[SCHEDULE 13G] Nano Labs Ltd SEC Filing

Rhea-AI Filing Summary

Citadel’s passive stake in Nano Labs Ltd disclosed. A Schedule 13G filed on 7 July 2025 shows that a group of Citadel-affiliated entities and founder Kenneth Griffin collectively own 2,085,799 Class A ordinary shares of Nano Labs Ltd, equal to 9.5 % of the 22,012,924 shares outstanding (including 1.3 million shares issuable on warrant conversion). The bulk of the position—2,038,777 shares (9.3 %)—is held through Citadel Advisors-managed funds, while Citadel Securities holds 47,022 shares (0.2 %). All shares are reported with shared voting and dispositive power; none are held with sole authority, underscoring the joint, non-controlling nature of the investment. The certification in Item 10 specifies the securities were "not acquired … for the purpose of changing or influencing control," confirming a passive investment intent. No other material transactions, financial results, or corporate actions are disclosed. The filing establishes Citadel as a new >5 % beneficial owner, adding a prominent institutional holder to Nano Labs’ share register.

Positive

• Citadel entities and Kenneth Griffin now own 9.5 % of Nano Labs’ Class A shares, introducing a high-profile institutional investor.
• Filing on passive Schedule 13G reduces concerns about activist intervention, limiting governance disruption.

Negative

• None.

Insights

Equity Analyst

TL;DR—Citadel reveals 9.5 % passive stake; supportive but not transformational.

Citadel’s entry boosts Nano Labs’ institutional ownership, lending the micro-cap issuer market credibility and potential liquidity support. A 9.5 % holding is significant but below the 10 % threshold that would restrict trading flexibility, suggesting Citadel values agility. Because the filing is on Schedule 13G rather than 13D, the group signals no activist agenda, reducing governance disruption risk. From a valuation standpoint, Citadel’s involvement may attract follow-on institutional interest, modestly tightening the float; however, absent financial or strategic disclosures, the long-term earnings outlook remains unchanged. Overall market impact skews positive but is not materially transformative.

Corporate Governance Specialist

TL;DR—Passive stake limits control concerns; monitoring still warranted.

The coordinated reporting structure (six Citadel entities plus Griffin) clarifies control pathways and avoids aggregation ambiguity. Shared rather than sole voting power indicates internal allocation, not issuer influence. Item 10 certification further insulates Nano Labs from activist pressures. Nevertheless, the near-10 % position positions Citadel as a potential swing vote in any contested matters; boards typically acknowledge such holders in engagement plans. No poison-pill triggers appear implicated given sub-10 % level. Governance risk is therefore low, but sustained monitoring is prudent if holdings increase or migrate to a Schedule 13D.

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 (the "Shares")

(Title of Class of Securities)

G6391Y128

(CUSIP Number)

06/27/2025

(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

Citadel Advisors 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 0.00
6	Shared Voting Power 2,038,777.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,038,777.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,038,777.00

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)

9.3 %

12

Type of Reporting Person (See Instructions)

IA, HC, OO

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 22,012,924 Shares outstanding comprised of (i) 20,712,924 Shares outstanding as of June 27, 2025 (according to the issuer's prospectus as filed with the Securities and Exchange Commission on June 27, 2025), and (ii) 1,300,000 Shares issuable upon conversion of certain warrants held by affiliates of the reporting persons. Except as described in the preceding sentence, all Shares for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market on July 7, 2025.

SCHEDULE 13G

CUSIP No. G6391Y128

1

Names of Reporting Persons

Citadel Advisors Holdings LP

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 2,038,777.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,038,777.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,038,777.00

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)

9.3 %

12

Type of Reporting Person (See Instructions)

HC, PN

SCHEDULE 13G

CUSIP No. G6391Y128

1

Names of Reporting Persons

Citadel GP 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 0.00
6	Shared Voting Power 2,038,777.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,038,777.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,038,777.00

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)

9.3 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. G6391Y128

1

Names of Reporting Persons

Citadel Securities 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 0.00
6	Shared Voting Power 47,022.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 47,022.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

47,022.00

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)

0.2 %

12

Type of Reporting Person (See Instructions)

BD, OO

SCHEDULE 13G

CUSIP No. G6391Y128

1

Names of Reporting Persons

Citadel Securities Group LP

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 47,022.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 47,022.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

47,022.00

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)

0.2 %

12

Type of Reporting Person (See Instructions)

HC, PN

SCHEDULE 13G

CUSIP No. G6391Y128

1

Names of Reporting Persons

Citadel Securities GP 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 0.00
6	Shared Voting Power 47,022.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 47,022.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

