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6-K 1 ea0282588-6k_nano.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 2026

 

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No. 333-278977), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

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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: March 30, 2026 By: /s/ Jianping Kong
  Name:  Jianping Kong
  Title: Chairman and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release

 

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EX-99.1 2 ea028258801ex99-1.htm PRESS RELEASE

Exhibit 99.1

 

Nano Labs Announces Second Half of 2025 Financial Results

 

HANGZHOU, China, March 30, 2026 (GLOBE NEWSWIRE) -- Nano Labs Ltd (Nasdaq: NA) (“we,” the “Company” or “Nano Labs”), a leading Web 3.0 infrastructure and product solution provider and crypto treasury company today announced its unaudited financial results as of December 31, 2025 and for the six months ended December 31, 2025.

 

Second Half of 2025 Financial Summary

 

Net revenue increased by 18.1% to RMB18.7 million (US$2.7 million) for the second half of 2025, from RMB15.9 million in the same period of 2024.

 

Gross loss was RMB29.1 million (US$4.1 million) for the second half of 2025, compared to a gross profit of RMB11.6 million in the same period of 2024.

 

Gain on change in fair value of cryptocurrencies was RMB130.0 million (US$18.5 million) for the second half of 2025, compared to a loss of RMB15.7 million in the same period of 2024.

 

Profit from operations was RMB60.8 million (US$8.7 million) for the second half of 2025, compared to a loss of RMB55.6 million in the same period of 2024.

 

Net income was RMB137.7 million (US$19.6 million) for the second half of 2025, compared to a net loss of RMB 60.4 million in the same period of 2024.

 

Net income per share (both basic and diluted) was approximately RMB6.2 (US$0.9) for the second half of 2025, compared to a net loss per share (both basic and diluted) of approximately RMB6.0 in the same period of 2024.

 

Mr. Jianping Kong, Chairman and Chief Executive Officer of the Company, commented: “2025 witnessed vigorous development in the Web3.0 industry. With the continuous improvement of the global crypto market environment, including the enhancement of crypto asset infrastructure and rising market participation, the crypto market and Web3.0-related sectors embraced a new phase of growth and opportunities.

 

Following a comprehensive and meticulous internal assessment of BNB’s strategic value and long-term prospects, we decided to take the lead in launching and continuously advancing the buildout of a BNB reserve. As of December 31, 2025, we held a total of 126,662 BNBs and a receivable for 3,338 BNBs collateral. By steadily increasing the BNB holdings, we have not only optimized our crypto asset allocation but also created favorable conditions for future business expansion and ecological collaboration.

 

In terms of capital operations, we successfully completed two rounds of financing in 2025, which provided strong support for the Company’s strategic transformation, the expansion of our crypto asset reserves, and the exploration of new business directions.

 

In March 2026, we officially launched our new-generation product — iPollo ClawPC A1 Mini, designed to support the Open Claw AI Agent system. Subsequently, we plan to introduce the Claw OS system and more hardware products to further extend the full-chain ecological services for AI Agents.

 

 


 

Meanwhile, to further enhance shareholder value and demonstrate the management’s confidence in the Company’s long-term development, we announced a share repurchase program of up to US$25.0 million in October 2025. This program has commenced and is expected to be implemented steadily over the long term.

 

Looking ahead, we will continue to closely monitor emerging industry trends and market dynamics. While maintaining stable operations, we will further advance our crypto asset strategic reserve and pursue broader industrial opportunities in the AI Agent ecosystem.”

 

Mr. Bing Chen, Chief Financial Officer of the Company, added: “For the second half of 2025, our net revenue increased by 18.1% from RMB15.9 million to RMB18.7 million (US$2.7 million). In addition, we successfully turned to a net income of RMB137.7 million (US$19.6 million) for the six months ended December 31, 2025, compared to a net loss of RMB60.4 million in the same period of 2024. Adhering to the principles of long-termism and prudent decision-making, our management will continue to monitor and capture emerging opportunities arising in the transformation from Web3.0 to Web4.0, with the goal of creating sustainable long-term value for the Company and all shareholders.”

