Nano Labs Ltd Schedule 13D Amendment No.5 reports that Wlyl Ltd purchased 480,000 Class A ordinary shares in open-market transactions from August 21 to August 25, 2025 for investment purposes. As of August 25, 2025 the reporting persons collectively beneficially own 4,918,545 ordinary shares, which the filing states represents 20.9% of the outstanding ordinary shares on a converted-basis (23,571,833 shares). NLABS FUND PTE LTD. directly holds 1,888,342 Class A shares (8.0%), NlabsDAO Trust/JIANPING KONG LTD holds 2,370,391 shares (10.1%), and Wlyl Ltd/Lunyu Trust holds 659,812 shares (2.8%). The filing explains the two-class capital structure where each Class B share converts into one Class A and carries 30 votes per Class B share, creating pronounced voting leverage for Class B holders.
Positive
Open-market purchase disclosed: Wlyl Ltd purchased 480,000 Class A shares, increasing reported economic ownership.
Clear ownership percentages: Filing provides explicit share counts and percent ownership on a converted-basis (4,918,545 shares = 20.9%).
Transparent voting structure disclosure: Filing explains conversion mechanics and that each Class B share carries 30 votes, clarifying governance implications.
Negative
Concentrated voting power: 1,699,892 Class B shares carry 30 votes each, creating substantial voting leverage versus economic ownership.
Potential governance concentration: Control appears concentrated among related entities and trusts managed or directed by the same individuals, which may limit influence of other public shareholders.
Insights
TL;DR: The amendment reports an open-market purchase and confirms concentrated control through Class B voting power.
The filing documents a modest open-market accumulation of 480,000 Class A shares by Wlyl Ltd and reconfirms a complex ownership structure that concentrates voting power with Class B holders. On a converted-basis the reporting group holds 20.9% of outstanding shares, while 1,699,892 Class B shares carry 30 votes each, producing significant governance influence disproportionate to economic ownership. This structure preserves control by select insiders and means future corporate actions requiring shareholder votes are materially affected by Class B holders' preferences. The disclosure is routine for a Schedule 13D amendment and provides clear mechanics for conversion and automatic conversion triggers.
TL;DR: The transaction raises stake modestly; the Schedule 13D disclosure is material for investor voting and ownership transparency.
The reported 480,000 share purchase increases the reporting group’s economic stake and is material because the filing shows the group controls 20.9% on a converted basis. The filing explicitly states the shares were purchased for investment purposes and that there were no other transactions in the last 60 days by the reporting person. Investors should note the calculation basis uses an assumed conversion of all Class B shares into Class A shares and the stated outstanding share counts supplied by the issuer. The amendment is procedural and consistent with regulatory disclosure obligations following the open-market buys.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Nano Labs Ltd
(Name of Issuer)
Ordinary shares, par value US$0.002 per share
(Title of Class of Securities)
G6391Y110
(CUSIP Number)
Jianping Kong c/o China Yuangu Hanggang Technology Bui,
509 Qianjiang Road, Shangcheng District Hangzhou,
F4,
310000 (86) 0571-8665 6957
NLABS FUND PTE LTD. c/o China Yuangu Hanggang Technology Bui,
509 Qianjiang Road, Shangcheng District Hangzhou,
F4,
310000 (86) 0571-8665 6957
Tricor Equity Trustee Limited Vistra Corporate Services Centre,
Wickhams Cay II, Road Town, Tortola British Virgin Islands,
D8,
VG 1110 (86) 0571-8665 6957
NlabsDAO Trust c/o China Yuangu Hanggang Technology Bui,
509 Qianjiang Road, Shangcheng District Hangzhou,
F4,
310000 (86) 0571-8665 6957
JIANPING KONG LTD c/o China Yuangu Hanggang Technology Bui,
509 Qianjiang Road, Shangcheng District Hangzhou,
F4,
310000 (86) 0571-8665 6957
Teeroy Limited Room 1921, 19/F, Lee Garden One,
33 Hysan Avenue, Causeway Bay Hong Kong,
K3,
999077 (86) 0571-8665 6957
Lunyu Trust c/o China Yuangu Hanggang Technology Bui,
509 Qianjiang Road, Shangcheng District Hangzhou,
F4,
310000 (86) 0571-8665 6957
Wlyl Ltd c/o China Yuangu Hanggang Technology Bui,
509 Qianjiang Road, Shangcheng District Hangzhou,
F4,
310000 (86) 0571-8665 6957
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
08/25/2025
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No.
