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United States securities and exchange commission logo
June 13, 2024
Jianping Kong
Chief Executive Officer
Nano Labs Ltd
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang, 310000, PRC
Re: Nano Labs Ltd
Amendment No. 1 to
Registration Statement on Form F-1
Filed June 3, 2024
File No. 333-278977
Dear Jianping Kong:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our May 14, 2024
letter.
Amendment No. 1 to Form F-1 filed June 3, 2024
General
1. We note your disclosure
on page 130 that your selling securityholders may offer and sell
the securities through
agreements between broker-dealers and the selling shareholders to
sell a specified number
of such Class A ordinary shares at a stipulated price per share.
Please confirm your
understanding that the retention by a selling stockholder of an
underwriter would
constitute a material change to your plan of distribution requiring a
post-effective
amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of
Regulation S-K.
Please contact Eranga Dias at 202-551-8107 or Bradley Ecker at
202-551-4985 with any
other questions.
Jianping Kong
Nano Labs Ltd
June 13, 2024
Page 2
FirstName LastNameJianping Kong Sincerely,
Comapany NameNano Labs Ltd
Division of Corporation Finance
June 13, 2024 Page 2 Office of Manufacturing
FirstName LastName