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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Nano Labs Ltd (Name of Issuer) |
Class A ordinary shares, par value US$0.002 per share (Title of Class of Securities) |
G6391Y128 (CUSIP Number) |
12/11/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G6391Y128 |
| 1 | Names of Reporting Persons
Longling Capital Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,547,988.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Row (11) is based on 16,108,955 outstanding ordinary shares as a single class, being the sum of 13,250,046 Class A ordinary shares and 2,858,909 Class B ordinary shares outstanding as of December 11, 2024 as provided by Nano Labs Ltd, assuming conversion of all Class B ordinary shares into Class A ordinary shares.
SCHEDULE 13G
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| CUSIP No. | G6391Y128 |
| 1 | Names of Reporting Persons
Wensheng Cai | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,547,988.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Rows (5), (7) and (9) represent 1,547,988 Class A ordinary shares held of record by Longling Capital Ltd. Wensheng Cai is the sole shareholder of Longling Capital Ltd. Row (11) is based on 16,108,955 outstanding ordinary shares as a single class, being the sum of 13,250,046 Class A ordinary shares and 2,858,909 Class B ordinary shares outstanding as of December 11, 2024 as provided by Nano Labs Ltd, assuming conversion of all Class B ordinary shares into Class A ordinary shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Nano Labs Ltd | |
| (b) | Address of issuer's principal executive offices:
China Yuangu Hanggang Technology Building 509 Qianjiang Road, Shangcheng District, Hangzhou, Zhejiang, 310000 People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
Longling Capital Ltd
Wensheng Cai | |
| (b) | Address or principal business office or, if none, residence:
Portcullis Cambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110 | |
| (c) | Citizenship:
Longling Capital Ltd - British Virgin Islands
Wensheng Cai - Hong Kong, the People's Republic of China | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.002 per share | |
| (e) | CUSIP No.:
G6391Y128 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Longling Capital Ltd 1,547,988
Wensheng Cai 1,547,988 | |
| (b) | Percent of class:
9.6 %
9.6 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,547,988
1,547,988 | ||
| (ii) Shared power to vote or to direct the vote:
0
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,547,988
1,547,988 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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A Joint Filing Agreement |
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A ordinary shares of Nano Labs Ltd is filed on behalf of each of us.
| Dated: December 23, 2024 |
| Longling Capital Ltd | |||
| By: | /s/ Wensheng Cai | ||
| Name: | Wensheng Cai | ||
| Title: | Director | ||
| /s/ Wensheng Cai | |||
| Name: | Wensheng Cai | ||