 

Second Half of 2025 Financial Results

 

Net Revenues

 

Net revenue was RMB18.7 million (US$2.7 million) for the second half of 2025, compared to RMB15.9 million for the same period of 2024. The increase was primarily due to the increase in sales volume of iPollo V Series.

 

Cost of Revenues

 

Cost of revenues was RMB47.8 million (US$6.8 million) for the second half of 2025, compared to RMB4.3 million for the same period of 2024. The change was mainly due to the write-downs of inventories and value-added tax recoverable.

 

Operating Income (Expenses)

 

Total operating income increased by 233.9% to RMB89.9 million (US$12.8 million) for the second half of 2025, compared to a total operating expenses of RMB67.1 million for the same period of 2024.

 

Selling and marketing expenses decreased by 56.2% to RMB2.1 million (US$0.3 million) for the second half of 2025, from RMB4.8 million for the same period of 2024. The decrease in selling and marketing expenses was primarily due to the decrease in employee salary expenses.

 

General and administrative expenses increased by 30.3% to RMB33.1 million (US$4.7 million) for the second half of 2025, from RMB25.4 million for the same period of 2024. The increase in general and administrative expenses was primarily due to the increase in professional services fees.

 

Research and development expenses decreased by 76.9% to RMB4.9 million (US$0.7 million) for the second half of 2025, from RMB21.2 million for the same period of 2024. The decrease in research and development expenses was primarily due to the decrease in salary expenses, material fees, and equipment fees.

 

Change in fair value of cryptocurrencies was a gain of RMB130.0 million (US$18.5 million) for the second half of 2025, compared to a loss of RMB15.7 million for the same period of 2024. The increase in gain from change in fair value of cryptocurrencies was primarily due to the increased BNB price during the second half of 2025.

 

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Profit (Loss) from Operations

 

Profit from operations was RMB60.8 million (US$8.7 million) for the second half of 2025, compared to loss from operations of RMB55.6 million for the same period of 2024.

 

Finance Expenses

 

Finance expenses was RMB0.3 million (US$0.05 million) for the second half of 2025, compared to RMB2.0 million for the same period of 2024.

 

Interest Expenses

 

Interest expenses was RMB11.7 million (US$1.7 million) for the second half of 2025, compared to RMB4.9 million for the same period of 2024. The change was due to the interest paid for the borrowings denominated in Bitcoin during the second half of 2025.

 

Change in Fair Value of Borrowings Denominated in Cryptocurrencies

 

Change in fair value of borrowings denominated in cryptocurrencies was a gain of RMB60.5 million (US$8.6 million) for the second half of 2025, compared to nil for the same period of 2024. The change was due to the borrowings denominated in Bitcoin in 2025, which was measured at fair value and repaid before December 31, 2025.

 

Other Income

 

Other income was RMB38.2 million (US$5.4 million) for the second half of 2025, compared to RMB1.7 million for the same period of 2024. The change was due to the Binance Launchpool and Airdrop income for BNB holders and income from crypto investment products.

 

Other Expenses

 

Other expenses was RMB9.9 million (US$1.4 million) for the second half of 2025, compared to nil for the same period of 2024. The change was due to the loss from change in fair value of short-term investments during the second half of 2025.

 

Net Income (Loss)

 

Net income was RMB137.7 million (US$19.6 million) for the second half of 2025, compared to a net loss of RMB60.4 million in the same period of 2024.

 

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

 

Basic and diluted earnings per share was approximately RMB6.2 (US$0.9) for the second half of 2025, compared to basic and diluted loss per share of approximately RMB6.0 for the same period of 2024.

