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6-K 1 ea0201999-6k_nanolabs.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2024

 

 Commission File Number: 001-41426

 

Nano Labs Ltd

(Exact name of registrant as specified in its charter)

 

China Yuangu Hanggang Technology Building

509 Qianjiang Road, Shangcheng District,

Hangzhou, Zhejiang, 310000

People’s Republic of China

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒         Form 40-F ☐

 

 

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: March 19, 2024 Nano Labs Ltd
     
  By: /s/ Jianping Kong
  Name:  Jianping Kong
  Title: Chairman and Chief Executive Officer

 

1


 

EXHIBIT INDEX

 

Exhibit No.   Description
     
Exhibit 99.1   Press Release

 

 

 

2

 

EX-99.1 2 ea020199901ex99-1_nanolabs.htm PRESS RELEASE

Exhibit 99.1

 

Nano Labs Announces Second Half of 2023 Financial Results

 

HANGZHOU, China, March 18, 2024 (GLOBE NEWSWIRE) -- Nano Labs Ltd (Nasdaq: NA) (“we,” the “Company” or “Nano Labs”), a leading fabless integrated circuit design company and product solution provider in China, today announced its unaudited financial results as of December 31, 2023 and for the six months ended December 31, 2023

 

Second Half of 2023 Financial Highlights

 

Net revenue was RMB26.1 million (US$3.7 million) for the second half of 2023, compared to RMB603.0 million in the same period of 2022.

 

Gross loss was RMB40.6 million (US$5.7 million) for the second half of 2023, compared to a gross profit of RMB53.8 million in the same period of 2022.

 

Loss from operations was RMB124 million (US$17.6 million) for the second half of 2023, compared to a loss from operations of RMB86.9 million in the same period of 2022.

 

Net loss was RMB120.0 million (US$16.9 million) for the second half of 2023, compared to a net loss of RMB80.3 million in the same period of 2022.

 

Net loss per share (both basic and diluted) was RMB1.91 (US$0.27) for the second half of 2023, compared to a net loss per share (both basic and diluted) of RMB1.47 in the same period of 2022.

 

Mr. Jianping Kong, Chairman and Chief Executive Officer of the Company, commented, “In the second half of 2023, our company benefited from supportive government policy and positive market trends. The Hong Kong government’s strong support for the web3.0 industry and the historic approval of the first Bitcoin spot ETF by the SEC in early 2024 have bolstered the industry, infusing optimism and propelling progress. Our management team is actively pursuing global market expansion opportunities. Through a series of market expansion initiatives, we aim to continue exploring potential market opportunities to increase our market share.

 

In terms of research and development, our Cuckoo series iterative products are currently undergoing intensive R&D efforts. Significant advancements were made in the latter half of 2023, and we anticipate the launch of enhanced versions of our products in 2024, which are expected to deliver substantially improved performance. Additionally, our company is concurrently upgrading our packaging technology and IP to enhance the efficiency of chip production. We are also laying the groundwork for research and development of AI computing, ZK computing, and other chips to seize emerging market opportunities.

 

Our metaverse business line, iPollo Metaverse, offers a photography studio service that includes 3D scanning and 3D printing services. This service has not only received high praise from athletes at the Asian Games but has also provided diverse digital application scenarios for various IPs. It assists in the digitalization of various types of IPs, helping them enter the metaverse track. Furthermore, the photography studio service offers personalized customization services to users, allowing a wide range of enthusiasts to experience the joy of DIY in the metaverse.”

 

Mr. Bing Chen, Chief Financial Officer, commented, “For the second half of 2023, our net revenue was RMB26.1 million (US$3.7 million). In addition, the net loss was RMB120.0 million (US$16.9 million) for the six months ended December 31, 2023, compared to a net loss of RMB80.3 million in the same period of 2022. While the company’s performance in the second half of 2023 may not have met expectations, we are encouraged by the gradual recovery in the market. We firmly believe that with the favorable policies and support, coupled with our continuous dedication and efforts, we will continue to progress and provide foundational services for the development of the web3.0 industry!”

