Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
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, as
amended, initially filed with the Commission on July 9, 2025 (Registration No. 333-288573), (2) Form
F-3, as amended, initially filed with the Commission on August 4, 2025 (Registration No. 333-289211), and (3) Form
F-1, as amended, including by Post-Effective Amendment No. 3 to Form F-1 on Form F-3 filed with the Commission on September 29,
2025 (Registration No. 333-278977), and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not
superseded by documents or reports subsequently filed or furnished.
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.
Exhibit 99.1
Nano Labs Announces First Half of 2026 Financial
Results
HONG KONG, August 28, 2026 (GLOBE NEWSWIRE) --
Nano Labs Ltd (Nasdaq: NA) (“we,” the “Company” or “Nano Labs”), a leading Web 3.0 infrastructure
provider and crypto treasury company, today announced its unaudited financial results as of June 30, 2026 and for the first half of 2026
then ended.
First Half of 2026 Financial Summary
| ● | Net
revenue was RMB2.8 million (US$0.4 million) for the first half of 2026, compared to RMB8.3
million in the same period of 2025. |
| ● | Gross
loss was RMB5.8 million (US$0.9 million) for the first half of 2026, compared to gross
loss of RMB10.7 million in the same period of 2025. |
| ● | Loss
from operations was RMB291.7 million (US$42.8 million) for the first half of 2026, compared
to an income from operations of RMB10.6 million in the same period of 2025. |
| |
● |
Loss on
change in fair value of cryptocurrencies was RMB250.5 million (US$36.8 million) for the first half of 2026, compared to gain of RMB48.6
million on change in fair value of cryptocurrencies in the same period of 2025. |
| ● | Net
loss was RMB316.7 million (US$46.5 million) for the first half of 2026, compared to RMB11.8
million in the same period of 2025. |
| |
● |
Net loss
per share (both basic and diluted) was RMB13.65 (US$2.00) for the first half of 2026, compared to net loss per share (both basic
and diluted) of RMB0.43 in the same period of 2025. |
Mr. Jianping Kong, Chairman and Chief Executive
Officer of the Company, commented, “In the first half of fiscal 2026, as the Web3.0 industry continued to mature and the global
digital asset market evolved, Nano Labs identified significant opportunities arising from the convergence of artificial intelligence
(“AI”) and Web3.0. The Company believes these technologies have the potential to enhance blockchain infrastructure and unlock
new applications, reinforcing its long-term strategic positioning.
During the period, the Company launched its next-generation
product, the iPollo ClawPC A1 Mini, designed to support the OpenClaw AI Agent system while also serving a broad range of applications,
including gaming and entertainment, professional content creation, and intelligent office scenarios. The product is intended to provide
users with an efficient, seamless, and localized AI experience.
Building on this launch, the Company plans to
further expand the OpenClaw ecosystem through its proprietary iPollo Claw OS and Skill Hub platform, with the objective of creating an
integrated ecosystem spanning intelligent terminals, operating systems, hardware, software, and applications.
The Company also continued advancing its digital asset reserve strategy.
Based on its long-term assessment of the digital asset market and the broader blockchain ecosystem, management has incorporated digital
assets as a strategic component of the Company’s capital allocation framework. As of the date of this interim report, the Company
held a long-term reserve of 70,000 BNB.
The Company believes that a disciplined approach
to digital asset allocation will further strengthen its balance sheet, support ecosystem partnerships, and provide greater flexibility
for future strategic initiatives.
In order to enhance the shareholder’s beneficial, as of August 26, 2026, pursuant to the Repurchase Program, the Company had completed repurchases of Class A ordinary shares for a total consideration
of US$3.2million.”
Mr. Bing Chen, Chief Financial Officer, added:
“For the first half of 2026, we recorded net revenue of RMB2.8 million (US$0.4 million) and net loss of RMB316.7 million (US$46.5
million), compared to a net loss of RMB11.8 million in the same period last year. The volatility of market prices resulted in changes
in the fair value of cryptocurrencies, which in turn contributed to an increase in the net loss.
Looking ahead, we intend to continue exploring
opportunities created by advances in AI, Web3.0, and next-generation computing infrastructure. Through technology innovation, strategic
partnerships, and ecosystem development, the Company seeks to strengthen its competitive position and enhance long-term shareholder value.”
First Half of 2026 Financial Results
Net Revenues
Net revenue was RMB2.8 million (US$0.4 million)
for the first half of 2026, compared to RMB8.3 million for the same period of 2025. The decrease in net revenues was primarily due to
the drop of sales volume of iPollo V Series.
