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 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and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports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.
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 Second
Half of 2025 Financial Results
HANGZHOU, China, March 30,
2026 (GLOBE NEWSWIRE) -- Nano Labs Ltd (Nasdaq: NA) (“we,” the “Company” or “Nano Labs”), a
leading Web 3.0 infrastructure and product solution provider and crypto treasury company today announced its unaudited financial
results as of December 31, 2025 and for the six months ended December 31, 2025.
Second Half of 2025 Financial
Summary
| ● | Net revenue increased by 18.1% to RMB18.7 million (US$2.7
million) for the second half of 2025, from RMB15.9 million in the same period of 2024. |
| ● | Gross loss was RMB29.1 million (US$4.1 million) for the second
half of 2025, compared to a gross profit of RMB11.6 million in the same period of 2024. |
| ● | Gain on change in fair value of cryptocurrencies was RMB130.0
million (US$18.5 million) for the second half of 2025, compared to a loss of RMB15.7 million in the same period of 2024. |
| ● | Profit from operations was RMB60.8 million (US$8.7 million)
for the second half of 2025, compared to a loss of RMB55.6 million in the same period of 2024. |
| ● | Net income was RMB137.7 million (US$19.6 million) for the
second half of 2025, compared to a net loss of RMB 60.4 million in the same period of 2024. |
| ● | Net income per share (both basic and diluted) was approximately
RMB6.2 (US$0.9) for the second half of 2025, compared to a net loss per share (both basic and diluted) of approximately RMB6.0 in the
same period of 2024. |
Mr. Jianping Kong, Chairman
and Chief Executive Officer of the Company, commented: “2025 witnessed vigorous development in the Web3.0 industry. With the continuous
improvement of the global crypto market environment, including the enhancement of crypto asset infrastructure and rising market participation,
the crypto market and Web3.0-related sectors embraced a new phase of growth and opportunities.
Following a comprehensive
and meticulous internal assessment of BNB’s strategic value and long-term prospects, we decided to take the lead in launching and
continuously advancing the buildout of a BNB reserve. As of December 31, 2025, we held a total of 126,662 BNBs and a receivable for 3,338
BNBs collateral. By steadily increasing the BNB holdings, we have not only optimized our crypto asset allocation but also created favorable
conditions for future business expansion and ecological collaboration.
In terms of capital operations,
we successfully completed two rounds of financing in 2025, which provided strong support for the Company’s strategic transformation,
the expansion of our crypto asset reserves, and the exploration of new business directions.
In March 2026, we officially
launched our new-generation product — iPollo ClawPC A1 Mini, designed to support the Open Claw AI Agent system. Subsequently, we
plan to introduce the Claw OS system and more hardware products to further extend the full-chain ecological services for AI Agents.
Meanwhile, to further enhance
shareholder value and demonstrate the management’s confidence in the Company’s long-term development, we announced a share
repurchase program of up to US$25.0 million in October 2025. This program has commenced and is expected to be implemented steadily over
the long term.
Looking ahead, we will
continue to closely monitor emerging industry trends and market dynamics. While maintaining stable operations, we will further advance
our crypto asset strategic reserve and pursue broader industrial opportunities in the AI Agent ecosystem.”
Mr. Bing Chen, Chief Financial
Officer of the Company, added: “For the second half of 2025, our net revenue increased by 18.1% from RMB15.9 million to RMB18.7
million (US$2.7 million). In addition, we successfully turned to a net income of RMB137.7 million (US$19.6 million) for the six months
ended December 31, 2025, compared to a net loss of RMB60.4 million in the same period of 2024. Adhering to the principles of long-termism
and prudent decision-making, our management will continue to monitor and capture emerging opportunities arising in the transformation
from Web3.0 to Web4.0, with the goal of creating sustainable long-term value for the Company and all shareholders.”
