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                            May 2, 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.
                                                            Amendment No. 6 to
Draft Registration Statement on Form F-1
                                                            Submitted April 7,
2022
                                                            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 April 7,
2022

       Prospectus Cover Page, page i

   1.                                                   Please disclose whether
cash generated from one subsidiary is used to fund another
                                                        subsidiary's
operations, whether you have ever faced difficulties or limitations in your
                                                        ability to transfer
cash between subsidiaries, and whether you have cash management
                                                        policies in place that
dictates the amount of such funding. Also disclose whether you have
                                                        cash management
policies/procedures that dictate how funds are transferred and whether
                                                        there are the
limitations on the amounts of funds you can transfer out of China and if you
                                                        have policies to
address such limitations.
 Jack Kong
Nano Labs Ltd
May 2, 2022
Page 2
Related Party Transactions, page 141

2.    Please tell us why you deleted disclosure from this section, considering
that the first
      sentence refers to 2019.
General

3.    Please update the disclosure in your document. As one example, we note
the reference on
      page 5 to an effective date of February 15, 2022.
       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
May 2, 2022 Page 2
cc:       Dan Ouyang
FirstName LastName