong:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed June 10, 2022
General
1.If your operations have experienced or are experiencing inflationary pressures or rising
costs, please expand to identify the principal factors contributing to the inflationary
pressures the company has experienced and clarify the resulting impact to the
company.   Please also revise to identify actions planned or taken, if any, to mitigate
inflationary pressures.
2.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in

 FirstName LastNameJack Kong
 Comapany NameNano Labs Ltd
 June 21, 2022 Page 2
 FirstName LastNameJack Kong
Nano Labs Ltd
June 21, 2022
Page 2
light of Russia’s invasion of Ukraine. For example, discuss whether you have or expect to:
• suspend the production, purchase, sale or maintenance of certain items due to a lack of
raw materials, parts, or equipment; inventory shortages; closed factories or stores; reduced
headcount; or delayed projects;
• experience labor shortages that impact your business;
• experience cybersecurity attacks in your supply chain;
• experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or other
raw material sourced from Russia, Belarus, or Ukraine);
• experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
• be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries or the
ongoing invasion; or
be exposed to supply chain risk in light of Russia’s invasion of Ukraine and/or related
geopolitical tension or have sought, made or announced plans to “de-globalize” your
supply chain.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.

3.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business. Discuss the measures you have taken to mitigate these risks.  To the extent
material, disclose any new or heightened risk of potential cyberattacks by state actors or
others since Russia’s invasion of Ukraine and whether you have taken actions to mitigate
such potential risks.
4. Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.
5.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted. Also discuss known trends or uncertainties resulting
from mitigation efforts undertaken, if any. Explain whether any mitigation efforts
introduce new material risks, including those related to product quality, reliability, or
regulatory approval of products.
6.Please discuss whether recent increased cases of COVID-19 and/or shutdowns related to
additional or increased outbreaks have had a material impact on your operations, supply
chain, liquidity or capital resources.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameJack Kong
 Comapany NameNano Labs Ltd
 June 21, 2022 Page 3
 FirstName LastName
Jack Kong
Nano Labs Ltd
June 21, 2022
Page 3
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Effie Simpson at 202-551-3346 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Dan Ouyang

CORRESP
1
filename1.htm

CORRESP

 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 EDGAR

June 10, 2022

 Ms. Effie Simpson

Ms. Jean Yu

 Ms. Erin Donahue

Mr. Geoffrey Kruczek

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Nano Labs Ltd (CIK No. 0001872302)

Registration Statement on Form F-1

Dear Ms. Simpson, Ms. Yu, Ms. Donahue and Mr. Kruczek,

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 filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the
Securities and Exchange Commission.

 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. Questions pertaining to auditing matters may be directed to the
audit engagement partner at MaloneBailey, LLP, Danyang Bian, by telephone at 86-10-8556-3995, or by email at dbian@malone-bailey.com. MaloneBailey, LLP is the
independent registered public accounting firm of the Company.

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

Danyang Bian, Partner, MaloneBailey, LLP

Stephanie Tang, Partner, Hogan Lovells

 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    BRUSSELS    HONG
KONG    LONDON    LOS ANGELES    NEW YORK    PALO ALTO

 SAN
DIEGO    SAN FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC    WILMINGTON, DE

United States securities and exchange commission logo
May 2, 2022
Jack Kong
Chairman
Nano Labs Ltd
30th Floor Dikaiyinzuo
No. 29, East Jiefang Road
Hangzhou, Zhejiang
People's Republic of China
Re:Nano Labs Ltd.
Amendment No. 6 to Draft Registration Statement on Form F-1
Submitted April 7, 2022
File No. 377-05474
Dear Mr. Kong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Confidential Draft Registration Statement on Form F-1 submitted April 7, 2022
Prospectus Cover Page, page i
1.Please disclose whether cash generated from one subsidiary is used to fund another
subsidiary's operations, whether you have ever faced difficulties or limitations in your
ability to transfer cash between subsidiaries, and whether you have cash management
policies in place that dictates the amount of such funding.  Also disclose whether you have
cash management policies/procedures that dictate how funds are transferred and whether
there are the limitations on the amounts of funds you can transfer out of China and if you
have policies to address such limitations.

