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United States securities and exchange commission logo
November 3, 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. 1 to
Draft Registration Statement on Form S-1
Submitted October
20, 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.
Confidential Draft Registration Statement on Form F-1 submitted October
20, 2021
Prospectus Summary, page 1
1. Please expand the
disclosure in response to prior comment 8 so that it is clear that both
trading in the
securities may be prohibited and an exchange may determine to delist the
securities. State
clearly in this section of your document whether the PCAOB has been or
is currently unable to
inspect your auditor. In addition, the disclosure should address that
in June 2021, the
Senate passed the Accelerating Holding Foreign Companies
Accountable Act, which,
if signed into law, would reduce the time period for the delisting
of foreign companies
under the HFCAA to two consecutive years, instead of three years.
Jack Kong
FirstName
Nano Labs LastNameJack Kong
Ltd
Comapany 3,
November NameNano
2021 Labs Ltd
November
Page 2 3, 2021 Page 2
FirstName LastName
Potential CAC and CSRC Approval . . .,, page 5
2. We note your revisions in response to prior comment 5. Please revise
to clarify the effect
of the need for approvals on your operations and the ability to
conduct the offering outside
China. Also revise to discuss the consequences if permission is deemed
necessary and it
is rescinded.
Holding Company Structure, page 6
3. Please expand your revisions in response to prior comment 6 to clarify
your intent to
transfer proceeds from offerings, including this offering. Please also
expand your
disclosure on the prospectus cover page to provide a description of
how cash is transferred
through your organization. State whether any transfers, dividends, or
distributions have
been made to date.
Uncertainties in the interpretation . . ., , page 47
4. We note the disclosure added to this risk factor in response to prior
comment 10. Please
revise to present that disclosure in a separate, appropriately
captioned risk factor.
ADS holders may not be entitled to a jury trial . . .,, page 62
5. We note the revisions in response to prior comments 11 and 12 and the
response that you
will further revise once the depositary is engaged. Please ensure that
these further
revisions are consistent in future amendments. Currently, your
disclosures on pages 62-64
and 177 are inconsistent regarding when the jury trial waiver, forum
and arbitration
provision apply. As one example only, this risk factor indicates the
depositary may elect
arbitration, regardless of whether a plaintiff would prefer otherwise.
However, the
carryover risk factor on page 63 indicates that regardless of the
depositary's right to pursue
arbitration, plaintiffs may nonetheless pursue claims in court. Please
also tell us why you
deleted the last sentence of the first paragraph of this risk factor.
If these provisions will
not apply to any claims, regardless of when they arose, please state
so clearly and directly.
Use of Proceeds, page 69
6. Please address the last sentence of prior comment 13.
Business , page 107
7. Please relocate the letter from your CEO that begins on page 15 to a
more appropriate
location, such as here.
Transactions with Certain Related Parties, page 138
8. We note you updated the disclosure to June 30, 2021 in response to
prior comment 15.
Please revise to update to as of the date of the document, as required
by Item 7.B. to Form
20-F. Also, we note the reference to transactions since 2019; please
note that Item 7.B
Jack Kong
Nano Labs Ltd
November 3, 2021
Page 3
requires transactions for the three, not two, preceding financial years.
Revise accordingly
throughout this section.
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
November 3, 2021 Page 3
cc: Dan Ouyang
FirstName LastName