[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Nano Labs Ltd (Nasdaq: NA) has filed a Form F-3 shelf prospectus dated 9 July 2025 covering the potential resale of up to 5,952,381 Class A ordinary shares underlying warrants issued in a 26 June 2025 private placement. The company itself is not offering shares and will receive proceeds only if selling shareholders exercise the warrants for cash.

Corporate structure and listing: Nano Labs is a Cayman Islands holding company that conducts operations through PRC and Hong Kong subsidiaries. Class A shares trade on the Nasdaq Capital Market; the last quoted price on 8 July 2025 was US$7.86. The firm maintains a dual-class share structure (Class B shares receive 30 votes each).

Financial snapshot (RMB unless stated): 2024 revenue fell to 40.6 million (US$5.65 million) from 78.3 million in 2023. Net loss narrowed to 119.5 million (US$16.6 million) versus a 254.4 million loss in 2023. Cash and cash equivalents stood at 32.4 million (US$4.5 million) with negative operating cash flow of 139.3 million. Crypto holdings totalled 242.9 million (US$33.8 million). Shareholders’ equity turned positive at 232.9 million after additional paid-in capital injections.

Use of proceeds: No direct proceeds to the company from resale. Any cash generated by warrant exercises will go to working capital; specific uses are not yet designated.

Key risks highlighted in the filing:

• Regulatory: Exposure to Holding Foreign Companies Accountable Act (possible delisting if PCAOB access lapses); extensive PRC oversight of cryptocurrency and overseas listings; CSRC filing obligations after the private placement.
• Operational: Heavy dependence on volatile cryptocurrency markets, technology shifts, limited supplier base and customer concentration.
• Financial: Consecutive annual losses, negative operating cash flow, reliance on external funding, liquidity concentrated in digital assets.
• Structural: Cayman holding-company structure limits direct ownership of PRC assets; uncertainty around dividend upstreaming.

Offering terms: After full warrant exercise, total shares outstanding would be 29,524,214 (26,665,305 Class A; 2,858,909 Class B). Selling shareholders may dispose of shares through various methods at market or negotiated prices.

Material considerations for investors: The filing does not immediately dilute existing shareholders but may increase float upon warrant exercise. Investors should weigh the company’s improving equity position and crypto asset base against persistent losses, regulatory uncertainty and dependence on a highly volatile sector.

Positive

• Shareholders’ equity turned positive to RMB232.9 million in 2024 after new capital injections, removing the prior deficit.
• Crypto asset reserve of RMB242.9 million (US$33.8 million) provides an alternative liquidity pool beyond limited cash.
• No immediate dilution to existing holders, as the F-3 covers resale of warrant shares held by private investors.

Negative

• Continuous operating losses: 2024 net loss of RMB119.5 million and negative operating cash flow of RMB139.3 million.
• Regulatory and delisting risk under HFCAA and PRC oversight could bar trading or impose new compliance burdens.
• Revenue decline of 48% year-on-year to RMB40.6 million, signalling weakening demand for the company’s products.
• Limited liquidity: only RMB32.4 million cash against substantial cash burn and short-term obligations.
• High exposure to cryptocurrency volatility, which materially affects asset values and business performance.

Insights

Financial Analyst

TL;DR: Resale shelf adds float but no fresh dilution; finances still weak; regulatory overhang remains substantial.

The F-3 registers warrant shares from a recent private placement, so cash inflow is contingent on holders exercising. That limits immediate balance-sheet benefit while increasing future share supply. Financials show a dramatic revenue collapse (-48% y/y) and a second straight annual loss, offset by sizeable paid-in capital and crypto holdings that lifted equity above water. Liquidity is thin—only RMB32 m cash versus a RMB139 m operating cash burn. The company’s reliance on digital-asset markets and HTC/HPC chip demand introduces high earnings volatility. From a valuation perspective, any warrant exercise cash would be welcome but not transformative without a clear path to profitability.

China Regulatory Specialist

TL;DR: PRC and HFCAA exposure pose delisting and compliance risks that could severely impact share value.

Nano Labs’ filing underscores multiple China-related hazards: (1) potential Nasdaq delisting if PCAOB access to Chinese audits lapses for two consecutive years; (2) evolving CSRC filing regime for overseas issuers; (3) broad government discretion over cryptocurrency activities. While the auditor is currently inspectable, this can change rapidly. The firm states it has not been denied CSRC or CAC permissions but must file post-placement under the 2023 Trial Measures. Any tightening—especially on crypto mining—could impair operations or block future capital raises. Given this backdrop, the registration statement is procedurally routine but does little to mitigate overarching geopolitical risk.

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Hypothetical Interim Payment per Security^**

Valuation Date on which the Closing Value of the Underlying Equals or Exceeds Initial Underlying Value	Premium	Hypothetical Redemption
July 27, 2026	7.00%	$1,070.00
July 26, 2027	14.00%	$1,140.00

If the closing value of the underlying is not greater than or equal to the initial underlying value on any interim valuation date, then the securities will not be automatically redeemed prior to maturity and you will not receive a premium following that valuation date.