Second Half of 2025
Financial Results
Net Revenues
Net revenue was RMB18.7
million (US$2.7 million) for the second half of 2025, compared to RMB15.9 million for the same period of 2024. The increase was primarily
due to the increase in sales volume of iPollo V Series.
Cost of Revenues
Cost of revenues was RMB47.8
million (US$6.8 million) for the second half of 2025, compared to RMB4.3 million for the same period of 2024. The change was mainly due
to the write-downs of inventories and value-added tax recoverable.
Operating Income
(Expenses)
Total operating income
increased by 233.9% to RMB89.9 million (US$12.8 million) for the second half of 2025, compared to a total operating expenses of RMB67.1
million for the same period of 2024.
| ● | Selling and marketing expenses decreased by 56.2% to RMB2.1
million (US$0.3 million) for the second half of 2025, from RMB4.8 million for the same period of 2024. The decrease in selling and marketing
expenses was primarily due to the decrease in employee salary expenses. |
| ● | General and administrative expenses increased by 30.3% to
RMB33.1 million (US$4.7 million) for the second half of 2025, from RMB25.4 million for the same period of 2024. The increase in general
and administrative expenses was primarily due to the increase in professional services fees. |
| ● | Research and development expenses decreased by 76.9% to RMB4.9
million (US$0.7 million) for the second half of 2025, from RMB21.2 million for the same period of 2024. The decrease in research and
development expenses was primarily due to the decrease in salary expenses, material fees, and equipment fees. |
| ● | Change in fair value of cryptocurrencies was a gain of RMB130.0 million (US$18.5 million) for the
second half of 2025, compared to a loss of RMB15.7 million for the same period of 2024. The increase in gain from change in fair value of cryptocurrencies was
primarily due to the increased BNB price during the second half of 2025. |
Profit (Loss) from
Operations
Profit from operations
was RMB60.8 million (US$8.7 million) for the second half of 2025, compared to loss from operations of RMB55.6 million for the same
period of 2024.
Finance Expenses
Finance expenses was RMB0.3
million (US$0.05 million) for the second half of 2025, compared to RMB2.0 million for the same period of 2024.
Interest Expenses
Interest expenses was RMB11.7
million (US$1.7 million) for the second half of 2025, compared to RMB4.9 million for the same period of 2024. The change was due to
the interest paid for the borrowings denominated in Bitcoin during the second half of 2025.
Change in Fair Value
of Borrowings Denominated in Cryptocurrencies
Change in fair value of
borrowings denominated in cryptocurrencies was a gain of RMB60.5 million (US$8.6 million) for the second half of 2025, compared to nil
for the same period of 2024. The change was due to the borrowings denominated in Bitcoin in 2025, which was measured at fair value and
repaid before December 31, 2025.
Other Income
Other income was RMB38.2
million (US$5.4 million) for the second half of 2025, compared to RMB1.7 million for the same period of 2024. The change was due to
the Binance Launchpool and Airdrop income for BNB holders and income from crypto investment products.
Other Expenses
Other expenses was RMB9.9
million (US$1.4 million) for the second half of 2025, compared to nil for the same period of 2024. The change was due to the loss from
change in fair value of short-term investments during the second half of 2025.
Net Income (Loss)
Net income was RMB137.7
million (US$19.6 million) for the second half of 2025, compared to a net loss of RMB60.4 million in the same period of 2024.
Basic and Diluted
Earnings or Loss Per Ordinary Share attributable to Nano Labs Ltd
Basic and diluted earnings per share was approximately RMB6.2 (US$0.9)
for the second half of 2025, compared to basic and diluted loss per share of approximately RMB6.0 for the same period of 2024.
Cash and Cash Equivalents
As of December 31, 2025, the Company had cash and cash equivalents
of RMB8.5 million (US$1.2 million), compared to RMB32.4 million as of December 31, 2024.
