[SCHEDULE 13G] Nano Labs Ltd SEC Filing

Rhea-AI Filing Summary

Nano Labs Ltd Schedule 13G discloses that Ayrton Capital LLC, Alto Opportunity Master Fund (Segregated Master Portfolio B) and Waqas Khatri beneficially own 1,542,929 Class A ordinary shares, equal to 7.12% of the class as of June 30, 2025. That total comprises 590,548 shares held and 952,381 shares issuable on the exercise of warrants; the issuable shares are subject to a 9.99% beneficial ownership blocker. The filing cites 20,712,924 outstanding shares as of June 27, 2025, and reports sole voting and dispositive power over all 1,542,929 shares. The statement is signed by Waqas Khatri as Managing Member/Director for the reporting entities.

Positive

• Clear, complete disclosure of beneficial ownership including held shares and shares issuable on warrants
• Material stake identified with precise percentages and outstanding share basis (20,712,924) cited
• Sole voting and dispositive power reported for all disclosed shares, providing governance clarity

Negative

• Material ownership above 5% (7.12%) which may be viewed as significant by investors
• Large warrant component (952,381 shares) creates potential dilution if exercised
• Percent calculation depends on outstanding share count from the issuer's prospectus dated June 27, 2025

Insights

Financial Analyst

TL;DR: Reporting group holds a material 7.12% stake, driven significantly by warrants; ownership is disclosed clearly and remains non-controlling.

The filing reports 1,542,929 shares beneficially owned, representing 7.12% of the class using the issuer's June 27, 2025 outstanding share count. The breakdown shows 590,548 shares currently held and 952,381 issuable on warrants, which can dilute common holders if exercised. The presence of a 9.99% beneficial ownership blocker is notable because it limits exercise beyond that threshold. Overall this is a transparent disclosure of a material minority position rather than an assertion of control.

Corporate Governance Expert

TL;DR: Sole voting and dispositive power over reported shares provides clear lines of authority, while warrants and the blocker affect future ownership dynamics.

The Schedule 13G states the reporting persons have sole voting and dispositive power for all 1,542,929 shares and report no shared power. The filing documents the legal relationships: the Fund is managed by Ayrton Capital LLC and Mr. Khatri is the managing member and signatory. The 9.99% beneficial ownership blocker on warrant-related issuable shares is a contractual constraint that limits additional accumulation through warrant exercise beyond the stated threshold.

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, par value US$0.002 per share

(Title of Class of Securities)

G6391Y128

(CUSIP Number)

06/30/2025

(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

Ayrton Capital LLC

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 1,542,929.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,542,929.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,542,929.00

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)

7.1 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G6391Y128

1

Names of Reporting Persons

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

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 1,542,929.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,542,929.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,542,929.00

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)

7.1 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G6391Y128

1

Names of Reporting Persons

Waqas Khatri

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,542,929.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,542,929.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,542,929.00

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)

7.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nano Labs Ltd
(b)	Address of issuer's principal executive offices: China Yuangu Hanggang Tech Bldg, 509 Qianjiang Road, Shangcheng District, Hangzhou, Zhejiang, CHINA, 310000.
Item 2.
(a)	Name of person filing: (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)	Address or principal business office or, if none, residence: (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)	Citizenship: (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)	Title of class of securities: Class A ordinary shares, par value US$0.002 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: Ayrton Capital LLC: 1,542,929; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 1,542,929; and (iii) Waqas Khatri: 1,542,929. Represents (i) 590,548 shares of Common Stock held by the Reporting Persons; and (ii) 952,381 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of Nano Labs Ltd (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)	Percent of class: The percentages below are based on (i) 20,712,924 shares of Common Stock of the Issuer that were outstanding as of June 27, 2025; and (ii) 952,381 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's Prospectus Supplement Form 424B5 filed on June 27, 2025. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2025. (i) Ayrton Capital LLC: 7.12%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 7.12%; and (iii) Waqas Khatri: 7.12%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 1,542,929; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 1,542,929; and (iii) Waqas Khatri: 1,542,929
	(ii) Shared power to vote or to direct the vote: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 1,542,929; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 1,542,929; Waqas Khatri: 1,542,929
	(iv) Shared power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; (iii) Waqas Khatri: 0
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 acquired and are held in the ordinary course of business and 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.

Ayrton Capital LLC

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Managing Member
Date:	08/13/2025

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	08/13/2025

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	08/13/2025

FAQ

What stake do Ayrton Capital, Alto Opportunity and Waqas Khatri report in Nano Labs (NA)?

They report beneficial ownership of 1,542,929 shares, representing 7.12% of class as of June 30, 2025.

How many of the reported Nano Labs (NA) shares are issuable on warrants?

952,381 shares are issuable on the exercise of warrants held by the reporting persons.

What outstanding share count is used to calculate the 7.12% figure for NA?

The percentage is based on 20,712,924 shares outstanding as of June 27, 2025, per the issuer's prospectus supplement.

Do the reporting persons have voting power over the reported NA shares?

Yes. The filing reports sole voting and sole dispositive power for all 1,542,929 reported shares and no shared power.

What limitation applies to the warrant-related shares in this 13G filing?

The shares issuable on the warrants are subject to a 9.99% beneficial ownership blocker.

When was the Schedule 13G signed for Nano Labs (NA)?

The Schedule 13G was signed by Waqas Khatri on August 13, 2025.