G6391Y110
1
Name of reporting person
Jianping Kong
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
PF, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
1,888,342.00
8
Shared Voting Power
3,030,203.00
9
Sole Dispositive Power
1,888,342.00
10
Shared Dispositive Power
3,030,203.00
11
Aggregate amount beneficially owned by each reporting person
4,918,545.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
20.9 %
14
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 1,888,342 Class A Ordinary Shares directly held by NLABS FUND PTE LTD., a private company limited by shares incorporated in Singapore and wholly owned by Mr. Jianping Kong.
2. The number of shares beneficially owned with shared voting power and shared dispositive power represents (i) 670,499 Class A Ordinary Shares directly held by 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, in which Mr. Jianping Kong is a settlor and investment manager, and (ii) 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited, in which Mr.Kong is a settlor and investment manager. Being the sole director of both JIANPING KONG LTD and Wlyl Ltd, and the settlor and investment manager of both NlabsDAO Trust and Lunyu Trust, respectively, Mr. Jianping Kong is deemed to have shared voting and dispositive powers over these Class A Ordinary Shares, and 1,699,892 Class B Ordinary Shares directly held by JIANPING KONG LTD. Being the sole director of JIANPING KONG LTD and the settlor and investment manager of NlabsDAO Trust, Mr. Jianping Kong is deemed to have shared voting and dispositive powers over these Class B Ordinary Shares. 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 Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
CUSIP No.
G6391Y110
1
Name of reporting person
NLABS FUND PTE LTD.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
1,888,342.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
1,888,342.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
1,888,342.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
8.0 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 1,888,342 Class A Ordinary Shares directly held by NLABS FUND PTE LTD., a private company limited by shares incorporated in Singapore and wholly owned by Mr. Jianping Kong.
2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
CUSIP No.
G6391Y110
1
Name of reporting person
Tricor Equity Trustee Limited as Trustee of NlabsDAO Trust
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
2,370,391.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
2,370,391.00
11
Aggregate amount beneficially owned by each reporting person
2,370,391.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
10.1 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with shared voting power and shared dispositive power represents 670,499 Class A Ordinary Shares directly held by 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, and 1,699,892 Class B Ordinary Shares directly held by JIANPING KONG LTD. 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 Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
CUSIP No.
G6391Y110
1
Name of reporting person
NlabsDAO Trust
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
2,370,391.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
2,370,391.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
2,370,391.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
10.1 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 670,499 Class A Ordinary Shares directly held by 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, and 1,699,892 Class B Ordinary Shares directly held by JIANPING KONG LTD. 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 Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
CUSIP No.
G6391Y110
1
Name of reporting person
JIANPING KONG LTD
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
2,370,391.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
2,370,391.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
2,370,391.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
10.1 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
1. 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 Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
CUSIP No.
G6391Y110
1
Name of reporting person
Teeroy Limited as Trustee of Lunyu Trust
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
659,812.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
659,812.00
11
Aggregate amount beneficially owned by each reporting person
659,812.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
2.8 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with shared voting power and share dispositive power represents 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited, in which Mr. Jianping Kong is the settlor and investment manager.
2. 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 Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
CUSIP No.
G6391Y110
1
Name of reporting person
Lunyu Trust
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
659,812.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
659,812.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
659,812.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
2.8 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited.
2. 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 Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
CUSIP No.
G6391Y110
1
Name of reporting person
Wlyl Ltd
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
659,812.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
659,812.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
659,812.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
2.8 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited.
2. 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 Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
Item 1.
Security and Issuer
(a)
Title of Class of Securities:
Ordinary shares, par value US$0.002 per share
(b)
Name of Issuer:
Nano Labs Ltd
(c)
Address of Issuer's Principal Executive Offices:
China Yuangu Hanggang Technology Buildin, 509 Qianjiang Road, Shangcheng District, Hangzhou,
CHINA
, 310000.