^** The hypotheticals assume that the premium applicable to each valuation date will be set at the lowest value indicated in this offering summary.

Hypothetical Payment at Maturity per Security^***

Assumes the securities have not been automatically redeemed prior to maturity.

Hypothetical Underlying Return on Final Valuation Date	Hypothetical Payment at Maturity
100.00%	$1,210.00
50.00%	$1,210.00
25.00%	$1,210.00
0.00%	$1,210.00
-0.01%	$1,000.00
-25.00%	$1,000.00
-50.00%	$1,000.00
-75.00%	$1,000.00
-100.00%	$1,000.00

^*** The hypothetical assumes that the premium on the final valuation date will be set at the lowest value indicated in this offering summary.

3 Year Autocallable Market-Linked Securities Linked to SMH

Preliminary Terms

This summary of terms is not complete and should be read with the preliminary pricing supplement below

Issuer:	Citigroup Global Markets Holdings Inc.
Guarantor:	Citigroup Inc.
Underlying:	The VanEck® Semiconductor ETF (ticker: “SMH”)
Pricing date:	July 25, 2025
Valuation dates:	Annually, beginning approximately one year after issuance
Final valuation date:	July 25, 2028
Maturity date:	July 28, 2028
Automatic early redemption:	If on any valuation date prior to the final valuation date the closing value of the underlying is greater than or equal to the initial underlying value, the securities will be automatically called for an amount equal to the principal plus the applicable premium
Premium:	At least 7.00% per annum*
CUSIP / ISIN:	17333LJF3 / US17333LJF31
Initial underlying value:	The closing value of the underlying on the pricing date
Final underlying value:	The closing value of the underlying on the final valuation date
Underlying return:	(Final underlying value - initial underlying value) / initial underlying value
Payment at maturity (if not autocalled):	•If the final underlying value is greater than or equal to the initial underlying value: $1,000 + the premium applicable to the final valuation date •If the final underlying value is less than the initial underlying value: $1,000 All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Stated principal amount:	$1,000 per security
Preliminary pricing supplement:	Preliminary Pricing Supplement dated July 9, 2025

^* The actual premium will be determined on the pricing date.

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Additional Information

Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed registration statements (including the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus in those registration statements (File Nos. 333-270327 and 333-270327-01) and the other documents Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed with the SEC for more complete information about Citigroup Global Markets Holdings Inc., Citigroup Inc. and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request these documents by calling toll-free 1-800-831-9146.

Filed pursuant to Rule 433

This offering summary does not contain all of the material information an investor should consider before investing in the securities. This offering summary is not for distribution in isolation and must be read together with the accompanying preliminary pricing supplement and the other documents referred to therein, which can be accessed via the link on the first page.

Selected Risk Considerations

•You may not receive any return on your investment in the securities.

•Your potential return on the securities is limited.

•Although the securities provide for the repayment of the stated principal amount at maturity, you may nevertheless suffer a loss on your investment in real value terms if the securities are not automatically redeemed prior to maturity or if the underlying declines from the initial underlying value to the final underlying value.

•The securities do not pay interest.

•You will not receive dividends or have any other rights with respect to the underlying.

•The securities may be automatically redeemed prior to maturity.

•The securities are particularly sensitive to the volatility of the closing value of the underlying on or near the valuation dates.

•The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc. defaults on its obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you under the securities.

•Sale of the securities prior to maturity may result in a loss of principal.

•The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.

•The estimated value of the securities on the pricing date will be less than the issue price. For more information about the estimated value of the securities, see the accompanying preliminary pricing supplement.

•The value of the securities prior to maturity will fluctuate based on many unpredictable factors.

•The VanEck^® Semiconductor ETF is subject to risks associated with the semiconductor production and equipment sector.

•The issuer and its affiliates may have conflicts of interest with you.

The above summary of selected risks does not describe all of the risks associated with an investment in the securities. You should read the accompanying preliminary pricing supplement and product supplement for a more complete description of risks relating to the securities.

FAQ

What is Nano Labs Ltd (NA) registering on Form F-3?

The company is registering 5,952,381 Class A ordinary shares issuable upon exercise of previously issued warrants for resale by selling shareholders.

Will Nano Labs receive proceeds from this offering?

Nano Labs will not receive proceeds from share resales; it will gain funds only if warrants are exercised for cash.

How did Nano Labs perform financially in 2024?

2024 revenue was RMB40.6 million with a net loss of RMB119.5 million, and operating cash outflow of RMB139.3 million.

What regulatory risks does Nano Labs face under the HFCAA?

If the PCAOB cannot inspect its auditor for two consecutive years, Nasdaq must delist the shares, halting U.S. trading.

How many shares will be outstanding after full warrant exercise?

Total shares would be 29,524,214, comprising 26,665,305 Class A and 2,858,909 Class B shares.

What was the last reported trading price for NA shares?

The last quoted price on 8 July 2025 was US$7.86 per Class A ordinary share.