 FirstName LastNameJack Kong
 Comapany NameNano Labs Ltd
 May 2, 2022 Page 2
 FirstName LastName
Jack Kong
Nano Labs Ltd
May 2, 2022
Page 2
Related Party Transactions, page 141
2.Please tell us why you deleted disclosure from this section, considering that the first
sentence refers to 2019.
General
3.Please update the disclosure in your document.  As one example, we note the reference on
page 5 to an effective date of February 15, 2022.
            You may contact Effie Simpson at 202-551-3346 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
Erin Donahue at 202-551-6001 or Geoffrey Kruczek at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Dan Ouyang

United States securities and exchange commission logo
January 6, 2022
Jack Kong
Chairman
Nano Labs Ltd
30th Floor Dikaiyinzuo
No. 29, East Jiefang Road
Hangzhou, Zhejiang
People's Republic of China
Re:Nano Labs Ltd.
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted December 23, 2021
File No. 377-05474
Dear Mr. Kong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 20, 2021 letter.
Confidential Draft Registration Statement on Form F-1 submitted December 23, 2021
General
1.Please disclose on your cover page and in your summary whether your auditor is subject
to the determinations announced by the PCAOB on December 16, 2021.  Also disclose
this matter in your risk factors and that the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
            You may contact Effie Simpson at 202-551-3346 or Jean Yu at 202-551-3305 if you have

 FirstName LastNameJack Kong
 Comapany NameNano Labs Ltd
 January 6, 2022 Page 2
 FirstName LastName
Jack Kong
Nano Labs Ltd
January 6, 2022
Page 2
questions regarding comments on the financial statements and related matters.  Please contact
Erin Donahue at 202-551-6001 or Geoffrey Kruczek at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Dan Ouyang

United States securities and exchange commission logo
December 20, 2021
Jack Kong
Chairman
Nano Labs Ltd
30th Floor Dikaiyinzuo
No. 29, East Jiefang Road
Hangzhou, Zhejiang
People's Republic of China
Re:Nano Labs Ltd.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted December 6, 2021
File No. 377-05474
Dear Mr. Kong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 23, 2021 letter.
Form F-1 Amendment 3 filed December 6, 2021
Prospectus Summary, page 1
1.We note your response to prior comment 1.  Please revise to disclose the consequences to
you and your investors if you do not receive or maintain the approvals, inadvertently
conclude that such approvals are not required, or applicable laws, regulations, or
interpretations change and you are required to obtain approval in the future.
Your rights to pursue claims, page 62
2.We note your response to prior comment 4.  Please revise your disclosure to state whether

 FirstName LastNameJack Kong
 Comapany NameNano Labs Ltd
 December 20, 2021 Page 2
 FirstName LastName
Jack Kong
Nano Labs Ltd
December 20, 2021
Page 2
the enforcement provisions of the deposit agreement apply to claims arising before or after
withdrawal of the deposited securities.
            You may contact Effie Simpson at 202-551-3346 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Erin Donahue at 202-551-6001 or Geoffrey Kruczek at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Dan Ouyang

United States securities and exchange commission logo
November 23, 2021
Jack Kong
Chairman
Nano Labs Ltd
30th Floor Dikaiyinzuo
No. 29, East Jiefang Road
Hangzhou, Zhejiang
People's Republic of China
Re:Nano Labs Ltd.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted November 10, 2021
File No. 377-05474
Dear Mr. Kong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to DRS Form F-1, submitted on October 20, 2021
Prospectus Summary, page 1
1.We note your revised disclosure on pages 5-6 in response to prior comment 2.  Please
revise to also disclose whether you are required to obtain any approvals to offer securities
to foreign investors, whether you have received such approvals and the consequences to
you and your investors if you do not receive or maintain the approvals, inadvertently
conclude that such approvals are not required, or applicable laws, regulations, or
interpretations change and you are required to obtain approval in the future.

 FirstName LastNameJack Kong
 Comapany NameNano Labs Ltd
 November 23, 2021 Page 2
 FirstName LastName
Jack Kong
Nano Labs Ltd
November 23, 2021
Page 2
2.We note your revisions in response to prior comment 1.  State clearly in this section of
your document whether the PCAOB has been or is currently unable to inspect your
auditor.  Also, we note from the audit opinion and your disclosure that you have a U.S.
based auditor that is registered with the PCAOB and appears to be subject to PCAOB
inspection.  Please disclose any material risks to the company and investors if it is later
determined that the PCAOB is unable to inspect or investigate completely your auditor
because of a position taken by an authority in a foreign jurisdiction.
Holding Company Structure, page 7
3.We note your response to prior comment 3.  Please revise to clarify the amount of
proceeds from this offering that you intend to transfer and the purposes to which those
funds will be put.
Your rights to pursue claims . . ., , page 62
4.We will continue to evaluate your response to prior comment 5 after you enter into the
deposit agreement.  Ensure your revisions fully explain the risks to investors resulting
from each provision of that agreement.  Also ensure your revisions discuss any
uncertainty regarding the enforceability of these provisions and whether they apply to
claims arising before or after withdrawal of the deposited securities.
            You may contact Effie Simpson at 202-551-3346 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Erin Donahue at 202-551-6001 or Geoffrey Kruczek at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Dan Ouyang