Cost of Revenues
Cost of revenues was RMB8.6 million (US$1.3
million) for the first half of 2026, compared to RMB19.0 million for the same period of 2025. The change was mainly due to the decrease
in sales volume.
Operating Expenses
Total operating expenses were RMB285.8 million (US$42.0
million) for the first half of 2026, compared to a total operating income of RMB21.3 million for the same period of 2025.
| ● | Selling and marketing expenses increased by 17.0% to RMB3.1
million (US$0.4 million) for the first half of 2026, from RMB2.6 million for the same period of 2025. The increase in selling and marketing
expenses was primarily due to the increase in sales market expansion. |
| ● | General and administrative expenses increased by 29.5% to RMB27.9 million (US$4.1
million) for the first half of 2026, from RMB21.5 million for the same period of 2025. The increase in general and administrative expenses
was primarily due to the increase in professional fees and real estate related taxes. |
| ● | Research and development expenses increased by 39.8% to RMB4.4
million (US$0.6 million) for the first half of 2026, from RMB3.2 million for the same period of 2025. The increase in research and development
expenses was primarily due to the increase in service fees of system development. |
| ● | Change in fair value of cryptocurrencies was a loss of RMB250.5
million (US$36.8 million) for the first half of 2026, compared to a gain of RMB48.6 million for the same period of 2025. The increase
in loss from change in fair value of cryptocurrencies was primarily due to the decreased BNB price during the first half of 2026. |
Loss from Operations
As a result of the foregoing, loss from operations were RMB291.7 million (US$42.8 million) for the first half of 2026, compared to a profit of RMB10.6 million for the same period of 2025.
Other Expenses
Other expenses was RMB18.3 million (US$2.7 million)
for the first half of 2026, compared to nil for the same period of 2025. The change was mainly due to the loss from change in fair value
of short-term investments during the first half of 2026.
Change in Fair Value of Derivative Assets
Change in fair value of derivative assets was
a loss of RMB2.8 million (US$0.4 million) for the first half of 2026, compared to nil for the same period of 2025. The change was due
to the company entered into decumulator agreements with third parties.
Change
in Fair Value of Borrowings Denominated in Cryptocurrencies
Change in fair value of borrowings denominated
in cryptocurrencies was nil for the first half of 2026, compared to RMB18.5 million for the same period of 2025. The change was due to
the issuance of convertible bonds denominated in bitcoin in 2025, which was repaid before December 31, 2025.
Net Loss
Net loss was RMB316.7 million (US$46.5 million)
for the first half of 2026, compared to RMB11.8 million in the same period of 2025.
Basic and Diluted Loss Per Ordinary Share
attributable to Nano Labs Ltd
Basic and diluted loss per share was RMB13.65
(US$2.00) for the first half of 2026, compared to basic and diluted loss per share of RMB0.43 for the same period of 2025.
Cash and Cash Equivalents
As of June 30, 2026, the Company had cash and
cash equivalents of RMB9.0 million (US$1.3 million), compared to RMB8.5 million as of December 31, 2025.
Exchange Rate
This press release contains translations of certain
Renminbi (RMB) amounts into U.S. dollars (US$) solely for the convenience of the reader. Unless otherwise specified, all translations
of Renminbi amounts into U.S. dollar amounts in this press release are made at RMB6.8109 to US$1.00, the central parity rate on June
30, 2026 published by the People’s Bank of China.
Non-GAAP Financial Measures
In evaluating our business, we consider and use
adjusted net income/(loss) as an additional non-GAAP measure to review and assess our operating performance. The presentation of the
non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and
presented in accordance with U.S. GAAP. We define adjusted net income/(loss) as net income/(loss) excluding share-based compensation
expense.
We present the non-GAAP financial measure because
they are used by our management to evaluate our operating performance and formulate business plans. Non-GAAP financial measures enable
our management to assess our operating results without considering the impact of non-cash charges and non-operating items. We also believe
that the use of the non-GAAP measure facilitates investors’ assessment of our operating performance.
The non-GAAP financial measure is not defined
under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as analytical tools.
One of the key limitations of using the non-GAAP financial measure is that they do not reflect all items of income and expense that affect
our operations. Share-based compensation expenses have been and may continue to be incurred in our business and are not reflected
in the presentation of adjusted net income/(loss). Further, the non-GAAP measure may differ from the non-GAAP information used by other
companies, including peer companies, and therefore their comparability may be limited.
Conference Call
The Company will host an earnings conference
call to discuss its financial results at 8:30 am U.S. Eastern Time (8:30 pm Hong Kong Time) on August 28, 2026.
