|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
Nano Labs Ltd (Name of Issuer) |
Ordinary shares, par value US$0.002 per share (Title of Class of Securities) |
G6391Y110 (CUSIP Number) |
Jianping Kong c/o China Yuangu Hanggang Technology Bui, 509 Qianjiang Road, Shangcheng District Hangzhou, F4, 310000 (86) 0571-8665 6957 NLABS FUND PTE LTD. c/o China Yuangu Hanggang Technology Bui, 509 Qianjiang Road, Shangcheng District Hangzhou, F4, 310000 (86) 0571-8665 6957 Tricor Equity Trustee Limited Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola British Virgin Islands, D8, VG 1110 (86) 0571-8665 6957 NlabsDAO Trust c/o China Yuangu Hanggang Technology Bui, 509 Qianjiang Road, Shangcheng District Hangzhou, F4, 310000 (86) 0571-8665 6957 JIANPING KONG LTD c/o China Yuangu Hanggang Technology Bui, 509 Qianjiang Road, Shangcheng District Hangzhou, F4, 310000 (86) 0571-8665 6957 Teeroy Limited Room 1921, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay Hong Kong, K3, 999077 (86) 0571-8665 6957 Lunyu Trust c/o China Yuangu Hanggang Technology Bui, 509 Qianjiang Road, Shangcheng District Hangzhou, F4, 310000 (86) 0571-8665 6957 Wlyl Ltd c/o China Yuangu Hanggang Technology Bui, 509 Qianjiang Road, Shangcheng District Hangzhou, F4, 310000 (86) 0571-8665 6957 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G6391Y110 |
| 1 |
Name of reporting person
Jianping Kong | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,918,545.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 1,888,342 Class A Ordinary Shares directly held by NLABS FUND PTE LTD., a private company limited by shares incorporated in Singapore and wholly owned by Mr. Jianping Kong.
2. The number of shares beneficially owned with shared voting power and shared dispositive power represents (i) 670,499 Class A Ordinary Shares directly held by JIANPING KONG LTD, a company incorporated in the British Virgin Islands, which is wholly owned by NlabsDAO Trust, a trust established under the laws of the British Virgin Islands and managed by Tricor Equity Trustee Limited, in which Mr. Jianping Kong is a settlor and investment manager, and (ii) 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited, in which Mr.Kong is a settlor and investment manager. Being the sole director of both JIANPING KONG LTD and Wlyl Ltd, and the settlor and investment manager of both NlabsDAO Trust and Lunyu Trust, respectively, Mr. Jianping Kong is deemed to have shared voting and dispositive powers over these Class A Ordinary Shares, and 1,699,892 Class B Ordinary Shares directly held by JIANPING KONG LTD. Being the sole director of JIANPING KONG LTD and the settlor and investment manager of NlabsDAO Trust, Mr. Jianping Kong is deemed to have shared voting and dispositive powers over these Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. | G6391Y110 |
| 1 |
Name of reporting person
NLABS FUND PTE LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,888,342.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 1,888,342 Class A Ordinary Shares directly held by NLABS FUND PTE LTD., a private company limited by shares incorporated in Singapore and wholly owned by Mr. Jianping Kong.
2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. | G6391Y110 |
| 1 |
Name of reporting person
Tricor Equity Trustee Limited as Trustee of NlabsDAO Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,370,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with shared voting power and shared dispositive power represents 670,499 Class A Ordinary Shares directly held by JIANPING KONG LTD, a company incorporated in the British Virgin Islands, which is wholly owned by NlabsDAO Trust, a trust established under the laws of the British Virgin Islands and managed by Tricor Equity Trustee Limited, and 1,699,892 Class B Ordinary Shares directly held by JIANPING KONG LTD. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. | G6391Y110 |
| 1 |
Name of reporting person
NlabsDAO Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,370,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 670,499 Class A Ordinary Shares directly held by JIANPING KONG LTD, a company incorporated in the British Virgin Islands, which is wholly owned by NlabsDAO Trust, a trust established under the laws of the British Virgin Islands and managed by Tricor Equity Trustee Limited, and 1,699,892 Class B Ordinary Shares directly held by JIANPING KONG LTD. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. | G6391Y110 |
| 1 |
Name of reporting person
JIANPING KONG LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,370,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. | G6391Y110 |
| 1 |
Name of reporting person
Teeroy Limited as Trustee of Lunyu Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
659,812.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with shared voting power and share dispositive power represents 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited, in which Mr. Jianping Kong is the settlor and investment manager.
2. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. | G6391Y110 |
| 1 |
Name of reporting person
Lunyu Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
659,812.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited.
2. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. | G6391Y110 |
| 1 |
Name of reporting person
Wlyl Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
659,812.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited.
2. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote.
3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value US$0.002 per share | |
| (b) | Name of Issuer:
Nano Labs Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
China Yuangu Hanggang Technology Buildin, 509 Qianjiang Road, Shangcheng District, Hangzhou,
CHINA
, 310000. | |
Item 1 Comment:
This amendment to Schedule 13D (this "Amendment No.5") amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission") on October 2, 2024, as amended and supplemented by the Amendment No.1, Amendment No.2, Amendment No.3 and Amendment No.4 filed with the Commission on February 5, 2024, May 7, 2024, September 25, 2024, and October 2, 2024, respectively(the "Original Schedule 13D," as amended and supplemented by this Amendment No.5, the "Schedule 13D") by each of Mr. Jianping Kong, NLABS FUND PTE LTD., Tricor Equity Trustee Limited, NlabsDAO Trust, JIANPING KONG LTD, Teeroy Limited, Lunyu Trust and Wlyl Ltd and relates to Class A ordinary shares, par value $0.002 per share (the "Class A Ordinary Shares") and Class B ordinary shares, par value $0.002 per share (the "Class B Ordinary Shares", together with the Class A Ordinary Shares, the "Shares") of Nano Labs Ltd, a Cayman Islands exempted company (the "Issuer").
This Amendment No.5 is being filed to report the purchase of 480,000 Class A Ordinary Shares by Wlyl Ltd in open-market transactions on from August 21 to August 25, 2025.
Except as provided herein, this Amendment No.5 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No.5 have the meanings ascribed to them in the Original Schedule 13D, as amended. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented by inserting the following after the last paragraph thereof:
From August 21 to August 25, 2025, Wlyl Ltd purchased 480,000 Class A Ordinary Shares in open-market transactions for investment purpose. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages to this Amendment No. 5 is incorporated herein by this reference. | |
| (b) | The information contained on the cover pages to this Amendment No. 5 is incorporated herein by this reference. | |
| (c) | The reporting person effected no transactions during the last 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 - Joint Filing Agreement dated August 27, 2025 by and among the Reporting Persons | ||
| 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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