Exchange Rate
This press release contains
translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) 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 RMB7.0288 to US$1.00, the central parity
rate on December 31, 2025 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 Beijing Time) on March 30, 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/10053968-bdhi7v.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 6 April 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: |
10053968 |
About Nano Labs Ltd
Nano Labs Ltd is a leading Web 3.0 infrastructure and product solution provider, and crypto treasury company. Nano Labs is committed to the development of high throughput computing (“HTC”)
chips and high performance computing (“HPC”) chips. Nano Labs has built a comprehensive flow processing unit (“FPU”)
architecture which offers solution that integrates the features of both HTC and HPC. In addition, Nano Labs has actively positioned itself
in the crypto assets space, adopting BNB as its primary reserve asset. It has reserved in mainstream crypto currency, BNB, and established
an integrated platform covering multiple business verticals, including HTC solutions, HPC solutions and iPollo Claw*. For more information,
please visit the Company’s website at: ir.nano.cn.
*According to an industry
report prepared by Frost & Sullivan.
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 December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | | |
US$ | |
| ASSETS | |
| | |
| | |
| |
| Current assets: | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 32,431,081 | | |
| 8,502,357 | | |
| 1,209,646 | |
| Restricted cash | |
| 418,722 | | |
| 1,347,795 | | |
| 191,753 | |
| Accounts receivable, net | |
| 572,803 | | |
| 281,446 | | |
| 40,042 | |
| Inventories, net | |
| 29,866,418 | | |
| 13,693,374 | | |
| 1,948,181 | |
| Prepayments | |
| 4,606,066 | | |
| 7,567,871 | | |
| 1,076,695 | |
| Short-term investments | |
| - | | |
| 26,214,992 | | |
| 3,729,654 | |
| Receivable for cryptocurrencies collateral | |
| - | | |
| 20,387,316 | | |
| 2,900,540 | |
| Cryptocurrencies, current | |
| 242,889,085 | | |
| 343,812,102 | | |
| 48,914,765 | |
| Other current assets | |
| 26,908,797 | | |
| 9,057,772 | | |
| 1,288,665 | |
| Total current assets | |
| 337,692,972 | | |
| 430,865,025 | | |
| 61,299,941 | |
| Non-current assets: | |
| | | |
| | | |
| | |
| Long-term investment | |
| - | | |
| 2,000,000 | | |
| 284,544 | |
| Property, plant and equipment, net | |
| 197,341,915 | | |
| 182,630,671 | | |
| 25,983,194 | |
| Intangible asset, net | |
| 46,745,444 | | |
| 45,759,600 | | |
| 6,510,300 | |
| Value-added tax recoverables, non-current | |
| 28,949,636 | | |
| 30,414,877 | | |
| 4,327,179 | |
| Cryptocurrencies, non-current | |
| - | | |
| 424,743,318 | | |
| 60,428,995 | |
| Operating lease right-of-use assets | |
| 5,203,525 | | |
| 3,090,851 | | |
| 439,741 | |
| Total non-current assets | |
| 278,240,520 | | |
| 688,639,317 | | |
| 97,973,953 | |
| | |
| | | |
| | | |
| | |
| TOTAL ASSETS | |
| 615,933,492 | | |
| 1,119,504,342 | | |
| 159,273,894 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | |
| Short-term debts | |
| 18,000,000 | | |
| 43,000,000 | | |
| 6,117,687 | |