For participants who wish to join the call, please
access the link provided below to complete the online registration process.
Registration Link: https://s1.c-conf.com/diamondpass/10056588-f5skpn.html
Upon registration, participants will receive
the dial-in number and unique PIN, which can be used to join the conference call. If participants register and forget their PIN or lose
their registration confirmation email, they may simply re-register and receive a new PIN. All participants are encouraged to dial in
15 minutes prior to the start time.
A live and archived webcast of the conference
call will be accessible on the Company’s investor relations website at: https://ir.nano.cn/.
A telephone replay of the call will be available until September 4,
2026 via the following dial-in details:
Dial-in Numbers:
| US/Canada: |
1855 883 1031 |
| |
|
| Hong Kong: |
800 930 639 |
| |
|
| China: |
400 1209 216 |
| |
|
| Replay PIN: |
10056588 |
About Nano Labs Ltd
Nano Labs Ltd is a leading Web 3.0 infrastructure
provider and crypto treasury company. Nano Labs has actively positioned itself in the crypto assets space, adopting BNB as its primary
reserve asset. It has reserved in mainstream cryptocurrencies BNB, and committed to the product iPollo ClawPC A1 Mini, designed to support
the OpenClaw AI Agent system and a broad range of applications, including gaming and entertainment, professional content creation, and
intelligent office scenarios. For more information, please visit the Company’s website at: ir.nano.cn.
Forward-Looking Statements
This report contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, without limitation, the Company’s plan to appeal the Staff’s
determination, which can be identified by terminology such as “may,” “will,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “potential,”
“continue,” “is/are likely to” or other similar expressions. Such statements are based upon management’s
current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties
and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the
Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Further
information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the Securities
and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information,
future events or otherwise, except as required under law.
For investor and media inquiries, please contact:
Nano Labs Ltd
Email: ir@nano.cn
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
Consolidated Balance Sheets
(Unaudited)
| | |
As of December 31, | | |
As of June 30, | |
| | |
2025 | | |
2026 | |
| | |
RMB | | |
RMB | | |
US$ | |
| ASSETS | |
| | |
| | |
| |
| Current assets: | |
| | |
| | |
| |
| Cash and cash equivalents | |
| 8,502,357 | | |
| 8,957,513 | | |
| 1,315,173 | |
| Restricted cash | |
| 1,347,795 | | |
| — | | |
| — | |
| Accounts receivable, net | |
| 281,446 | | |
| 338,567 | | |
| 49,710 | |
| Inventories, net | |
| 13,693,374 | | |
| 4,318,470 | | |
| 634,053 | |
| Prepayments | |
| 7,567,871 | | |
| 5,098,671 | | |
| 748,605 | |
| Short-term investments | |
| 26,214,992 | | |
| 3,718,561 | | |
| 545,972 | |
| Receivable for cryptocurrencies collateral | |
| 20,387,316 | | |
| — | | |
| — | |
| Cryptocurrencies, current | |
| 343,812,102 | | |
| 108,987,050 | | |
| 16,001,857 | |
| Cryptocurrencies, restricted | |
| — | | |
| 24,593,343 | | |
| 3,610,880 | |
| Derivative assets | |
| — | | |
| 41,704,830 | | |
| 6,123,248 | |
| Other current assets | |
| 9,057,772 | | |
| 9,188,636 | | |
| 1,349,107 | |
| Total current assets | |
| 430,865,025 | | |
| 206,905,641 | | |
| 30,378,605 | |
| Non-current assets: | |
| | | |
| | | |
| | |
