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United States securities and exchange commission logo
November 23, 2021
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.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted November
10, 2021
File No. 377-05474
Dear Mr. Kong:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to DRS Form F-1, submitted on October 20, 2021
Prospectus Summary, page 1
1. We note your revised
disclosure on pages 5-6 in response to prior comment 2. Please
revise to also disclose
whether you are required to obtain any approvals to offer securities
to foreign investors,
whether you have received such approvals and the consequences to
you and your investors
if you do not receive or maintain the approvals, inadvertently
conclude that such
approvals are not required, or applicable laws, regulations, or
interpretations change
and you are required to obtain approval in the future.
Jack Kong
Nano Labs Ltd
November 23, 2021
Page 2
2. We note your revisions in response to prior comment 1. State clearly in
this section of
your document whether the PCAOB has been or is currently unable to
inspect your
auditor. Also, we note from the audit opinion and your disclosure that
you have a U.S.
based auditor that is registered with the PCAOB and appears to be
subject to PCAOB
inspection. Please disclose any material risks to the company and
investors if it is later
determined that the PCAOB is unable to inspect or investigate completely
your auditor
because of a position taken by an authority in a foreign jurisdiction.
Holding Company Structure, page 7
3. We note your response to prior comment 3. Please revise to clarify the
amount of
proceeds from this offering that you intend to transfer and the purposes
to which those
funds will be put.
Your rights to pursue claims . . ., , page 62
4. We will continue to evaluate your response to prior comment 5 after you
enter into the
deposit agreement. Ensure your revisions fully explain the risks to
investors resulting
from each provision of that agreement. Also ensure your revisions
discuss any
uncertainty regarding the enforceability of these provisions and whether
they apply to
claims arising before or after withdrawal of the deposited securities.
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 202-551-6001 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
November 23, 2021 Page 2
cc: Dan Ouyang
FirstName LastName