| Current portion of long-term debts | |
| 5,350,000 | | |
| 6,890,000 | | |
| 980,253 | |
| Accounts payable | |
| 18,101,451 | | |
| 19,424,629 | | |
| 2,763,577 | |
| Advance from customers | |
| 98,895,905 | | |
| 69,314,154 | | |
| 9,861,449 | |
| Borrowings denominated in cryptocurrencies | |
| - | | |
| 11,948,960 | | |
| 1,700,000 | |
| Operating lease liabilities, current | |
| 1,914,109 | | |
| 1,125,674 | | |
| 160,152 | |
| Other current liabilities | |
| 67,163,217 | | |
| 54,303,126 | | |
| 7,725,803 | |
| Total current liabilities | |
| 209,424,682 | | |
| 206,006,543 | | |
| 29,308,921 | |
| Non-current liabilities: | |
| | | |
| | | |
| | |
| Long-term debts | |
| 170,683,636 | | |
| 170,902,834 | | |
| 24,314,653 | |
| Operating lease liabilities, non-current | |
| 2,917,350 | | |
| 1,696,750 | | |
| 241,400 | |
| Total non-current liabilities | |
| 173,600,986 | | |
| 172,599,584 | | |
| 24,556,053 | |
| Total liabilities | |
| 383,025,668 | | |
| 378,606,127 | | |
| 53,864,974 | |
| Shareholders’ equity: | |
| | | |
| | | |
| | |
| Class A ordinary shares ($0.002 par value; 14,141,093 and 1,097,141,091
shares authorized as of December 31, 2024 and 2025, respectively; 13,273,596 and 20,712,924 shares issued as of December 31, 2024
and 2025, respectively; 12,815,143 and 20,185,908 shares outstanding as of December 31, 2024 and 2025, respectively) | |
| 176,842 | | |
| 283,565 | | |
| 40,343 | |
| Class B ordinary shares ($0.002 par value; 2,858,909 shares authorized; 2,858,909 shares issued and outstanding as of December 31, 2024 and 2025) | |
| 36,894 | | |
| 36,894 | | |
| 5,249 | |
| Treasury shares | |
| - | | |
| (1,666,859 | ) | |
| (237,147 | ) |
| Additional paid-in capital | |
| 780,499,664 | | |
| 1,180,196,429 | | |
| 167,908,666 | |
| Accumulated deficit | |
| (565,218,741 | ) | |
| (429,752,701 | ) | |
| (61,141,689 | ) |
| Statutory reserves | |
| 6,647,109 | | |
| 6,647,109 | | |
| 945,696 | |
| Accumulated other comprehensive income (loss) | |
| 8,647,353 | | |
| (7,450,495 | ) | |
| (1,059,995 | ) |
| Total Nano Labs Ltd shareholders’ equity | |
| 230,789,121 | | |
| 748,293,942 | | |
| 106,461,123 | |
| Noncontrolling interests | |
| 2,118,703 | | |
| (7,395,727 | ) | |
| (1,052,203 | ) |
| Total shareholders’ equity | |
| 232,907,824 | | |
| 740,898,215 | | |
| 105,408,920 | |
| | |
| | | |
| | | |
| | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| 615,933,492 | | |
| 1,119,504,342 | | |
| 159,273,894 | |
Consolidated Statements
of Operations and Comprehensive Income (Loss)
(Unaudited)
| | |
For the six months ended December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | | |
US$ | |
| Net revenues | |
| 15,856,436 | | |
| 18,723,371 | | |
| 2,663,808 | |
| Cost of revenues | |
| (4,284,184 | ) | |
| (47,805,304 | ) | |
| (6,801,346 | ) |
| Gross profit (loss) | |
| 11,572,252 | | |
| (29,081,933 | ) | |
| (4,137,538 | ) |
| | |
| | | |
| | | |
| | |
| Operating income (expenses): | |
| | | |
| | | |
| | |
| Selling and marketing expenses | |
| (4,801,639 | ) | |
| (2,101,698 | ) | |
| (299,012 | ) |
| General and administrative expenses | |
| (25,379,491 | ) | |
| (33,060,877 | ) | |
| (4,703,630 | ) |
| Research and development expenses | |