| Long-term investment | |
| 2,000,000 | | |
| 12,000,000 | | |
| 1,761,882 | |
| Property, plant and equipment, net | |
| 182,630,671 | | |
| 177,163,859 | | |
| 26,011,813 | |
| Intangible asset, net | |
| 45,759,600 | | |
| 45,266,678 | | |
| 6,646,211 | |
| Value-added tax recoverables, non-current | |
| 30,414,877 | | |
| 29,628,154 | | |
| 4,350,109 | |
| Cryptocurrencies, non-current | |
| 424,743,318 | | |
| 259,780,228 | | |
| 38,141,836 | |
| Operating lease right-of-use assets | |
| 3,090,851 | | |
| 5,955,147 | | |
| 874,355 | |
| Total non-current assets | |
| 688,639,317 | | |
| 529,794,066 | | |
| 77,786,206 | |
| | |
| | | |
| | | |
| | |
| TOTAL ASSETS | |
| 1,119,504,342 | | |
| 736,699,707 | | |
| 108,164,811 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | |
| Short-term debts | |
| 43,000,000 | | |
| 23,000,000 | | |
| 3,376,940 | |
| Current portion of long-term debts | |
| 6,890,000 | | |
| 7,660,000 | | |
| 1,124,668 | |
| Borrowings denominated in cryptocurrencies | |
| 11,948,960 | | |
| 17,708,340 | | |
| 2,600,000 | |
| Accounts payable | |
| 19,424,629 | | |
| 12,705,052 | | |
| 1,865,400 | |
| Advance from customers | |
| 69,314,154 | | |
| 63,000,107 | | |
| 9,249,895 | |
| Operating lease liabilities, current | |
| 1,125,674 | | |
| 2,372,382 | | |
| 348,321 | |
| Other current liabilities | |
| 54,303,126 | | |
| 46,269,332 | | |
| 6,793,424 | |
| Total current liabilities | |
| 206,006,543 | | |
| 172,715,213 | | |
| 25,358,648 | |
| Non-current liabilities: | |
| | | |
| | | |
| | |
| Long-term debts | |
| 170,902,834 | | |
| 174,969,625 | | |
| 25,689,648 | |
| Operating lease liabilities, non-current | |
| 1,696,750 | | |
| 3,416,589 | | |
| 501,635 | |
| Total non-current liabilities | |
| 172,599,584 | | |
| 178,386,214 | | |
| 26,191,283 | |
| Total liabilities | |
| 378,606,127 | | |
| 351,101,427 | | |
| 51,549,931 | |
| Shareholders’ equity: | |
| | | |
| | | |
| | |
| Class A ordinary shares (US$0.002 par value; 1,097,141,091 shares authorized as of December 31, 2025 and June 30, 2026; 20,712,924 shares issued as of December 31, 2025 and June 30, 2026; 20,185,908 and 19,147,732 shares outstanding as of December 31, 2025 and June 30, 2026, respectively) | |
| 283,565 | | |
| 283,623 | | |
| 41,643 | |
| Class B ordinary shares (US$0.002 par value; 2,858,909 shares authorized; 2,858,909 shares issued and outstanding as of December 31, 2025 and June 30, 2026) | |
| 36,894 | | |
| 36,894 | | |
| 5,417 | |
| Treasury shares | |
| (1,666,859 | ) | |
| (19,706,651 | ) | |
| (2,893,399 | ) |
| Additional paid-in capital | |
| 1,180,196,429 | | |
| 1,180,208,542 | | |
| 173,282,318 | |
| Accumulated deficit | |
| (429,752,701 | ) | |
| (739,256,469 | ) | |
| (108,540,203 | ) |
| Statutory reserves | |
| 6,647,109 | | |
| 6,647,109 | | |
| 975,952 | |
| Accumulated other comprehensive loss | |
| (7,450,495 | ) | |
| (28,041,650 | ) | |
| (4,117,172 | ) |
| Total Nano Labs Ltd shareholders’ equity | |
| 748,293,942 | | |
| 400,171,398 | | |
| 58,754,556 | |
| Noncontrolling interests | |
| (7,395,727 | ) | |
| (14,573,118 | ) | |
| (2,139,676 | ) |
| Total shareholders’ equity | |
| 740,898,215 | | |
| 385,598,280 | | |
| 56,614,880 | |
| | |
| | | |
| | | |
| | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| 1,119,504,342 | | |
| 736,699,707 | | |
| 108,164,811 | |
Consolidated Statements of Operations and Comprehensive
Income (Loss)
(Unaudited)
| | |
For the six months ended June 30, | |
| | |
2025 | | |
2026 | |
| | |
RMB | | |
RMB | | |
US$ | |
| Net revenues | |
| 8,283,373 | | |
| 2,778,378 | | |
| 407,931 | |
| Cost of revenues | |
| (18,991,737 | ) | |