United States securities and exchange commission logo
November 3, 2021
Jack Kong
Chairman
Nano Labs Ltd
30th Floor Dikaiyinzuo
No. 29, East Jiefang Road
Hangzhou, Zhejiang
People's Republic of China
Re:Nano Labs Ltd.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 20, 2021
File No. 377-05474
Dear Mr. Kong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Confidential Draft Registration Statement on Form F-1 submitted October 20, 2021
Prospectus Summary, page 1
1.Please expand the disclosure in response to prior comment 8 so that it is clear that both
trading in the securities may be prohibited and an exchange may determine to delist the
securities.  State clearly in this section of your document whether the PCAOB has been or
is currently unable to inspect your auditor.   In addition, the disclosure should address that
in June 2021, the Senate passed the Accelerating Holding Foreign Companies
Accountable Act,  which, if signed into law, would reduce the time period for the delisting
of foreign companies under the HFCAA to two consecutive years, instead of three years.

 FirstName LastNameJack Kong
 Comapany NameNano Labs Ltd
 November 3, 2021 Page 2
 FirstName LastNameJack Kong
Nano Labs Ltd
November 3, 2021
Page 2
Potential CAC and CSRC Approval . . .,, page 5
2.We note your revisions in response to prior comment 5.  Please revise to clarify the effect
of the need for approvals on your operations and the ability to conduct the offering outside
China. Also revise to discuss the consequences if permission is deemed necessary and it
is rescinded.
Holding Company Structure, page 6
3.Please expand your revisions in response to prior comment 6 to clarify your intent to
transfer proceeds from offerings, including this offering.   Please also expand your
disclosure on the prospectus cover page to provide a description of how cash is transferred
through your organization.  State whether any transfers, dividends, or distributions have
been made to date.
Uncertainties in the interpretation . . ., , page 47
4.We note the disclosure added to this risk factor in response to prior comment 10.  Please
revise to present that disclosure in a separate, appropriately captioned risk factor.
ADS holders may not be entitled to a jury trial . . .,, page 62
5.We note the revisions in response to prior comments 11 and 12 and the response that you
will further revise once the depositary is engaged.  Please ensure that these further
revisions are consistent in future amendments.  Currently, your disclosures on pages 62-64
and 177 are inconsistent regarding when the jury trial waiver, forum and arbitration
provision apply.  As one example only, this risk factor indicates the depositary may elect
arbitration, regardless of whether a plaintiff would prefer otherwise.  However, the
carryover risk factor on page 63 indicates that regardless of the depositary's right to pursue
arbitration, plaintiffs may nonetheless pursue claims in court.  Please also tell us why you
deleted the last sentence of the first paragraph of this risk factor.  If these provisions will
not apply to any claims, regardless of when they arose, please state so clearly and directly.
Use of Proceeds, page 69
6.Please address the last sentence of prior comment 13.
Business , page 107
7.Please relocate the letter from your CEO that begins on page 15 to a more appropriate
location, such as here.
Transactions with Certain Related Parties, page 138
8.We note you updated the disclosure to June 30, 2021 in response to prior comment 15.
Please revise to update to as of the date of the document, as required by Item 7.B. to Form
20-F.  Also, we note the reference to transactions since 2019; please note that Item 7.B

 FirstName LastNameJack Kong
 Comapany NameNano Labs Ltd
 November 3, 2021 Page 3
 FirstName LastName
Jack Kong
Nano Labs Ltd
November 3, 2021
Page 3
requires transactions for the three, not two, preceding financial years.  Revise accordingly
throughout this section.
            You may contact Effie Simpson at 202-551-3346 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Dan Ouyang

United States securities and exchange commission logo
October 6, 2021
Jack Kong
Chairman
Nano Labs Ltd
30th Floor Dikaiyinzuo
No. 29, East Jiefang Road
Hangzhou, Zhejiang
People's Republic of China
Re:Nano Labs Ltd
Confidential Draft Registration Statement on Form F-1
Submitted September 9, 2021
File No. 377-05474
Dear Mr. Kong:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Nano Labs Ltd, F-1
Prospectus Cover Page, page i
1.Provide prominent disclosure about legal and operational risks associated with being
based in or having the majority of the company's operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your ADSs, or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.  Your disclosure should address how
recent statements and regulatory actions by China's government, such as those related to

