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United States securities and exchange commission logo
May 14, 2024
Jianping Kong
Chief Executive Officer
Nano Labs Ltd
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang, 310000
People s Republic of China
Re: Nano Labs Ltd
Registration
Statement on Form F-1
Filed April 29,
2024
File No. 333-278977
Dear Jianping Kong:
We have conducted a limited review of your 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.
Registration Statement on Form F-1 filed April 29, 2024
General
1. The Sample Letters to
China-Based Companies seek specific disclosure relating to the risk
that the PRC government
may intervene in or influence your operations at any time, or
may exert control over
operations of your business, which could result in a material
change in your
operations and/or the value of the securities you are registering for
sale. We remind you
that, pursuant to federal securities rules, the term control
(including the terms
controlling, controlled by, and under common control with ) as
defined in Securities
Act Rule 405 means the possession, direct or indirect, of the power
to direct or cause the
direction of the management and policies of a person, whether
through the ownership
of voting securities, by contract, or otherwise. The Sample Letters
also seek specific
disclosures relating to uncertainties regarding the enforcement of laws
Jianping Kong
Nano Labs Ltd
May 14, 2024
Page 2
and that the rules and regulations in China can change quickly with
little advance
notice. We do not believe that your disclosure conveys the same risk.
For example, and
without limitation, we note your disclosure that ...our business,
prospects, financial
condition and results of operations may be influenced to a significant
degree by political,
economic and social conditions in China, "The PRC government has
significant
oversight and discretion over the conduct of our business and may
intervene with or
influence our operations as the government deems appropriate to
further regulatory,
political and societal goals," and disclosure contained in your risk
factor on page 41 titled
"Uncertainties in the interpretation and enforcement of PRC laws and
regulations could
limit the legal protections available to you and us." Please revise
your cover page,
summary, and risk factor disclosure relating to legal and operational
risks associated with
operating in China and PRC regulations for consistency with the Sample
Letters.
We remind you that the company and its management are responsible for
the accuracy
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.
Please contact Eranga Dias at 202-551-8107 or Bradley Ecker at
202-551-4985 with any
other questions.
FirstName LastNameJianping Kong Sincerely,
Comapany NameNano Labs Ltd
Division of
Corporation Finance
May 14, 2024 Page 2 Office of
Manufacturing
FirstName LastName