Nano Labs (NA) director discloses sizeable Class A and Class B stakes

Rhea-AI Filing Summary

Nano Labs Ltd director Sun Qifeng filed an initial Form 3 showing indirect ownership of the company’s dual-class shares through Star Spectrum Capital Ltd, which is wholly owned by Forestman Trust. The filing lists 1,159,017 Class B common shares and 1,190,477 Class A common shares held indirectly.

Each Class B share is convertible into one Class A share and carries 50 votes, while each Class A share carries one vote. The share amounts reflect prior 2‑to‑1 and 10‑to‑1 share consolidations completed in 2024.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sun Qifeng

(Last) (First) (Middle)

12F CHINA YUANGU HANGGANG TECH BUILDING

(Street)

SHANGCHENG HANGZHOU ZHEJIANG F4 310003

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2026

3. Issuer Name and Ticker or Trading Symbol
Nano Labs Ltd [ NA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock, par value $0.002 per share(3)(4)	1,159,017(1)	I	By Star Spectrum Capital Ltd(2)
Class A Common Stock, par value $0.002 per share	1,190,477(1)	I	By Star Spectrum Capital Ltd(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The amount of shares is calculated based on a 2-to-1 share consolidation on January 31, 2024, and 10-to-1 share consolidation on November 3, 2024

2. Star Spectrum Capital Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Forestman Trust, a trust established under the laws of the British Virgin Islands and managed by Tricor Equity Trustee Limited, in which Mr. Qifeng Sun is a settlor and investment manager.

3. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights.

4. Each Class B Ordinary Share is entitled to 50 votes on all matters subject to vote at general meetings of the Issuer, Class A Ordinary Share is entitled to one vote.

	/s/ SUN QIFENG	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What does Nano Labs (NA) director Sun Qifeng report in this Form 3?

He reports his initial beneficial ownership in Nano Labs through Star Spectrum Capital Ltd. The filing shows substantial indirect holdings of both Class A and Class B common shares, establishing his disclosed equity and voting stake in the dual-class structure.

How many Nano Labs (NA) Class B shares are indirectly held by Sun Qifeng?

The Form 3 lists 1,159,017 Class B common shares indirectly held through Star Spectrum Capital Ltd. These figures are calculated after a 2‑to‑1 and a 10‑to‑1 share consolidation completed in 2024, and each Class B share carries enhanced voting power.

How many Nano Labs (NA) Class A shares does Sun Qifeng indirectly own?

He indirectly holds 1,190,477 Class A common shares via Star Spectrum Capital Ltd. These Class A shares carry one vote each at shareholder meetings and, unlike Class B shares, cannot be converted into Class B under any circumstances described in the filing.

What is the difference between Nano Labs’ Class A and Class B shares?

Class B shares are convertible into Class A shares on a one‑for‑one basis and carry 50 votes per share. Class A shares carry one vote and are not convertible into Class B. Economic rights are identical, with key differences in voting and conversion rights.

How are Nano Labs (NA) shares in this Form 3 held on behalf of Sun Qifeng?

The shares are held by Star Spectrum Capital Ltd, a British Virgin Islands company wholly owned by Forestman Trust. The trust is managed by Tricor Equity Trustee Limited, with Sun Qifeng serving as settlor and investment manager, reflecting indirect beneficial ownership.

How were Nano Labs (NA) share amounts in the Form 3 calculated?

The reported share amounts reflect a 2‑to‑1 share consolidation on January 31, 2024, and a 10‑to‑1 share consolidation on November 3, 2024. These reverse consolidations adjusted outstanding share counts before the holdings disclosed in this Form 3 were calculated.