 

Cash and Cash Equivalents

 

As of December 31, 2025, the Company had cash and cash equivalents of RMB8.5 million (US$1.2 million), compared to RMB32.4 million as of December 31, 2024.

 

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 RMB7.0288 to US$1.00, the central parity rate on December 31, 2025 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.

 

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 30, 2026.

 

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

 

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Registration Link: https://s1.c-conf.com/diamondpass/10053968-bdhi7v.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 6 April 2026 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: 10053968

 

About Nano Labs Ltd

 

Nano Labs Ltd is a leading Web 3.0 infrastructure and product solution provider, and crypto treasury company. 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 crypto currency, BNB, and established an integrated platform covering multiple business verticals, including HTC solutions, HPC solutions and iPollo Claw*. 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 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

 

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Consolidated Balance Sheets

(Unaudited)

 

    As of December 31,     As of December 31,  
    2024     2025  
    RMB     RMB     US$  
ASSETS                  
Current assets:                        
Cash and cash equivalents     32,431,081       8,502,357       1,209,646  
Restricted cash     418,722       1,347,795       191,753  
Accounts receivable, net     572,803       281,446       40,042  
Inventories, net     29,866,418       13,693,374       1,948,181  
Prepayments     4,606,066       7,567,871       1,076,695  
Short-term investments     -       26,214,992       3,729,654  
Receivable for cryptocurrencies collateral     -       20,387,316       2,900,540  
Cryptocurrencies, current     242,889,085       343,812,102       48,914,765  
Other current assets     26,908,797       9,057,772       1,288,665  
Total current assets     337,692,972       430,865,025       61,299,941  
Non-current assets:                        
Long-term investment     -       2,000,000       284,544  
Property, plant and equipment, net     197,341,915       182,630,671       25,983,194  
Intangible asset, net     46,745,444       45,759,600       6,510,300  
Value-added tax recoverables, non-current     28,949,636       30,414,877       4,327,179  
Cryptocurrencies, non-current     -       424,743,318       60,428,995  
Operating lease right-of-use assets     5,203,525       3,090,851       439,741  
Total non-current assets     278,240,520       688,639,317       97,973,953  
                         
TOTAL ASSETS     615,933,492       1,119,504,342       159,273,894  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
Current liabilities:                        
Short-term debts     18,000,000       43,000,000       6,117,687  
Current portion of long-term debts     5,350,000       6,890,000       980,253  
Accounts payable     18,101,451       19,424,629       2,763,577  
Advance from customers     98,895,905       69,314,154       9,861,449  
Borrowings denominated in cryptocurrencies     -       11,948,960       1,700,000  
Operating lease liabilities, current     1,914,109       1,125,674       160,152  
Other current liabilities     67,163,217       54,303,126       7,725,803  
Total current liabilities     209,424,682       206,006,543       29,308,921  
Non-current liabilities:                        
Long-term debts     170,683,636       170,902,834       24,314,653  
Operating lease liabilities, non-current     2,917,350       1,696,750       241,400  
Total non-current liabilities     173,600,986       172,599,584       24,556,053  
Total liabilities     383,025,668       378,606,127       53,864,974  
Shareholders’ equity:                        
Class A ordinary shares ($0.002 par value; 14,141,093 and 1,097,141,091 shares authorized as of December 31, 2024 and 2025, respectively; 13,273,596 and 20,712,924 shares issued as of December 31, 2024 and 2025, respectively; 12,815,143 and 20,185,908 shares outstanding as of December 31, 2024 and 2025, respectively)     176,842       283,565       40,343  
Class B ordinary shares ($0.002 par value; 2,858,909 shares authorized; 2,858,909 shares issued and outstanding as of December 31, 2024 and 2025)     36,894       36,894       5,249  
Treasury shares     -       (1,666,859 )     (237,147 )
Additional paid-in capital     780,499,664       1,180,196,429       167,908,666  
Accumulated deficit     (565,218,741 )     (429,752,701 )     (61,141,689 )
Statutory reserves     6,647,109       6,647,109       945,696  
Accumulated other comprehensive income (loss)     8,647,353       (7,450,495 )     (1,059,995 )
Total Nano Labs Ltd shareholders’ equity     230,789,121       748,293,942       106,461,123  
Noncontrolling interests     2,118,703       (7,395,727 )     (1,052,203 )
Total shareholders’ equity     232,907,824       740,898,215       105,408,920  
                         