Item 1 Comment:
This amendment to Schedule 13D (this "Amendment No.5") amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission") on October 2, 2024, as amended and supplemented by the Amendment No.1, Amendment No.2, Amendment No.3 and Amendment No.4 filed with the Commission on February 5, 2024, May 7, 2024, September 25, 2024, and October 2, 2024, respectively(the "Original Schedule 13D," as amended and supplemented by this Amendment No.5, the "Schedule 13D") by each of Mr. Jianping Kong, NLABS FUND PTE LTD., Tricor Equity Trustee Limited, NlabsDAO Trust, JIANPING KONG LTD, Teeroy Limited, Lunyu Trust and Wlyl Ltd and relates to Class A ordinary shares, par value $0.002 per share (the "Class A Ordinary Shares") and Class B ordinary shares, par value $0.002 per share (the "Class B Ordinary Shares", together with the Class A Ordinary Shares, the "Shares") of Nano Labs Ltd, a Cayman Islands exempted company (the "Issuer").
This Amendment No.5 is being filed to report the purchase of 480,000 Class A Ordinary Shares by Wlyl Ltd in open-market transactions on from August 21 to August 25, 2025.
Except as provided herein, this Amendment No.5 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No.5 have the meanings ascribed to them in the Original Schedule 13D, as amended.
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented by inserting the following after the last paragraph thereof:
From August 21 to August 25, 2025, Wlyl Ltd purchased 480,000 Class A Ordinary Shares in open-market transactions for investment purpose.
Item 5.
Interest in Securities of the Issuer
(a)
The information contained on the cover pages to this Amendment No. 5 is incorporated herein by this reference.
(b)
The information contained on the cover pages to this Amendment No. 5 is incorporated herein by this reference.
(c)
The reporting person effected no transactions during the last 60 days.
Item 7.
Material to be Filed as Exhibits.
99.1 - Joint Filing Agreement dated August 27, 2025 by and among the Reporting Persons
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Jianping Kong
Signature:
/s/ Jianping Kong
Name/Title:
Jianping Kong
Date:
08/27/2025
NLABS FUND PTE LTD.
Signature:
/s/ Jianping Kong
Name/Title:
Jianping Kong, Director
Date:
08/27/2025
Tricor Equity Trustee Limited as Trustee of NlabsDAO Trust
Signature:
/s/ Li Yan Wing Rita
Name/Title:
Li Yan Wing Rita, Director
Date:
08/27/2025
NlabsDAO Trust
Signature:
/s/ Tricor Equity Trustee Limited as trustee of NlabsDAO Trust
Name/Title:
Li Yan Wing Rita, Director of Tricor Equity Trustee Limited
Date:
08/27/2025
JIANPING KONG LTD
Signature:
/s/ Jianping Kong
Name/Title:
Jianping Kong, Director
Date:
08/27/2025
Teeroy Limited as Trustee of Lunyu Trust
Signature:
/s/ Li Yan Wing Rita
Name/Title:
Li Yan Wing Rita and Yeung Tsz Yeung, Authorised Signatories
Date:
08/27/2025
Lunyu Trust
Signature:
/s/ Teeroy Limited as trustee of Lunyu Trust
Name/Title:
Li Yan Wing Rita and Yeung Tsz Yeung, Authorised Signatories of Teeroy Limited
What did the Schedule 13D/A for Nano Labs Ltd (NA) report?
The filing reports that Wlyl Ltd purchased 480,000 Class A ordinary shares in open-market transactions from August 21 to August 25, 2025.
How many shares and what percent does the reporting group own after the amendment?
The reporting persons beneficially own 4,918,545 shares, which the filing states equals 20.9% of outstanding ordinary shares on a converted-basis (23,571,833 shares).
Who holds the largest direct Class A stake disclosed in the filing?
NLABS FUND PTE LTD. directly holds 1,888,342 Class A shares representing 8.0% of the class on the filing’s basis.
What is special about the Class B shares described in the filing?
Each Class B ordinary share is convertible into one Class A share and is entitled to 30 votes per share, creating significant voting leverage for Class B holders.
Were any other transactions disclosed for the reporting persons in the last 60 days?
The filing states that the reporting person effected no transactions during the last 60 days except for the Wlyl Ltd open-market purchases reported in this amendment.
