Nano Labs Ltd SEC Filings

Nano Labs Ltd Schedule 13D Amendment No.5 reports that Wlyl Ltd purchased 480,000 Class A ordinary shares in open-market transactions from August 21 to August 25, 2025 for investment purposes. As of August 25, 2025 the reporting persons collectively beneficially own 4,918,545 ordinary shares, which the filing states represents 20.9% of the outstanding ordinary shares on a converted-basis (23,571,833 shares). NLABS FUND PTE LTD. directly holds 1,888,342 Class A shares (8.0%), NlabsDAO Trust/JIANPING KONG LTD holds 2,370,391 shares (10.1%), and Wlyl Ltd/Lunyu Trust holds 659,812 shares (2.8%). The filing explains the two-class capital structure where each Class B share converts into one Class A and carries 30 votes per Class B share, creating pronounced voting leverage for Class B holders.

Nano Labs Ltd files a prospectus supplement for an "at-the-market" offering of up to 10,000,000 Class A ordinary shares for aggregate proceeds up to US$45,000,000 at an assumed price of $4.50 per share (last reported Nasdaq sale on August 20, 2025). Before the offering the company had 23,571,833 ordinary shares outstanding (20,712,924 Class A and 2,858,909 Class B); after the offering up to 33,571,833 ordinary shares assuming full sale. Net tangible book value per share was presented as $3.46 and as-adjusted $3.73, with a decrease to new investors of $0.77. The company intends to use proceeds for a BNB and crypto asset reserve strategy, R&D and general corporate purposes. The supplement incorporates extensive risk disclosures highlighting cryptocurrency market volatility, regulatory and PRC-specific risks, supplier concentration, potential PCAOB inspection/delisting risk, dual-class share structure and other corporate governance and operational risks.

Nano Labs Ltd. Schedule 13G filings disclose that a group of related filers led by Anson Funds Management LP collectively beneficially own 1,808,440 Class A Ordinary Shares, representing 8.7% of the 20,712,924 outstanding Class A shares reported in the issuer's June 30, 2025 prospectus supplement. The reporting group includes Anson Management GP LLC, Anson Advisors Inc., and individuals Tony Moore, Amin Nathoo and Moez Kassam, with shared voting and dispositive power over the shares and no sole voting or dispositive power reported. The filing states the shares were acquired in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Nano Labs Ltd Schedule 13G discloses that Ayrton Capital LLC, Alto Opportunity Master Fund (Segregated Master Portfolio B) and Waqas Khatri beneficially own 1,542,929 Class A ordinary shares, equal to 7.12% of the class as of June 30, 2025. That total comprises 590,548 shares held and 952,381 shares issuable on the exercise of warrants; the issuable shares are subject to a 9.99% beneficial ownership blocker. The filing cites 20,712,924 outstanding shares as of June 27, 2025, and reports sole voting and dispositive power over all 1,542,929 shares. The statement is signed by Waqas Khatri as Managing Member/Director for the reporting entities.