Nano Labs Announces Pricing of $50.0 Million Registered Direct Offering and Concurrent Private Placement for BNB Treasury Strategy

Rhea-AI Summary

Nano Labs (Nasdaq: NA), a Web 3.0 infrastructure provider in China, has announced a $50.0 million registered direct offering and concurrent private placement. The company will issue 5,952,381 Class A ordinary shares at a combined effective price of $8.40 per share with accompanying warrants.

The warrants, exercisable immediately with a $10.00 initial exercise price, will expire in five years. The proceeds will be used to acquire BNB (Binance Coin) as part of the company's digital asset strategy. The offering, managed by Maxim Group LLC, is expected to close around June 27, 2025.

Positive

• Raising significant capital of $50.0 million through offering
• Strategic investment in BNB cryptocurrency shows clear digital asset direction
• Warrants provide potential for additional future funding if exercised

Negative

• Potential dilution for existing shareholders through new share issuance
• Warrant exercise price of $10.00 could lead to further dilution
• High-risk strategy focusing on cryptocurrency investment

Insights

Financial Analyst

Nano Labs raising $50M to buy BNB represents a significant strategic pivot that could substantially impact its balance sheet and risk profile.

Nano Labs is executing a $50 million capital raise through a registered direct offering of 5,952,381 Class A ordinary shares at an effective price of $8.40 per share, plus accompanying warrants. This financing structure includes immediately exercisable warrants with a $10.00 exercise price and 5-year term, potentially bringing additional capital if exercised.

What's particularly noteworthy is the intended use of proceeds - acquiring BNB (Binance Coin) as part of their digital asset strategy. This represents a significant treasury strategy shift for a Web 3.0 infrastructure company. While potentially aligning with their blockchain-focused business model, allocating substantial capital to cryptocurrency holdings introduces considerable volatility and regulatory risk to their balance sheet.

The pricing structure reveals interesting dynamics - the $8.40 combined effective price for shares and warrants indicates substantial dilution for existing shareholders. Meanwhile, the $10.00 warrant exercise price suggests the company anticipates share price appreciation, potentially driven by their BNB acquisition strategy or underlying business growth.

This move positions Nano Labs alongside other public companies like MicroStrategy that have adopted significant cryptocurrency treasury strategies. However, unlike Bitcoin-focused treasury plays, the choice of BNB specifically ties Nano Labs' financial future more directly to Binance's ecosystem and regulatory outcomes. This represents a concentrated bet rather than a general cryptocurrency hedge against inflation or currency devaluation.

HONG KONG, June 26, 2025 (GLOBE NEWSWIRE) -- Nano Labs Ltd (Nasdaq: NA) ("we," the "Company" or "Nano Labs"), a leading Web 3.0 infrastructure and product solution provider in China, today announced that it has entered into a securities purchase agreement with certain institutional investors to purchase 5,952,381 Class A ordinary shares of the company (the "Ordinary Shares") in a registered direct offering. In a concurrent private placement, the Company also agreed to issue and sell to the investor warrants to purchase up to 5,952,381 Ordinary Shares. The combined effective offering price for each Ordinary Share and accompanying warrant is $8.40. The warrants are immediately exercisable, expire five years from the date of an effective registration statement, and have an initial exercise price of $10.00 per share which is subject to customary adjustment. The gross proceeds to the Company from the registered direct offering and concurrent private placement are estimated to be approximately $50.0 million before deducting the placement agent's fees and other estimated offering expenses payable by the Company.

Proceeds from the offering and exercise of the warrants will be used to acquire BNB (Binance Coin) as part of the Company’s digital asset strategy.

The offering is expected to close on or about June 27, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The Ordinary Shares are being offered pursuant to a shelf registration statement on Form F-3 (File No. 333-273968), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on September 1, 2023. The offering of Ordinary Shares will be made only by means of a prospectus supplement that forms a part of such registration statement. The warrants to be issued in the concurrent private placement and the Class A ordinary shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the sales of Ordinary Shares will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.

About Nano Labs Ltd

Nano Labs Ltd is a leading Web 3.0 infrastructure and product solution provider in China. Nano Labs is committed to the development of high throughput computing (“HTC”) chips and high performance computing (“HPC”) chips. Nano Labs has built a comprehensive flow processing unit (“FPU”) architecture which offers solution that integrates the features of both HTC and HPC. In addition, it has established Bitcoin value investment and adopted Bitcoin as primary reserve asset. Nano Labs has established an integrated solution platform covering three main business verticals, including HTC solutions and HPC solutions. The HTC solutions feature its proprietary Cuckoo series chips, which have become alternative Application-Specific Integrated Circuit (“ASIC”) solutions for traditional GPUs. For more information, please visit the Company’s website at: ir.nano.cn.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the expected completion, timing and size of the offering and concurrent private placement and the intended use of the proceeds from the offering, which can be identified by terminology such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Such statements are based upon management's current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company's control, which may cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements. Risks and uncertainties that may cause such differences include, among other things: satisfaction of customary closing conditions related to the offering and the sale of the securities and Nano Lab's ability to complete the offering. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

For investor and media inquiries, please contact:

Nano Labs Ltd
Email: ir@nano.cn

Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

FAQ

What is the size and price of Nano Labs (NA) June 2025 offering?

Nano Labs is offering 5,952,381 Class A ordinary shares with accompanying warrants at a combined effective price of $8.40 per share, raising approximately $50.0 million.

How will Nano Labs (NA) use the proceeds from the $50M offering?

Nano Labs will use the proceeds to acquire BNB (Binance Coin) as part of their digital asset strategy.

What are the terms of the warrants in Nano Labs' June 2025 offering?

The warrants are immediately exercisable at an initial price of $10.00 per share, expire in 5 years, and allow purchase of up to 5,952,381 Ordinary Shares.

When will Nano Labs (NA) close its $50M offering?

The offering is expected to close on or about June 27, 2025, subject to customary closing conditions.

Who is the placement agent for Nano Labs' June 2025 offering?

Maxim Group LLC is acting as the sole placement agent for the offering.