 


 

Second Half of 2023 Financial Results

 

Net Revenues

 

Net revenue was RMB26.1 million (US$3.7 million) for the second half of 2023, compared to RMB603.0 million for the same period of 2022. The decrease in net revenues was primarily due to the drop of sales volume of iPollo V1 Series and B1 Series. The revenues in 3D-printing products, our new products, was RMB787 thousand for the second half of 2023, compared to nil for the same period of 2022.

 

Cost of Revenues

 

Cost of revenues was RMB66.6 million (US$9.4 million) for the second half of 2023, compared to RMB549.2 million for the same period of 2022. The change was mainly due to the decrease in sales volume and partially offset by an increase in inventory write-down.

 

The cost of 3D-printing products was RMB629 thousand for the second half of 2023, compared to nil for the same period of 2022.

 

Operating Expenses

 

Total operating expenses decreased by 40.4% to RMB83.8 million (US$11.8 million) for the second half of 2023, from RMB140.7 million for the same period of 2022.

 

Selling and marketing expenses decreased to RMB5.8 million (US$0.8 million) for the second half of 2023, from RMB14.3 million for the same period of 2022. The decrease in selling and marketing expenses was primarily due to the decrease in advertising fee and marketing promotion expenses.

 

General and administrative expenses decreased by 38.4% to RMB22.4 million (US$3.2 million) for the second half of 2023, from RMB36.3 million for the same period of 2022. The decrease in general and administrative expenses was primarily due to the decrease in professional fees and employee salary expenses as the number and salaries of general and administrative staff decreased.

 

Research and development expenses decreased by 38.3% to RMB55.6 million (US$7.9 million) for the second half of 2023, from RMB90.2 million for the same period of 2022. The decrease in research and development expenses was primarily due to the decrease in equipment cost, salary expenses and share-based compensation expenses. The Company expects to continue its significant investment in research and development to support its future development, product iteration, and competitive strengths.

 

2


 

Loss from Operations

 

Loss from operations was RMB124.4 million (US$17.6 million) for the second half of 2023, compared with loss from operations of RMB86.9 million for the same period of 2022.

 

Finance Income

 

Finance income was RMB0.7 million (US$0.1 million) for the second half of 2023, compared with finance income of RMB3.8 million for the same period of 2022.

 

Net Loss

 

Net loss was RMB120.0 million (US$16.9 million) for the second half of 2023, compared with RMB80.3 million in the same period of 2022.

 

Basic and Diluted Loss Per Ordinary Share attributable to Nano Labs Ltd

 

Basic and diluted loss per share was RMB1.91 (US$0.27) for the second half of 2023, compared with basic and diluted loss per share of RMB1.47 for the same period of 2022.

 

Cash and Cash Equivalents

 

As of December 31, 2023, the Company had cash and cash equivalents of RMB48.2 million (US$6.8 million), compared with RMB87.8 million as of December 31, 2022.

 

Exchange Rate

 

This press release contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) solely for the convenience of the reader. Unless otherwise specified, all translations of Renminbi amounts into U.S. dollar amounts in this press release are made at RMB7.0827 to US$1.00, the central parity rate on December 31, 2023 published by the People’s Bank of China.

 

Non-GAAP Financial Measures

 

In evaluating our business, we consider and use adjusted net income/(loss) as an additional non-GAAP measure to review and assess our operating performance. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net income/(loss) as net income/(loss) excluding share-based compensation expense.

 

We present the non-GAAP financial measure because they are used by our management to evaluate our operating performance and formulate business plans. Non-GAAP financial measures enable our management to assess our operating results without considering the impact of non-cash charges and non-operating items. We also believe that the use of the non-GAAP measure facilitates investors’ assessment of our operating performance.

 

The non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as analytical tools. One of the key limitations of using the non-GAAP financial measure is that they do not reflect all items of income and expense that affect our operations. Share-based compensation expenses have been and may continue to be incurred in our business and are not reflected in the presentation of adjusted net income/(loss). Further, the non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited.