| (8,625,388 | ) | |
| (1,266,409 | ) |
| Gross loss | |
| (10,708,364 | ) | |
| (5,847,010 | ) | |
| (858,478 | ) |
| | |
| | | |
| | | |
| | |
| Operating income (expenses): | |
| | | |
| | | |
| | |
| Selling and marketing expenses | |
| (2,617,584 | ) | |
| (3,061,642 | ) | |
| (449,521 | ) |
| General and administrative expenses | |
| (21,544,148 | ) | |
| (27,898,411 | ) | |
| (4,096,142 | ) |
| Research and development expenses | |
| (3,163,558 | ) | |
| (4,422,485 | ) | |
| (649,325 | ) |
| Change in fair value of cryptocurrencies | |
| 48,610,295 | | |
| (250,465,136 | ) | |
| (36,774,161 | ) |
| Total operating income (expenses) | |
| 21,285,005 | | |
| (285,847,674 | ) | |
| (41,969,149 | ) |
| | |
| | | |
| | | |
| | |
| Profit (Loss) from operations | |
| 10,576,641 | | |
| (291,694,684 | ) | |
| (42,827,627 | ) |
| | |
| | | |
| | | |
| | |
| Other income (expenses): | |
| | | |
| | | |
| | |
| Finance expenses | |
| (274,189 | ) | |
| (740,278 | ) | |
| (108,690 | ) |
| Interest expenses | |
| (5,287,620 | ) | |
| (5,254,957 | ) | |
| (771,551 | ) |
| Interest income | |
| 12,322 | | |
| 2,951 | | |
| 433 | |
| Change in fair value of derivative assets | |
| — | | |
| (2,767,854 | ) | |
| (406,386 | ) |
| Change in fair value of borrowings denominated in cryptocurrencies | |
| (18,529,435 | ) | |
| — | | |
| — | |
| Other income | |
| 1,724,344 | | |
| 2,063,759 | | |
| 303,008 | |
| Other expenses | |
| — | | |
| (18,309,645 | ) | |
| (2,688,286 | ) |
| Total other expenses | |
| (22,354,578 | ) | |
| (25,006,024 | ) | |
| (3,671,472 | ) |
| | |
| | | |
| | | |
| | |
| Loss before income tax provision | |
| (11,777,937 | ) | |
| (316,700,708 | ) | |
| (46,499,099 | ) |
| Income tax provision | |
| — | | |
| — | | |
| — | |
| Net loss | |
| (11,777,937 | ) | |
| (316,700,708 | ) | |
| (46,499,099 | ) |
| Less: net loss attributable to noncontrolling interests | |
| (4,723,396 | ) | |
| (7,196,940 | ) | |
| (1,056,680 | ) |
| Net loss attributable to Nano Labs Ltd | |
| (7,054,541 | ) | |
| (309,503,768 | ) | |
| (45,442,419 | ) |
| | |
| | | |
| | | |
| | |
| Comprehensive loss: | |
| | | |
| | | |
| | |
| Net loss | |
| (11,777,937 | ) | |
| (316,700,708 | ) | |
| (46,499,099 | ) |
| Other comprehensive loss: | |
| | | |
| | | |
| | |
| Foreign currency translation adjustment | |
| (1,840,888 | ) | |
| (20,571,606 | ) | |
| (3,020,395 | ) |
| Total comprehensive loss | |
| (13,618,825 | ) | |
| (337,272,314 | ) | |
| (49,519,494 | ) |
| Comprehensive loss attributable to noncontrolling interests | |
| (4,722,335 | ) | |
| (7,177,391 | ) | |
| (1,053,809 | ) |
| Comprehensive loss attributable to Nano Labs Ltd | |
| (8,896,490 | ) | |
| (330,094,923 | ) | |
| (48,465,685 | ) |
| | |
| | | |
| | | |
| | |
| Net loss per ordinary share attributable to Nano Labs Ltd | |
| | | |
| | | |
| | |
| Basic | |
| (0.43 | ) | |
| (13.65 | ) | |
| (2.00 | ) |
| Diluted | |
| (0.43 | ) | |
| (13.65 | ) | |
| (2.00 | ) |
| | |
| | | |
| | | |
| | |
| Weighted average number of shares used in per share calculation: | |
| | | |
| | | |
| | |
| Basic | |
| 16,548,783 | | |
| 22,674,071 | | |
| 22,674,071 | |
| Diluted | |
| 16,548,783 | | |
| 22,674,071 | | |
| 22,674,071 | |
Non-GAAP Reconciliation
(Unaudited)
| | |
For the Six Months Ended June 30, | |
| | |
2025 | | |
2026 | |
| | |
RMB | | |
RMB | | |
US$ | |
| Net loss | |
| (11,777,937 | ) | |
| (316,700,708 | ) | |
| (46,499,099 | ) |
| Add: | |
| | | |
| | | |
| | |
| Share-based compensation expenses | |
| 62,337 | | |
| 12,113 | | |
| 1,778 | |
| Non-GAAP adjusted net loss | |
| (11,715,600 | ) | |
| (316,688,595 | ) | |
| (46,497,321 | ) |
8
