6-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41426

Nano Labs Ltd

(Exact name of registrant as specified in its charter)

China Yuangu Hanggang Technology Building

509 Qianjiang Road, Shangcheng District,

Hangzhou, Zhejiang, 310000

People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒         Form 40-F ☐

EXPLANATORY NOTE

The document attached as Exhibit 99.1 to this report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3, as amended, initially filed with the U.S. Securities and Exchange Commission on August 14, 2023 (Registration No. 333-273968) and the Company's Registration Statement on Form F-3, as amended, initially filed with the U.S. Securities and Exchange Commission on August 4, 2025 (Registration No. 333-289211) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 15, 2025	Nano Labs Ltd
	By:	/s/ Jianping Kong
	Name:	Jianping Kong
	Title:	Chairman and Chief Executive Officer

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EXHIBIT INDEX

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Exhibit No.	Description
99.1	Press Release

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Exhibit99.1

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NanoLabs Announces First Half of 2025 Financial Results

HONG KONG, August 15, 2025 (GLOBE NEWSWIRE) -- Nano Labs Ltd (Nasdaq: NA) (“we,” the “Company” or “Nano Labs”), a leading Web 3.0 infrastructure and product solution provider, today announced its unaudited financial results as of June 30, 2025 and for the first half of 2025 then ended.

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FirstHalf of 2025 Financial Summary

●	Net<br> revenue was RMB8.3 million (US$1.2 million) for the first half of 2025, compared to RMB24.7<br> million in the same period of 2024.
●	Gross<br> loss was RMB10.7 million (US$1.5 million) for the first half of 2025, compared to a gross<br> profit of RMB30.1 thousand in the same period of 2024.
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●	Loss<br> from operations was RMB38.0 million (US$5.3 million) for the first half of 2025, compared<br> to a loss from operations of RMB58.7 million in the same period of 2024.
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●	Gain<br> on change in fair value of cryptocurrencies was RMB48.6 million (US$6.8 million) for the<br> first half of 2025, compared to nil in the same period of 2024.
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●	Net<br> loss was RMB11.8 million (US$1.6 million) for the first half of 2025, compared to a net loss<br> of RMB59.1 million in the same period of 2024.
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●	Net<br> loss per share (both basic and diluted) was RMB0.43 (US$0.06) for the first half of 2025,<br> compared to a net loss per share (both basic and diluted) of RMB8.46 in the same period of<br> 2024.
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Mr. Jianping Kong, Chairman and Chief Executive Officer of the Company, commented, “2025 marks a pivotal year in our strategic transformation. In light of the evolving industry landscape and the onset of a new market cycle, we are concentrating our efforts on building a crypto asset strategic reserve, with BNB currently serving as our primary reserve asset. While our mining machine business continue to provide a stable foundation, we are also proactively identifying and seizing new market opportunities.

We view BNB as a leading cryptocurrency, supported by a broad and expanding ecosystem with compelling long-term appreciation potential. To date, we have accumulated over 128,000 BNB. Going forward, we will continue to strengthen our cryptocurrency strategic reserve capabilities through multiple approaches.

With a clearly defined strategy, disciplined capital allocation, and deep sector insight and expertise, we are committed to strengthening our cryptocurrency strategic reserve model, building a unique advantage in the crypto asset sector, and delivering sustainable, long-term value to our shareholders and partners.”

Mr. Bing Chen, Chief Financial Officer, added: “For the first half of 2025, we recorded net revenue of RMB8.3 million (US$1.2 million) and narrowed our net loss to RMB11.8 million (US$1.6 million), compared with a net loss of RMB59.1 million in the same period last year. Building on our strategic transformation initiatives, we will continue to capture emerging opportunities within the cryptocurrency ecosystem and expect further operational improvements that will lay a strong foundation for future growth.”

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FirstHalf of 2025 Financial Results

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NetRevenues

Net revenue was RMB8.3 million (US$1.2 million) for the first half of 2025, compared to RMB24.7 million for the same period of 2024. The decrease in net revenues was primarily due to the drop of sales volume of iPollo V Series.