| (21,210,897 | ) | |
| (4,894,258 | ) | |
| (696,315 | ) |
| Change in fair value of cryptocurrencies | |
| (15,744,170 | ) | |
| 129,955,361 | | |
| 18,488,983 | |
| Total operating income (expenses) | |
| (67,136,197 | ) | |
| 89,898,528 | | |
| 12,790,026 | |
| | |
| | | |
| | | |
| | |
| Profit (Loss) from operations | |
| (55,563,945 | ) | |
| 60,816,595 | | |
| 8,652,488 | |
| | |
| | | |
| | | |
| | |
| Other income (expenses): | |
| | | |
| | | |
| | |
| Finance expenses | |
| (1,994,310 | ) | |
| (343,873 | ) | |
| (48,923 | ) |
| Interest expenses | |
| (4,903,728 | ) | |
| (11,650,617 | ) | |
| (1,657,554 | ) |
| Interest income | |
| 407,669 | | |
| 34,482 | | |
| 4,906 | |
| Change in fair value of borrowings denominated in cryptocurrencies | |
| - | | |
| 60,507,605 | | |
| 8,608,526 | |
| Other income | |
| 1,660,935 | | |
| 38,220,971 | | |
| 5,437,766 | |
| Other expenses | |
| - | | |
| (9,859,628 | ) | |
| (1,402,747 | ) |
| Total other income (expenses) | |
| (4,829,434 | ) | |
| 76,908,940 | | |
| 10,941,974 | |
| | |
| | | |
| | | |
| | |
| Income (Loss) before income tax provision | |
| (60,393,379 | ) | |
| 137,725,535 | | |
| 19,594,462 | |
| Income tax provision | |
| - | | |
| - | | |
| - | |
| Net income (loss) | |
| (60,393,379 | ) | |
| 137,725,535 | | |
| 19,594,462 | |
| Less: net loss attributable to noncontrolling interests | |
| (4,440,071 | ) | |
| (4,795,046 | ) | |
| (682,200 | ) |
| Net income (loss) attributable to Nano Labs Ltd | |
| (55,953,308 | ) | |
| 142,520,581 | | |
| 20,276,662 | |
| | |
| | | |
| | | |
| | |
| Comprehensive income (loss): | |
| | | |
| | | |
| | |
| Net income (loss) | |
| (60,393,379 | ) | |
| 137,725,535 | | |
| 19,594,462 | |
| Other comprehensive income (loss): | |
| | | |
| | | |
| | |
| Foreign currency translation adjustment | |
| 1,591,571 | | |
| (14,252,948 | ) | |
| (2,027,793 | ) |
| Total comprehensive income (loss) | |
| (58,801,808 | ) | |
| 123,472,587 | | |
| 17,566,669 | |
| Comprehensive loss attributable to noncontrolling interests | |
| (4,440,489 | ) | |
| (4,792,095 | ) | |
| (681,780 | ) |
| Comprehensive income (loss) attributable
to Nano Labs Ltd | |
| (54,361,319 | ) | |
| 128,264,682 | | |
| 18,248,449 | |
| | |
| | | |
| | | |
| | |
| Net income (loss) per ordinary share attributable to Nano Labs Ltd | |
| | | |
| | | |
| | |
| Basic* | |
| (6.01 | ) | |
| 6.17 | | |
| 0.88 | |
| Diluted* | |
| (6.01 | ) | |
| 6.16 | | |
| 0.88 | |
| | |
| | | |
| | | |
| | |
| Weighted average number of shares used in per share calculation: | |
| | | |
| | | |
| | |
| Basic* | |
| 9,316,203 | | |
| 23,115,401 | | |
| 23,115,401 | |
| Diluted* | |
| 9,316,203 | | |
| 23,121,316 | | |
| 23,121,316 | |
| * | After giving effect of the 10-for-1 reverse stock split effective
on November 3, 2024. |
Non-GAAP Reconciliation
(Unaudited)
| | |
For the Six Months Ended December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | | |
US$ | |
| Net income (loss) | |
| (60,393,379 | ) | |
| 137,725,535 | | |
| 19,594,462 | |
| Add: | |
| | | |
| | | |
| | |
| Share-based compensation expenses | |
| 116,013 | | |
| 10,676 | | |
| 1,516 | |
| Non-GAAP adjusted net income (loss) | |
| (60,277,366 | ) | |
| 137,736,211 | | |
| 19,595,978 | |
