Nano Labs (NA) adds press release to multiple Form F-3 shelf registrations

Rhea-AI Filing Summary

Nano Labs Ltd filed a Form 6-K to furnish a press release as Exhibit 99.1 and formally incorporate that document into several existing registration statements on Form F-3 and a post-effective amendment to Form F-1. This step ensures the press release is legally part of those shelf registration materials for U.S. investors.

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 October 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No. 333-278977), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.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: October 15, 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 does Nano Labs Ltd (NA) report in this Form 6-K?

Nano Labs Ltd uses this Form 6-K to furnish a press release as Exhibit 99.1 and incorporate it into multiple existing Form F-3 registration statements and a post-effective amendment to Form F-1, updating those U.S. offering documents with the new information.

Which Nano Labs Ltd registration statements are affected by this 6-K filing?

The filing incorporates the Exhibit 99.1 press release into four registration statements: two Form F-3 filed in August 2023 and July 2025, another Form F-3 filed in August 2025, and a post-effective amendment No. 3 to Form F-1 on Form F-3 filed in September 2025.

Why is Nano Labs Ltd (NA) incorporating a press release into its Form F-3 filings?

Incorporating the press release into its Form F-3 and related registration statements allows Nano Labs Ltd to make that disclosure part of its U.S. securities offering documents, keeping the information set available to investors current within those shelf registrations.

Who signed Nano Labs Ltd’s October 2025 Form 6-K?

The Form 6-K was signed on behalf of Nano Labs Ltd by Jianping Kong, who is identified as the company’s Chairman and Chief Executive Officer, confirming the company’s authorization of the furnished information and its incorporation into registration statements.

What is Exhibit 99.1 in Nano Labs Ltd’s October 2025 Form 6-K?

Exhibit 99.1 is described as a press release. The Form 6-K states that this press release is being furnished and incorporated by reference into Nano Labs Ltd’s existing Form F-3 registration statements and a post-effective amendment to Form F-1 on Form F-3.