Nano Labs Ltd Announces Entry Into At The Market Offering Agreement

Rhea-AI Summary

Nano Labs (Nasdaq: NA), a Web 3.0 infrastructure provider, has entered into an At The Market Offering Agreement with Maxim Group LLC. The company can sell Class A Ordinary Shares with an aggregate offering price of up to $45 million.

The proceeds will be used for BNB and crypto asset reserve strategy, research and development of new products, and general corporate purposes. The offering will be made through a prospectus supplement filed with the SEC on August 21, 2025, under the company's shelf registration statement that became effective on September 1, 2023.

Positive

• None.

Negative

• Potential dilution of existing shareholders
• Share price could face downward pressure from new share sales

Insights

Financial Analyst

Nano Labs is raising up to $45M through share sales that will dilute existing shareholders while funding crypto reserves and operations.

Nano Labs has established an At The Market (ATM) offering arrangement with Maxim Group that allows the company to sell up to $45 million in Class A Ordinary Shares at prevailing market prices. This financing mechanism gives Nano Labs significant flexibility to raise capital incrementally without the discount typically associated with traditional secondary offerings.

The company has outlined three primary uses for the potential proceeds: building a BNB and crypto asset reserve strategy, funding R&D for new products, and supporting general corporate operations. The emphasis on creating crypto reserves suggests a strategic pivot or enhancement of their Web 3.0 infrastructure positioning.

For existing shareholders, this ATM offering presents a clear dilution risk. The company can issue shares at prevailing market rates whenever conditions are favorable for them, potentially putting downward pressure on the stock price. With the company's Nasdaq listing providing liquidity, this offering creates an overhang where significant new supply of shares could enter the market without the price protection mechanisms found in traditional offerings.

The timing of this capital raise warrants scrutiny, as companies typically pursue ATM offerings when they either see significant growth opportunities requiring capital or face financial pressures necessitating liquidity. The structure suggests management wants maximum flexibility to access capital markets without committing to a specific timeframe or price point, which introduces uncertainty regarding the company's immediate capital needs.

HONG KONG, Aug. 21, 2025 (GLOBE NEWSWIRE) -- Nano Labs Ltd (Nasdaq: NA) (“we,” the “Company” or “Nano Labs”), a leading Web 3.0 infrastructure and product solution provider, announced that it has entered into an At The Market Offering Agreement (the “Sales Agreement”) with Maxim Group LLC as sole sales agent to sell its shares of Class A Ordinary Shares par value $0.002 per share (the “Class A Ordinary Share” or the “Shares”), from time to time in an at the market offering (the “Offering”). Pursuant to the Prospectus Supplement (as defined below) and accompanying base prospectus, we may offer and sell the Class A Ordinary Shares from time to time under the Sales Agreement having an aggregate offering price of up to $45,000,000 in the Offering.

Nano Labs currently intends to use the net proceeds from the sale of the Class A Ordinary Shares offered by the Company (if any) under the Sales Agreement primarily for BNB and crypto asset reserve strategy, research and development of new products and general corporate purposes and working capital.

The sales, if any, of the Class A Ordinary Shares made in the Offering will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market (the “Nasdaq”) or any other existing trading market for the Class A Common Stock.

The Offering will be made only by means of a prospectus supplement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 21, 2025 (the “Prospectus Supplement”), together with the accompanying base prospectus contained therein, which Prospectus Supplement forms a part of the Company’s shelf registration statement on Form F-3 (File No. 333-273968) (the “Registration Statement”), which was declared effective by the SEC on September 1, 2023. Electronic copies of the Prospectus Supplement and accompanying base prospectus may be obtained on the SEC’s website at www.sec.gov or by contacting Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022 at syndicate@maximgrp.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Class A Ordinary Shares discussed herein, nor shall there be any sale of such shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Nano Labs Ltd

Nano Labs Ltd is a leading Web 3.0 infrastructure and product solution provider. 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, Nano Labs has actively positioned itself in the crypto assets space, adopting BNB as its primary reserve asset. It has reserved in mainstream cryptocurrencies including BNB and BTC, and established an integrated platform covering multiple business verticals, including HTC solutions and HPC solutions*. For more information, please visit the Company’s website at: ir.nano.cn.

*According to an industry report prepared by Frost & Sullivan.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,” “estimate” and “potential,” or the negative of these terms or other similar expressions. Forward-looking statements appear in a number of places in this press release and in our public filings with the SEC and include, but are not limited to, statements regarding (i) that we will sell shares of Class A Ordinary Shares, if any, in the Offering and the price at which any such Shares will be sold, (ii) that investors who buy Shares at different times in the Offering will likely pay different prices, (iii) the proposed use of proceeds, if any, from the Offering, and (iv) the Company’s ability to successfully execute its BNB and crypto asset strategic plan, including, but not limited to the market liquidity constraints and price volatility that may increase costs of the strategic plan, such as acquisition costs. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed by the Company with the SEC on April 11, 2025 and other documents filed by the Company from time to time with the SEC, including the Company’s Reports of Foreign Private Issuer on Form 6-K and other documents filed with the SEC. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

Investor 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 of Nano Labs' (NA) ATM offering announced on August 21, 2025?

Nano Labs can sell Class A Ordinary Shares with an aggregate offering price of up to $45 million through the ATM offering.

How will Nano Labs (NA) use the proceeds from the ATM offering?

The proceeds will be used for BNB and crypto asset reserve strategy, research and development of new products, and general corporate purposes and working capital.

Who is the sales agent for Nano Labs' (NA) ATM offering?

Maxim Group LLC will serve as the sole sales agent for the ATM offering.

When did Nano Labs' (NA) shelf registration statement become effective?

The shelf registration statement (Form F-3, File No. 333-273968) became effective on September 1, 2023.

What is the par value of Nano Labs' (NA) Class A Ordinary Shares being offered?

The Class A Ordinary Shares have a par value of $0.002 per share.