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data security or anti-monopoly concerns, has or may impact the company's ability to
conduct its business, accept foreign investments, or list on an U.S. or other foreign
exchange.  Your prospectus summary should address, but not necessarily be limited to, the
risks highlighted on the prospectus cover page.
2.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries  based in China and that this structure involves unique risks to investors.
Disclose that investors may never directly hold equity interests in the Chinese operating
company.  Your disclosure should acknowledge, if true, that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or value of your ADSs, including that it could cause the value of such
securities to significantly decline or become worthless. Provide a cross-reference to your
detailed discussion of risks facing the company and the offering as a result of this
structure.
3.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a subsidiary. Disclose clearly the entity (including the domicile)
in which investors are purchasing their interest.
Prospectus Summary, page 1
4.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company's operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.   For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your ADSs.   Acknowledge any risks that any actions by the Chinese government to exert
more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.

5.Disclose each permission that you or your subsidiaries are required to obtain from Chinese
authorities to operate and issue these securities to foreign investors.  State whether you or
your subsidiaries are covered by permissions requirements from the CSRC, CAC, or any

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other entity that is required to approve of operations, and state affirmatively whether you
have received all requisite permissions and whether any permissions have been denied.
6.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under agreements.  Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries, and direction of transfer.  Quantify any dividends or
distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences.  Similarly, quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences.  Describe any restrictions
on foreign exchange and your ability to transfer cash between entities, across borders, and
to U.S. investors.  Describe any restrictions and limitations on your ability to distribute
earnings from your business, including subsidiaries, to the parent company and U.S.
investors, as well as the ability to settle amounts owed under agreements.
7.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as "we" or "our" when describing
activities or functions of a VIE.  Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.

8.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.  If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.
Risk Factors, page 14
9.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure (page 39-40)  to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that you have been issued by the CAC to date.
10.Given the Chinese government's significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ADSs.   Also, given recent statements
by the Chinese government indicating tan intent to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers,
acknowledge the risk that any such action could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such

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securities to significantly decline or be worthless.
ADS Holders may not be entitled to a jury trial, page 57
11.In this risk factor, you say that ADS holders waive the right to a jury trial, including with
respect to claims under the federal securities laws.  Your disclosure on page 59 indicates
and ADS holders and the depositary may elect to have any claim settled by arbitration.
Similarly, your disclosure on page 154 indicates that any lawsuit must be brought in state
or federal court in New York.  Please reconcile.
12.Regarding the waiver of jury trial, arbitration and choice of forum in state or federal court
in New York, please revise to state clearly whether each provision applies to claims
arising under the federal securities laws.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If the provision applies to Securities Act claims, please
also revise your prospectus to state that there is uncertainty as to whether a court would
enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. If this provision does not apply to
actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in the governing documents states this clearly, or tell us how
you will inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.
Use of Proceeds, page 63
13.Please revise to describe in more detail the intended use of proceeds referenced in the
second bullet.  For example, do you intend to transition from the fabless business model
described in this submission?  Are the amount of proceeds you intend to devote to this
purpose or will you require additional capital?
Board of Directors, page 124
14.Please revise to state clearly the home country practices on which you intend to rely.  In
this regard, we note the disclosure on page 53 that you intend to rely on "some" of those
exemptions.  Also, we note the disclosure on the prospectus cover page that you will be a
"controlled company" following this offering.  If so, please revise to describe the
exemptions from corporate governance on which you will be entitled to rely and the
related risks to investors.
Transactions with Certain Related Parties, page 128
15.Please revise to clarify the purpose of the borrowings from your affiliates.  Please also
update the disclosure in this section to be as of the most recent practicable date.

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General
16.Provide more information on the certifications mentioned on Page 21, and specifically,
whether you paid for the control certifications, or if they were acquired via independent
third party inspection.
17.We note the disclosure that you are a foreign private issuer offering voting securities in
the United States.  Please tell us how you will determine whether more than 50 percent of
its outstanding voting securities are owned of record by U.S. residents for purposes of
satisfying the foreign private issuer definition.
            You may contact Effie Simpson at 202-551-3346 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Erin Donahue at 202-551-6001 or Geoffrey Kruczek at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Dan Ouyang