View:
United States securities and exchange commission logo
June 21, 2022
Jack Kong
Chairman
Nano Labs Ltd
30th Floor Dikaiyinzuo
No. 29, East Jiefang Road
Hangzhou, Zhejiang
People's Republic of China
Re: Nano Labs Ltd.
Registration
Statement on Form F-1
Filed June 10, 2022
File No. 333-265539
Dear Mr. Kong:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed June 10, 2022
General
1. If your operations have
experienced or are experiencing inflationary pressures or rising
costs, please expand to
identify the principal factors contributing to the inflationary
pressures the company
has experienced and clarify the resulting impact to the
company. Please also
revise to identify actions planned or taken, if any, to mitigate
inflationary pressures.
2. Please disclose whether
and how your business segments, products, lines of service,
projects, or operations
are materially impacted by supply chain disruptions, especially in
Jack Kong
FirstName
Nano Labs LastNameJack Kong
Ltd
Comapany
June NameNano Labs Ltd
21, 2022
June 21,
Page 2 2022 Page 2
FirstName LastName
light of Russia s invasion of Ukraine. For example, discuss whether
you have or expect to:
suspend the production, purchase, sale or maintenance of certain
items due to a lack of
raw materials, parts, or equipment; inventory shortages; closed
factories or stores; reduced
headcount; or delayed projects;
experience labor shortages that impact your business;
experience cybersecurity attacks in your supply chain;
experience higher costs due to constrained capacity or increased
commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt,
iron, platinum or other
raw material sourced from Russia, Belarus, or Ukraine);
experience surges or declines in consumer demand for which you are
unable to
adequately adjust your supply;
be unable to supply products at competitive prices or at all due
to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions
among countries or the
ongoing invasion; or
be exposed to supply chain risk in light of Russia s invasion of
Ukraine and/or related
geopolitical tension or have sought, made or announced plans to
de-globalize your
supply chain.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business.
3. Please disclose whether you are subject to material cybersecurity
risks in your supply
chain based on third-party products, software, or services used in
your products, services,
or business and how a cybersecurity incident in your supply chain
could impact your
business. Discuss the measures you have taken to mitigate these risks.
To the extent
material, disclose any new or heightened risk of potential
cyberattacks by state actors or
others since Russia s invasion of Ukraine and whether you have taken
actions to mitigate
such potential risks.
4. Please describe the extent and nature of the role of the board of
directors in overseeing
cybersecurity risks, including in connection with the company s
supply
chain/suppliers/service providers.
5. Please discuss whether supply chain disruptions materially affect your
outlook or business
goals. Specify whether these challenges have materially impacted your
results of
operations or capital resources and quantify, to the extent possible,
how your sales, profits,
and/or liquidity have been impacted. Also discuss known trends or
uncertainties resulting
from mitigation efforts undertaken, if any. Explain whether any
mitigation efforts
introduce new material risks, including those related to product
quality, reliability, or
regulatory approval of products.
6. Please discuss whether recent increased cases of COVID-19 and/or
shutdowns related to
additional or increased outbreaks have had a material impact on your
operations, supply
chain, liquidity or capital resources.
We remind you that the company and its management are responsible for
the accuracy
Jack Kong
Nano Labs Ltd
June 21, 2022
Page 3
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Effie Simpson at 202-551-3346 or Jean Yu at 202-551-3305
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
FirstName LastNameJack Kong
Division of
Corporation Finance
Comapany NameNano Labs Ltd
Office of
Manufacturing
June 21, 2022 Page 3
cc: Dan Ouyang
FirstName LastName