Large dual-class stake reported by Nano Labs (NA) CEO via offshore trusts

Rhea-AI Filing Summary

Nano Labs Ltd CEO and director Kong Jianping has filed an initial Form 3 reporting indirect holdings of the company’s dual-class shares. Through JIANPING KONG LTD, he is reported as indirectly holding 1,699,892 shares of Class B Common Stock and 2,558,841 shares of Class A Common Stock. Through Wlyl Ltd, he is indirectly associated with an additional 749,812 Class A shares. The reported amounts reflect a prior 2‑to‑1 share consolidation on January 31, 2024 and a 10‑to‑1 share consolidation on November 3, 2024. Each Class B share can be converted into one Class A share, and carries 50 votes versus one vote for each Class A share, giving these holdings substantial voting power.

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^*

Kong Jianping

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

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(4)(5)	1,699,892(1)	I	By JIANPING KONG LTD(2)
Class A Common Stock, par value $0.002 per share	2,558,841(1)	I	By JIANPING KONG LTD(2)
Class A Common Stock, par value $0.002 per share	749,812(1)	I	By Wlyl Ltd(3)

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. JIANPING KONG LTD, a company incorporated in the British Virgin Islands, which is wholly owned by NlabsDAO Trust, a trust established under the laws of the British Virgin Islands and managed by Tricor Equity Trustee Limited.

3. Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of the Singapore and managed by Teeroy Limited.

4. 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.

5. 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/ KONG JIANPING	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Nano Labs (NA) CEO Kong Jianping report on this Form 3?

The filing reports Kong Jianping’s indirect ownership of Nano Labs shares through offshore entities. It lists substantial holdings of both Class A and Class B shares following past share consolidations, establishing his starting beneficial ownership and voting influence as an insider of the company.

How many Class B shares of Nano Labs (NA) are indirectly held by Kong Jianping?

The Form 3 shows 1,699,892 Class B Common Shares indirectly held through JIANPING KONG LTD. These figures already incorporate a 2‑to‑1 consolidation on January 31, 2024 and a 10‑to‑1 consolidation on November 3, 2024, providing a post-consolidation ownership baseline.

How many Class A shares of Nano Labs (NA) are linked to Kong Jianping?

The filing lists 2,558,841 Class A shares indirectly held via JIANPING KONG LTD and 749,812 Class A shares via Wlyl Ltd. Together, these positions show significant indirect Class A ownership held through two separate trust-controlled British Virgin Islands entities.

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

Each Class B Ordinary Share carries 50 votes, while each Class A Ordinary Share carries one vote. This structure means the Class B stake provides outsized voting power, even though the economic rights of both share classes are otherwise identical apart from conversion and voting features.

Can Nano Labs (NA) Class B shares held by Kong Jianping be converted to Class A?

Each Class B Ordinary Share is convertible at the holder’s option into one Class A Ordinary Share. However, Class A shares cannot be converted into Class B shares, and certain transfers of Class B shares to non-affiliates trigger automatic conversion into Class A shares under the company’s governing documents.

How are JIANPING KONG LTD and Wlyl Ltd related to Nano Labs (NA) insider holdings?

JIANPING KONG LTD is wholly owned by NlabsDAO Trust in the British Virgin Islands, and Wlyl Ltd is wholly owned by Lunyu Trust in Singapore. The Form 3 attributes Nano Labs share ownership indirectly to Kong Jianping through these trust-controlled offshore companies.