[6-K] Nano Labs Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13D filed by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman updates their ownership in Faro Technologies Inc. (Class A Common, CUSIP 311642102).

The filing reports that on 22 Jul 2025 Faro consummated a cash merger under which every outstanding share was converted into $44.00 in cash. The Reporting Persons’ aggregate 1,483,329 shares—held across four Magnetar-advised funds and managed accounts—were cancelled and paid out, broken down as: 712,544 shares (PRA Master Fund), 338,886 (Systematic Master Fund), 88,061 (Relative Value Master Fund) and 343,838 (two managed accounts).

Following settlement, the Reporting Persons now hold 0 shares and possess no voting or dispositive power, reducing their ownership to 0 %. No additional transactions occurred in the past 60 days, and the parties entered a joint-filing agreement (Ex. 99.1). The amendment therefore serves solely to report the exit of Magnetar’s position and related housekeeping items post-merger.

Positive

• Merger consummated at $44.00 per share, providing cash certainty and liquidity to former Faro shareholders.

Negative

• Reporting persons now own 0 % of the company; no continuing sponsor alignment or future disclosure obligations.

Insights

Financial Analyst

TL;DR: Magnetar’s 1.48 M-share stake in Faro was cashed out at $44/share; current ownership is 0 %—administrative, not market-moving.

Magnetar and affiliates confirm their exit following Faro’s cash-out merger. The disclosure is largely procedural: holders already received $44 per share and the stock ceases to trade. The amendment removes Magnetar from the cap table, but does not signal any new strategic view or forthcoming transactions. From a portfolio perspective, the firm realizes liquidity; for remaining public investors, impact is moot because the merger closed and shares were cancelled. Consequently, this filing has minimal forward-looking significance.

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 July 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 office)

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 report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3, as amended, 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.

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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.

Date: July 24, 2025	Nano Labs Ltd
	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

Why did Magnetar file this Schedule 13D/A on Faro Technologies?

To report that its 1,483,329 shares were cancelled in the 22 Jul 2025 cash merger, reducing ownership to 0 %.

How many Faro shares did Magnetar previously hold?

A total of 1,483,329 shares across four funds and managed accounts.

What was the merger consideration for Faro shareholders?

Each share was converted into the right to receive $44.00 in cash, without interest.

What is Magnetar’s current voting and dispositive power in Faro?

None; both sole and shared voting/dispositive power are reported as 0.

When did the Faro Technologies merger close?

The cash merger closed on 22 July 2025.