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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 October 2025
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 offices)
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 ☐
EXPLANATORY NOTE
The document attached as exhibit 99.1 to this Form 6-K is hereby incorporated by reference into the registrant’s Registration Statements on (1) Form F-3 initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 14, 2023 (Registration No. 333-273968), (2) Form F-3, as amended, initially filed with the Commission on July 9, 2025 (Registration No. 333-288573), (3) Form F-3, as amended, initially filed with the Commission on August 4, 2025 (Registration No. 333-289211), and (4) post-effective amendment No. 3 to Form F-1 on Form F-3, as amended, filed with the Commission on September 29, 2025 (Registration No. 333-278977), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
| Nano Labs Ltd | ||
| Date: October 15, 2025 | By: | /s/ Jianping Kong |
| Name: | Jianping Kong | |
| Title: | Chairman and Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release |
Exhibit 99.1
Nano Labs Ltd Announces up to US$25.0 Million Share Repurchase Program
HONG KONG, October 15, 2025 (GLOBE NEWSWIRE) -- Nano Labs Ltd (Nasdaq: NA) (“we,” the “Company” or “Nano Labs”), a leading Web 3.0 infrastructure and product solution provider, announced that its board of directors has authorized a share repurchase program under which the Company may repurchase up to US$25.0 million worth of its shares within the next 12 months, subject to market conditions.
Under the share repurchase program, the Company may periodically repurchase its ordinary shares through open market transactions, privately negotiated transactions, block trades or any combination thereof in compliance with applicable securities laws and the Company’s insider trading policy. The number of ordinary shares to be repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions, along with the Company’s working capital requirements and general business conditions. The Company’s board of directors will review the share repurchase program periodically, and may authorize adjustments to its terms and/or size. The Company plans to fund the repurchases from its existing cash balance and proceeds from liquidation of crypto assets.
About Nano Labs Ltd
Nano Labs Ltd is a leading Web 3.0 infrastructure and product solution provider. Nano Labs is committed to the development of high throughput computing (“HTC”) chips and high-performance computing (“HPC”) chips. Nano Labs has built a comprehensive flow processing unit (“FPU”) architecture which offers solution that integrates the features of both HTC and HPC. In addition, Nano Labs has actively positioned itself in the crypto assets space, adopting BNB as its primary reserve asset. It has reserved in mainstream cryptocurrencies including BNB and BTC, and established an integrated platform covering multiple business verticals, including HTC solutions and HPC solutions*. For more information, please visit the Company’s website at: ir.nano.cn.
| * | According to an industry report prepared by Frost & Sullivan. |
Forward-Looking Statements
This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,” “estimate” and “potential,” or the negative of these terms or other similar expressions. Forward-looking statements appear in a number of places in this press release and in our public filings with the SEC and include, but are not limited to, statements regarding (i) that we will sell shares of Class A Ordinary Shares, if any, in the Offering and the price at which any such Shares will be sold, (ii) that investors who buy Shares at different times in the Offering will likely pay different prices, (iii) the proposed use of proceeds, if any, from the Offering, and (iv) the Company’s ability to successfully execute its BNB and crypto asset strategic plan, including, but not limited to the market liquidity constraints and price volatility that may increase costs of the strategic plan, such as acquisition costs. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed by the Company with the SEC on April 11, 2025 and other documents filed by the Company from time to time with the SEC, including the Company’s Reports of Foreign Private Issuer on Form 6-K and other documents filed with the SEC. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
Investor Contact:
Nano Labs Ltd
Email: ir@nano.cn
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com