Nano Labs (NA) 6-K folds press release into multiple Form F-3s

Rhea-AI Filing Summary

Nano Labs Ltd, a foreign private issuer based in Hangzhou, China, furnished a Form 6-K for November 2025. The filing does not present new financial results but focuses on a legal and disclosure update.

The company attaches a press release as Exhibit 99.1 and formally incorporates this document by reference into four existing registration statements on Form F-3 and a post-effective amendment to a Form F-1 on Form F-3. From the date of this report, that press release becomes part of those registration statements unless later filings supersede it. The report is signed by Chairman and Chief Executive Officer Jianping Kong.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number: 001-41426

Nano Labs Ltd

(Exact name of registrant as specified in its charter)

China Yuangu Hanggang Technology Building

509 Qianjiang Road, Shangcheng District,

Hangzhou, Zhejiang, 310000

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒          Form 40-F ☐

EXPLANATORY NOTE

The document attached as exhibit 99.1 to this Form 6-K is hereby incorporated by reference into the registrant’s Registration Statements on (1) Form F-3 initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 14, 2023 (Registration No. 333-273968), (2) Form F-3, as amended, initially filed with the Commission on July 9, 2025 (Registration No. 333-288573), (3) Form F-3, as amended, initially filed with the Commission on August 4, 2025 (Registration No. 333-289211), and (4) post-effective amendment No. 3 to Form F-1 on Form F-3, as amended, filed with the Commission on September 29, 2025 (Registration No. 333-278977), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Nano Labs Ltd
Date: November 12, 2025	By:	/s/ Jianping Kong
	Name:	Jianping Kong
	Title:	Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release

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FAQ

What is the purpose of Nano Labs (NA) filing this November 2025 Form 6-K?

The Form 6-K serves mainly to attach a press release as Exhibit 99.1 and legally incorporate it into several existing Form F-3 registration statements and a post-effective amendment, making the press release part of those securities offering documents going forward.

Which Nano Labs (NA) registration statements are affected by the incorporated press release?

The press release in Exhibit 99.1 is incorporated into four Nano Labs Form F-3 registration statements, including a post-effective amendment to a Form F-1 on Form F-3, each identified by specific SEC registration numbers referenced directly in the Form 6-K text.

Does Nano Labs’ November 2025 Form 6-K include new financial or earnings data?

The Form 6-K focuses on incorporation of a press release into existing registration statements and does not present earnings tables or new financial performance data. Its primary function is legal and disclosure-related rather than reporting operational or financial results.

Who signed Nano Labs (NA) November 2025 Form 6-K and in what capacity?

The Form 6-K is signed on behalf of Nano Labs Ltd by Jianping Kong, who is identified as the company’s Chairman and Chief Executive Officer. This signature confirms the company’s authorization of the furnished report and its attached exhibit.

What document is attached as Exhibit 99.1 to Nano Labs (NA) Form 6-K?

Exhibit 99.1 is identified as a press release. Through this Form 6-K, Nano Labs makes that press release an official part of multiple Form F-3 registration statements and a related post-effective amendment listed in the explanatory note.

Does Nano Labs (NA) indicate its annual report format in this Form 6-K?

The filing notes the choice between Form 20-F and Form 40-F, indicating Nano Labs follows the Form 20-F framework used by most foreign private issuers. This clarifies the format in which the company submits its annual reports to the SEC.