47,022.00

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)

0.2 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. G6391Y128

1

Names of Reporting Persons

Kenneth Griffin

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 0.00
6	Shared Voting Power 2,085,799.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,085,799.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,085,799.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

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, People's Republic of China 310000
Item 2.
(a)	Name of person filing: This Schedule 13G is being jointly filed by Citadel Advisors LLC ("Citadel Advisors"), Citadel Advisors Holdings LP ("CAH"), Citadel GP LLC ("CGP"), Citadel Securities LLC ("Citadel Securities"), Citadel Securities Group LP ("CALC4"), Citadel Securities GP LLC ("CSGP") and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the "Reporting Persons") with respect to the Shares of the above-named issuer owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company ("CM"), and Citadel Securities. Such owned Shares may include other instruments exercisable for or convertible into Shares. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
(b)	Address or principal business office or, if none, residence: The address of each of the Reporting Persons is 830 Brickell Plaza, Miami, Florida 33131.
(c)	Citizenship: Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
(d)	Title of class of securities: Class A ordinary shares, par value US$0.002 per share (the "Shares")
(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: 1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 2,038,777 Shares. 2. Citadel Securities LLC may be deemed to beneficially own 47,022 Shares. 3. Each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own 47,022 Shares. 4. Mr. Griffin may be deemed to beneficially own 2,085,799 Shares.
(b)	Percent of class: 1. The number of Shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes 9.3% of the Shares outstanding. 2. The number of Shares that Citadel Securities LLC may be deemed to beneficially own constitutes 0.2% of the Shares outstanding. 3. The number of Shares that each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes 0.2% of the Shares outstanding. 4. The number of Shares that Mr. Griffin may be deemed to beneficially own constitutes 9.5% of the Shares outstanding.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0 2. Citadel Securities LLC: 0 3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 0 4. Mr. Griffin: 0
	(ii) Shared power to vote or to direct the vote: 1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 2,038,777 2. Citadel Securities LLC: 47,022 3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 47,022 4. Mr. Griffin: 2,085,799
	(iii) Sole power to dispose or to direct the disposition of: 1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0 2. Citadel Securities LLC: 0 3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 0 4. Mr. Griffin: 0
	(iv) Shared power to dispose or to direct the disposition of: 1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 2,038,777 2. Citadel Securities LLC: 47,022 3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 47,022 4. Mr. Griffin: 2,085,799
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.

Citadel Advisors LLC

Signature:	/s/ Seth Levy
Name/Title:	Seth Levy, Authorized Signatory
Date:	07/07/2025

Citadel Advisors Holdings LP

Signature:	/s/ Seth Levy
Name/Title:	Seth Levy, Authorized Signatory
Date:	07/07/2025

Citadel GP LLC

Signature:	/s/ Seth Levy
Name/Title:	Seth Levy, Authorized Signatory
Date:	07/07/2025

Citadel Securities LLC

Signature:	/s/ Seth Levy
Name/Title:	Seth Levy, Authorized Signatory
Date:	07/07/2025

Citadel Securities Group LP

Signature:	/s/ Seth Levy
Name/Title:	Seth Levy, Authorized Signatory
Date:	07/07/2025

Citadel Securities GP LLC

Signature:	/s/ Seth Levy
Name/Title:	Seth Levy, Authorized Signatory
Date:	07/07/2025

Kenneth Griffin

Signature:	/s/ Seth Levy
Name/Title:	Seth Levy, attorney-in-fact*
Date:	07/07/2025

Comments accompanying signature: * Seth Levy is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Allakos Inc. on October 13, 2023.

Exhibit Information

Exhibit 99.1 - Joint Filing Agreement

FAQ

How many Nano Labs Ltd shares does Citadel own?

Citadel-affiliated entities report 2,085,799 Class A shares, representing 9.5 % of shares outstanding.

Is Citadel’s stake in Nano Labs passive or activist?

The stake is filed on Schedule 13G, indicating a passive investment with no intent to influence control.

What percentage of Nano Labs does Kenneth Griffin personally report?

Kenneth Griffin is deemed to beneficially own 9.5 % of Nano Labs’ Class A shares through shared ownership with Citadel entities.

Why is the outstanding share count 22,012,924?

The number includes 20,712,924 shares outstanding plus 1.3 million shares issuable upon warrant conversion held by Citadel affiliates.

Does Citadel have sole voting power over Nano Labs shares?

No. All reported shares are held with shared voting and dispositive power; Citadel reports zero sole authority.