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY     615,933,492       1,119,504,342       159,273,894  

 

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Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

 

    For the six months ended December 31,  
    2024     2025  
    RMB     RMB     US$  
Net revenues     15,856,436       18,723,371       2,663,808  
Cost of revenues     (4,284,184 )     (47,805,304 )     (6,801,346 )
Gross profit (loss)     11,572,252       (29,081,933 )     (4,137,538 )
                         
Operating income (expenses):                        
Selling and marketing expenses     (4,801,639 )     (2,101,698 )     (299,012 )
General and administrative expenses     (25,379,491 )     (33,060,877 )     (4,703,630 )
Research and development expenses     (21,210,897 )     (4,894,258 )     (696,315 )
Change in fair value of cryptocurrencies     (15,744,170 )     129,955,361       18,488,983  
Total operating income (expenses)     (67,136,197 )     89,898,528       12,790,026  
                         
Profit (Loss) from operations     (55,563,945 )     60,816,595       8,652,488  
                         
Other income (expenses):                        
Finance expenses     (1,994,310 )     (343,873 )     (48,923 )
Interest expenses     (4,903,728 )     (11,650,617 )     (1,657,554 )
Interest income     407,669       34,482       4,906  
Change in fair value of borrowings denominated in cryptocurrencies     -       60,507,605       8,608,526  
Other income     1,660,935       38,220,971       5,437,766  
Other expenses     -       (9,859,628 )     (1,402,747 )
Total other income (expenses)     (4,829,434 )     76,908,940       10,941,974  
                         
Income (Loss) before income tax provision     (60,393,379 )     137,725,535       19,594,462  
Income tax provision     -       -       -  
Net income (loss)     (60,393,379 )     137,725,535       19,594,462  
Less: net loss attributable to noncontrolling interests     (4,440,071 )     (4,795,046 )     (682,200 )
Net income (loss) attributable to Nano Labs Ltd     (55,953,308 )     142,520,581       20,276,662  
                         
Comprehensive income (loss):                        
Net income (loss)     (60,393,379 )     137,725,535       19,594,462  
Other comprehensive income (loss):                        
Foreign currency translation adjustment     1,591,571       (14,252,948 )     (2,027,793 )
Total comprehensive income (loss)     (58,801,808 )     123,472,587       17,566,669  
Comprehensive loss attributable to noncontrolling interests     (4,440,489 )     (4,792,095 )     (681,780 )
Comprehensive income (loss) attributable to Nano Labs Ltd     (54,361,319 )     128,264,682       18,248,449  
                         
Net income (loss) per ordinary share attributable to Nano Labs Ltd                        
Basic*     (6.01 )     6.17       0.88  
Diluted*     (6.01 )     6.16       0.88  
                         
Weighted average number of shares used in per share calculation:                        
Basic*     9,316,203       23,115,401       23,115,401  
Diluted*     9,316,203       23,121,316       23,121,316  

 

* After giving effect of the 10-for-1 reverse stock split effective on November 3, 2024.

 

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Non-GAAP Reconciliation

(Unaudited)

 

    For the Six Months Ended December 31,  
    2024     2025  
    RMB     RMB     US$  
Net income (loss)     (60,393,379 )     137,725,535       19,594,462  
Add:                        
Share-based compensation expenses     116,013       10,676       1,516  
Non-GAAP adjusted net income (loss)     (60,277,366 )     137,736,211       19,595,978  

 

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