 

3


 

Conference Call

 

The Company will host an earnings conference call to discuss its financial results at 8:30 am U.S. Eastern Time (8:30 pm Beijing Time) on March 18, 2024.

 

For participants who wish to join the call, please access the link provided below to complete the online registration process.

 

Registration Link: https://s1.c-conf.com/diamondpass/10037655-rw885f.html

 

Upon registration, participants will receive the dial-in number and unique PIN, which can be used to join the conference call. If participants register and forget their PIN or lose their registration confirmation email, they may simply re-register and receive a new PIN. All participants are encouraged to dial in 15 minutes prior to the start time.

 

A live and archived webcast of the conference call will be accessible on the Company’s investor relations website at: https://ir.nano.cn/.

 

A telephone replay of the call will be available until 25 March, 2024 via the following dial-in details:

 

Dial-in Numbers:

US/Canada:

1855 883 1031
Hong Kong: 800 930 639
China: 400 1209 216
Replay PIN: 10037655

 

About Nano Labs Ltd

 

Nano Labs Ltd is a leading fabless integrated circuit (“IC”) design company and product solution provider in China. Nano Labs is committed to the development of high throughput computing (“HTC”) chips, high performance computing (“HPC”) chips, distributed computing and storage solutions, smart network interface cards (“NICs”) vision computing chips and distributed rendering. Nano Labs has built a comprehensive flow processing unit (“FPU”) architecture which offers solution that integrates the features of both HTC and HPC. Nano Lab’s Cuckoo series are one of the first near-memory HTC chips available in the market*. For more information, please visit the Company’s website at: ir.nano.cn.

 

* According to an industry report prepared by Frost & Sullivan.

 

4


 

Forward-Looking Statements

 

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company’s plan to appeal the Staff’s determination, which can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

 

For investor and media inquiries, please contact:

 

Nano Labs Ltd

 

Email: ir@nano.cn

 

Ascent Investor Relations LLC

 

Tina Xiao

Phone: +1-646-932-7242

Email: investors@ascent-ir.com

 

5


 

Consolidated Balance Sheets
(Unaudited)

 

    As of December 31,     As of December 31,  
    2022     2023  
    RMB     RMB     US$  
ASSETS                  
Current assets:                        
Cash and cash equivalents     87,811,272       48,164,664       6,800,325  
Restricted cash     48,112       417,990       59,016  
Accounts receivable, net     -       1,739,065       245,537  
Inventories, net     102,201,746       12,874,986       1,817,808  
Prepayments     71,314,254       24,386,010       3,443,039  
Other current assets     27,275,215       37,908,092       5,352,209  
Total current assets     288,650,599       125,490,807       17,717,934  
Non-current assets:                        
Property, plant and equipment, net     21,426,955       169,653,582       23,953,236  
Intangible asset, net     48,717,132       47,731,288       6,739,137  
Operating lease right-of-use assets     8,447,978       7,424,554       1,048,266  
Total non-current assets     78,592,065       224,809,424       31,740,639  
                         
TOTAL ASSETS     367,242,664       350,300,231       49,458,573  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)                        
Current liabilities:                        
Short-term debts     -       20,000,000       2,823,782  
Current portion of long-term debts     280,000       3,410,000       481,455  
Accounts payable     15,292,843       16,875,586       2,382,649  
Advance from customers     124,469,097       107,826,617       15,223,942  
Operating lease liabilities, current     4,199,361       3,479,752       491,303  
Other current liabilities     39,399,532       90,978,171       12,845,126  
Total current liabilities     183,640,833       242,570,126       34,248,257  
Non-current liabilities:                        
Long-term debts     16,673,316       120,260,783       16,979,511  
Operating lease liabilities, non-current     2,514,115       3,730,672       526,730  
Total non-current liabilities     19,187,431       123,991,455       17,506,241  
Total liabilities     202,828,264       366,561,581       51,754,498  
Shareholders’ equity (deficit):                        
Class A ordinary shares ($0.0002 par value; 121,410,923 shares authorized; 27,159,258 and 41,927,302 shares issued as of December 31, 2022 and 2023, respectively; 27,159,258 and 37,242,359 shares outstanding as of December 31, 2022 and 2023, respectively)*     35,425       50,106       7,074  
Class B ordinary shares ($0.0002 par value; 28,589,078 shares authorized; 28,589,078 shares issued and outstanding as of December 31, 2022 and December 31, 2023)*     36,894       36,894       5,209  
Additional paid-in capital     354,803,564       428,310,028       60,472,706  
Accumulated deficit     (199,207,921 )     (452,031,693 )     (63,821,945 )
Statutory reserves     6,647,109       6,647,109       938,499  
Accumulated other comprehensive income     2,099,329       2,254,558       318,319  
Total Nano Labs Ltd shareholders’ equity (deficit)     164,414,400       (14,732,998 )     (2,080,138 )
Noncontrolling interests     -       (1,528,352 )     (215,787 )
Total shareholders’ equity (deficit)     164,414,400       (16,261,350 )     (2,295,925 )
                         