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Costof Revenues

Cost of revenues was RMB19.0 million (US$2.7 million) for the first half of 2025, compared to RMB24.7 million for the same period of 2024. The change was mainly due to the decrease in sales volume and write-down of inventory and value-added tax recoverable.

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OperatingExpenses

Total operating expenses decreased by 53.5% to RMB27.3 million (US$3.8 million) for the first half of 2025, from RMB58.7 million for the same period of 2024.

●	Selling<br> and marketing expenses decreased by 39.6% to RMB2.6 million (US$0.4 million) for the first<br> half of 2025, from RMB4.3 million for the same period of 2024. The decrease in selling and<br> marketing expenses was primarily due to the decrease in sales commission and salaries.
●	General<br> and administrative expenses decreased by 15.4% to RMB21.5 million (US$3.0 million) for the<br> first half of 2025, from RMB25.5 million for the same period of 2024. The decrease in general<br> and administrative expenses was primarily due to the decrease in professional fees and employee<br> salary expenses.
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●	Research<br> and development expenses decreased by 89.1% to RMB3.2 million (US$0.4<br>million) for the first half of 2025, from RMB28.9 million for the same period of 2024. The decrease in research and development expenses,<br>including mainly salary expenses, design fee, service fee and material cost, was primarily due to the strategic adjustment in research<br>and development activities in 2025.
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Lossfrom Operations

As a result of the foregoing, loss from operations decreased by 35.2% to RMB38.0 million (US$5.3 million) for the first half of 2025, from RMB58.7 million for the same period of 2024.

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FinanceExpense (Income)

Finance expense was RMB0.3 million (US$0.04 million) for the first half of 2025, compared with finance income of RMB0.6 million for the same period of 2024.

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InterestExpense

Interest expense was RMB5.3 million (US$0.7 million) for the first half of 2025, compared to RMB2.0 million for the same period of 2024. The change was mainly due to the completion of construction in progress and cease of interest capitalization in April 2024, as well as increase in short-term borrowings during the first half of 2025.

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Changein Fair Value of Cryptocurrencies

Change in fair value of cryptocurrencies was a gain of RMB48.6 million (US$6.8 million) for the first half of 2025, compared to nil for the same period of 2024. The change was due to the cryptocurrency holding strategy the Company developed at the end of 2024.

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Changein Fair Value of Convertible Notes

Change in fair value of convertible notes was a loss of RMB18.5 million (US$2.6 million) for the first half of 2025, compared to nil for the same period of 2024. The change was due to the issuance of convertible bonds denominated in bitcoin in 2025, which was measured at fair value on June 30, 2025.

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NetLoss

Net loss was RMB11.8 million (US$1.6 million) for the first half of 2025, compared with RMB59.1 million in the same period of 2024.

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Basicand Diluted Loss Per Ordinary Share attributable to Nano Labs Ltd

Basic and diluted loss per share was RMB0.43 (US$0.06) for the first half of 2025, compared with basic and diluted loss per share of RMB8.46 for the same period of 2024.

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Cashand Cash Equivalents

As of June 30, 2025, the Company had cash and cash equivalents of RMB363.4 million (US$50.8 million), compared with RMB32.4 million as of December 31, 2024.

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ExchangeRate

This press release contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) solely for the convenience of the reader. Unless otherwise specified, all translations of Renminbi amounts into U.S. dollar amounts in this press release are made at RMB7.1586 to US$1.00, the central parity rate on June 30, 2025 published by the People’s Bank of China.

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Non-GAAPFinancial Measures

In evaluating our business, we consider and use adjusted net income/(loss) as an additional non-GAAP measure to review and assess our operating performance. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net income/(loss) as net income/(loss) excluding share-based compensation expense.

