[SCHEDULE 13G] Nano Labs Ltd SEC Filing

Rhea-AI Filing Summary

CVI Investments, Inc. and its investment manager Heights Capital Management, Inc. have filed a Schedule 13G reporting beneficial ownership of 2,110,200 Class A ordinary shares of Nano Labs Ltd (CUSIP G6391Y128). The position represents 9.9 % of the company’s 20,712,924 outstanding shares as stated in the issuer’s June 27 2025 prospectus supplement.

The stake comprises (i) 1.7 million shares already issued and (ii) additional shares issuable upon exercise of warrants. Each warrant contains a 9.99 % ownership blocker, preventing exercise that would push aggregate ownership above the 10 % threshold. Both entities report shared voting and dispositive power over the entire position; neither has sole voting or dispositive authority.

The reporting persons certify that the securities were not acquired to change or influence control of Nano Labs and disclaim beneficial ownership beyond their economic interest. Signatures were executed by Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, on July 1 2025.

• Filing trigger date: June 26 2025
• Reporting rule: 13d-1(c) passive investor filing
• Jurisdictions: CVI (Cayman Islands); Heights Capital (Delaware, USA)

This disclosure informs the market that a single investment group has accumulated a stake just below the 10 % threshold—material information for assessing Nano Labs’ shareholder base and potential future capital activity.

Positive

• Institutional endorsement: A professional investment firm now holds 9.9 % of outstanding shares, suggesting confidence in Nano Labs’ prospects.
• Shared voting structure: Consolidated voting/dispositive power may streamline decision-making in shareholder matters.

Negative

• Dilution risk: Up to 410,200 additional shares could be issued upon warrant exercise, modestly diluting existing shareholders.
• Limited influence cap: 9.99 % ownership blocker signals no immediate strategic engagement, offering limited near-term catalyst.

Insights

Financial Analyst

TL;DR – 9.9 % stake signals institutional interest but purposely stays under control threshold; neutral-to-modest positive for share-base stability.

From a capital-markets viewpoint, CVI/Heights’ 9.9 % position adds a well-capitalized, professionally managed investor to Nano Labs’ registry. The purchase, partially through warrants, provides flexibility while observing a 9.99 % blocker, indicating no near-term intent to cross into Schedule 13D territory. Although the filing does not disclose purchase price or intent, positions of this size can improve float liquidity and bolster perception of external confidence. However, outstanding warrants could introduce potential dilution if exercised. Overall, the development is noteworthy but not transformational; it neither alters control nor provides direct funding to the company.

Corporate Governance Expert

TL;DR – Investor stays below 10 %, limiting governance influence; disclosure mainly affects ownership transparency.

By filing a passive Schedule 13G instead of a 13D, the group affirms it is not seeking to influence Nano Labs’ strategy or board composition. The use of a warrant blocker further demonstrates intent to remain below the 10 % statutory threshold that often triggers additional governance scrutiny. Consequently, existing governance dynamics remain unchanged. Investors should nonetheless monitor subsequent filings; a conversion to 13D or ownership increases beyond 10 % would signal a shift toward activism or strategic involvement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Nano Labs Ltd

(Name of Issuer)

Class A Ordinary Shares, $0.002 par value per share

(Title of Class of Securities)

G6391Y128

(CUSIP Number)

06/26/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G6391Y128

1

Names of Reporting Persons

CVI Investments, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,110,200.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,110,200.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,110,200.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

CUSIP No. G6391Y128

1

Names of Reporting Persons

Heights Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,110,200.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,110,200.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,110,200.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nano Labs Ltd
(b)	Address of issuer's principal executive offices: China Yuangu Hanggang Technology Building, 509 Qianjiang Road, Shangcheng District, Hangzhou, Zhejiang, 310000, People's Republic of China
Item 2.
(a)	Name of person filing: This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the Class A ordinary shares of Nano Labs Ltd (the "Company"), $0.002 par value per share (the "Shares"). (i) CVI Investments, Inc. (ii) Heights Capital Management, Inc.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of CVI Investments, Inc. is: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands The address of the principal business office of Heights Capital Management, Inc. is: 101 California Street, Suite 3250 San Francisco, California 94111
(c)	Citizenship: Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)	Title of class of securities: Class A Ordinary Shares, $0.002 par value per share
(e)	CUSIP No.: G6391Y128
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The number of Shares reported as beneficially owned consists of (i) 1,700,000 Shares, and (ii) Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants"). The Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 9.99%. The Company's Prospectus Supplement (to Prospectus dated August 14, 2023, Registration No. 333-273968), filed on June 27, 2025, indicates there were 20,712,924 Shares outstanding (excluding Shares underlying the Warrants) as of the completion of the offering of the Shares referred to therein.
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

CVI Investments, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:	07/01/2025

Heights Capital Management, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:	07/01/2025

Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit I hereto.

Exhibit Information

EXHIBIT INDEX EXHIBIT DESCRIPTION ________ ________ I Limited Power of Attorney II Joint Filing Agreement

FAQ

How many Nano Labs (G6391Y128) shares does CVI Investments beneficially own?

CVI Investments and Heights Capital report 2,110,200 Class A shares, equal to 9.9 % of shares outstanding.

What portion of the 2.11 million shares are warrants?

The stake consists of 1.7 million issued shares plus shares issuable upon warrant exercise, capped by a 9.99 % blocker.

Why was a Schedule 13G filed instead of a Schedule 13D?

The investors classify themselves as passive holders under Rule 13d-1(c), indicating no intent to influence control.

Does the filing change Nano Labs’ control structure?

No. The reporting persons certify the shares were not acquired to influence control; ownership remains below 10 %.

When was the ownership threshold triggering event?

The event date is June 26 2025; the certification was signed on July 1 2025.