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)     367,242,664       350,300,231       49,458,573  

 

* Giving effect of the 2-for-1 reverse stock split effective on January 31, 2024.

 

6


 

 Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)

 

    For the six months ended December 31,  
    2022     2023  
    RMB     RMB     US$  
Net revenues     603,030,131       26,066,660       3,680,328  
Cost of revenues     549,236,760       66,617,485       9,405,662  
Gross profit (loss)     53,793,371       (40,550,825 )     (5,725,334 )
                         
Operating expenses:                        
Selling and marketing expenses     14,266,412       5,830,986       823,272  
General and administrative expenses     36,311,852       22,360,766       3,157,096  
Research and development expenses     90,159,028       55,648,133       7,856,910  
Total operating expenses     140,737,292       83,839,885       11,837,278  
                         
Loss from operations     (86,943,921 )     (124,390,710 )     (17,562,612 )
                         
Other expenses (income):                        
Finance income     (3,771,346 )     (680,536 )     (96,084 )
Interest income     (144,938 )     (153,112 )     (21,618 )
Other income     (2,752,999 )     (3,507,095 )     (495,164 )
Total other income     (6,669,283 )     (4,340,743 )     (612,866 )
                         
Loss before income tax provision     (80,274,638 )     (120,049,967 )     (16,949,746 )
Income tax provision     -       (17,394 )     (2,456 )
Net loss     (80,274,638 )     (120,032,573 )     (16,947,290 )
Less: net loss attributable to noncontrolling interests     -       (1,528,282 )     (215,777 )
Net loss attributable to Nano Labs Ltd     (80,274,638 )     (118,504,291 )     (16,731,513 )
                         
Comprehensive income (loss):                        
Net loss     (80,274,638 )     (120,032,573 )     (16,947,290 )
Other comprehensive income (loss):                        
Foreign currency translation adjustment     3,229,764       (1,616,096 )     (228,175 )
Comprehensive Loss     (77,044,874 )     (121,648,669 )     (17,175,465 )
Comprehensive loss attributable to noncontrolling interests     -       (1,528,352 )     (215,787 )
Comprehensive loss attributable to Nano Labs Ltd     (77,044,874 )     (120,120,317 )     (16,959,678 )
                         
Net loss per ordinary share attributable to Nano Labs Ltd                        
Basic*     (1.47 )     (1.91 )     (0.27 )
Diluted*     (1.47 )     (1.91 )     (0.27 )
                         
Weighted average number of shares used in per share calculation:                        
Basic*     54,571,995       61,970,664       61,970,664  
Diluted*     54,571,995       61,970,664       61,970,664  

 

* Giving effect of the 2-for-1 reverse stock split effective on January 31, 2024.

 

7


 

Non-GAAP Reconciliation
(Unaudited)

 

    For the Six Months Ended December 31,  
    2022     2023  
    RMB     RMB     US$  
Net loss     (80,274,638 )     (120,032,573 )     (16,947,290 )
Add:                        
Share-based compensation expenses     4,673,674       580,813       82,004  
Non-GAAP adjusted net loss     (75,600,964 )     (119,451,760 )     (16,865,286 )

 

 

8