Nano Labs Ltd SEC Filings

Nano Labs Ltd (Nasdaq: NA) filed a Form 6-K to announce the pricing of a $50 million capital raise that combines (1) a registered direct offering of 5,952,381 Class A ordinary shares and (2) a concurrent private placement of warrants to purchase an equal number of shares. Each share-and-warrant unit is priced at $8.40, implying gross proceeds of roughly $50 million before placement fees and other transaction costs. The warrants become immediately exercisable, carry a five-year term from the effective registration date, and feature an initial exercise price of $10.00 per share, subject to standard anti-dilution adjustments.

Use of proceeds: Management states that net proceeds—together with any future cash generated from warrant exercises—will be deployed to acquire BNB (Binance Coin) as part of Nano Labs’ evolving digital-asset treasury strategy. No other operational or balance-sheet purposes were disclosed, suggesting a targeted move to increase exposure to cryptocurrency-denominated reserves rather than to fund working capital or R&D.

Structure & timing: The equity component is issued under the Company’s existing shelf registration statement (Form F-3 No. 333-273968), declared effective on 1 Sep 2023. The warrants and the ordinary shares issuable upon exercise are offered privately under Section 4(a)(2) and Regulation D and therefore remain unregistered. Closing is expected on or about 27 Jun 2025, subject to customary conditions. Maxim Group LLC serves as sole placement agent; its fees were not quantified.

Capital-market implications: Immediate dilution will equal the new share count issued (~5.95 million), plus potential future dilution should warrants be exercised. Based on typical free-float data for Nano Labs, the new issuance appears material, although the company did not disclose percentage dilution. The $1.60 spread between the unit price and the $10.00 strike offers investors potential upside yet limits immediate exercise likelihood, thereby postponing secondary dilution and cash inflow.

Strategic context: The decision to convert fresh capital directly into BNB marks an aggressive expansion of the firm’s Web 3.0 centric balance-sheet strategy. While alignment with its infrastructure focus could enhance ecosystem synergy, it also raises crypto-volatility risk and subjects treasury assets to market swings, regulatory scrutiny, and counter-party considerations relating to Binance.

Key takeaways for investors: (1) Nano Labs secures $50 million in near-term liquidity but at the cost of share dilution; (2) proceeds earmarked exclusively for a single crypto asset amplify financial-performance variability; (3) warrant terms could inject an additional $59.5 million (5.95 m × $10.00) of cash if exercised, contingent on future share-price appreciation.

On 25 June 2025, Nano Labs Ltd (Nasdaq: NA) filed a Form 6-K providing additional detail on its previously announced private placement of convertible promissory notes that could raise up to US$500 million (payable in cash or cryptocurrency) over the next 360 days. Subscriptions may close in multiple tranches.

Initial closing: the company received 600 Bitcoins (≈ US$63.6 million) and issued two unsecured, 360-day notes. These notes are convertible into Class A shares at US$20 per share, a price subject to equitable adjustment if Nano Labs later issues more favorable financing terms.

• No pre-payment allowed; any outstanding principal at maturity must be repaid in Bitcoin.
• Immediate Bitcoin repayment is triggered by a defined change-of-control event.
• The notes carry no collateral, making them senior only by contract.

The company currently holds 1,000 Bitcoins, including the 600 BTC received in this first tranche. Management warns there is no guarantee that investors will subscribe for the full US$500 million before the 360-day window closes.

The filing incorporates the transaction into Nano Labs’ effective Form F-3 shelf and includes customary forward-looking-statement disclaimers regarding market, regulatory and execution risks.

Nano Labs Ltd filed a Form 6-K for the month of June 2025. The filing primarily serves to incorporate three exhibits into the company’s existing Form F-3 shelf registration (No. 333-273968):

• Exhibit 99.1: Press Release
• Exhibit 99.2: Form of Convertible Note Purchase Agreement
• Exhibit 99.3: Form of Convertible Note

The company states that the full terms of the convertible note purchase agreement and the convertible note are set out in the attached exhibits, and that the brief descriptions in the press release are qualified in their entirety by those documents. No financial amounts, maturity terms, or dilution metrics are disclosed in the body of this 6-K. The filing is signed by Chairman and CEO Jianping Kong on June 25, 2025. Other than incorporating these documents, the report contains no additional operational or financial updates.

Nano Labs Ltd filed a Form 6-K (foreign issuer current report) on June 28, 2025, incorporating new documents into their previously filed F-3 Registration Statement from August 2023. The filing includes two key exhibits:

• A Press Release (Exhibit 99.1)
• Supplemental Risk Factors (Exhibit 99.2)

The company, headquartered in Hangzhou, China, confirms it files annual reports under Form 20-F. The document was signed by Jianping Kong, Chairman and CEO, on June 24, 2025. This filing serves to formally incorporate these new exhibits into their existing F-3 registration statement (Registration No. 333-273968), potentially indicating upcoming securities offerings or material changes to their risk profile.