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 June 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 documents attached
as exhibit 99.1, exhibit 99.2 and exhibit 99.3 to this Form 6-K are hereby incorporated by reference into the Registrant’s
Registration Statement on Form F-3
initially filed with the U.S. Securities and Exchange Commission on August 14, 2023 (Registration No. 333-273968) 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part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports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. The description of the documents in the press releases are qualified
in their entirety by reference to the complete text of the convertible note purchase agreement and convertible note.
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.
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Nano Labs Ltd |
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| Date: June 25, 2025 |
By: |
/s/ Jianping Kong |
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Name: |
Jianping Kong |
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Title: |
Chairman and Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| Exhibit 99.1 |
|
Press Release |
| Exhibit 99.2 |
|
Form of Convertible Note Purchase Agreement |
| Exhibit 99.3 |
|
Form of Convertible Note |