We present the non-GAAP financial measure because they are used by our management to evaluate our operating performance and formulate business plans. Non-GAAP financial measures enable our management to assess our operating results without considering the impact of non-cash charges and non-operating items. We also believe that the use of the non-GAAP measure facilitates investors’ assessment of our operating performance.

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The non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as analytical tools. One of the key limitations of using the non-GAAP financial measure is that they do not reflect all items of income and expense that affect our operations. Share-based compensation expenses have been and may continue to be incurred in our business and are not reflected in the presentation of adjusted net income/(loss). Further, the non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited.

ConferenceCall

The Company will host an earnings conference call to discuss its financial results at 8:30 am U.S. Eastern Time (8:30 pm Hong Kong Time) on August 15, 2025.

For participants who wish to join the call, please access the link provided below to complete the online registration process.

Registration Link: https://s1.c-conf.com/diamondpass/10049559-gh87y6.html

Upon registration, participants will receive the dial-in number and unique PIN, which can be used to join the conference call. If participants register and forget their PIN or lose their registration confirmation email, they may simply re-register and receive a new PIN. All participants are encouraged to dial in 15 minutes prior to the start time.

A live and archived webcast of the conference call will be accessible on the Company’s investor relations website at: https://ir.nano.cn/.

A telephone replay of the call will be available until August 22, 2025 via the following dial-in details:

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Dial-inNumbers:

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US/Canada:	1855<br> 883 1031
Hong<br> Kong:	800<br> 930 639
China:	400<br> 1209 216
Replay<br> PIN:	10049559

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AboutNano Labs Ltd

Nano Labs Ltd is a leading Web 3.0 infrastructure and product solution provider. Nano Labs is committed to the development of high throughput computing (“HTC”) chips and high performance computing (“HPC”) chips. Nano Labs has built a comprehensive flow processing unit (“FPU”) architecture which offers solution that integrates the features of both HTC and HPC. In addition, Nano Labs has actively positioned itself in the crypto assets space, adopting BNB as its primary reserve asset. It has reserved in mainstream cryptocurrencies including BNB and BTC, and established an integrated platform covering multiple business verticals, including HTC solutions and HPC solutions*. For more information, please visit the Company’s website at: ir.nano.cn.

*According to an industry report prepared by Frost & Sullivan.

Forward-LookingStatements

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company’s plan to appeal the Staff’s determination, which can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

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Forinvestor and media inquiries, please contact:

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NanoLabs Ltd

Email: [email protected]

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AscentInvestor Relations LLC

Tina Xiao

Phone: +1-646-932-7242

Email: [email protected]

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ConsolidatedBalance Sheets

(Unaudited)

			As of <br><br>June 30,
			2025
			RMB			US
ASSETS
Current assets:
Cash and cash equivalents	32,431,081			363,440,412
Restricted cash	418,722			468,526
Accounts receivable, net	572,803			507,688
Inventories, net	29,866,418			35,850,932
Prepayments	4,606,066			8,652,263
Cryptocurrencies	242,889,085			776,702,624
Other current assets	55,858,433			52,122,427
Total current assets	366,642,608			1,237,744,872
Non-current assets:
Long-term investment	-			2,000,000
Property, plant and equipment, net	197,341,915			188,159,300
Intangible asset, net	46,745,444			46,252,522
Operating lease right-of-use assets	5,203,525			3,572,268
Total non-current assets	249,290,884			239,984,090
TOTAL ASSETS	615,933,492			1,477,728,962
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debts	18,000,000			33,000,000
Current portion of long-term debts	5,350,000			6,120,000
Convertible notes denominated in bitcoin	-			470,948,166
Accounts payable	18,101,451			23,204,810
Advance from customers	98,895,905			95,626,084
Operating lease liabilities, current	1,914,109			1,019,231
Other current liabilities	67,163,217			53,026,502
Total current liabilities	209,424,682			682,944,793
Non-current liabilities:
Long-term debts	170,683,636			173,479,763
Operating lease liabilities, non-current	2,917,350			2,222,688
Total non-current liabilities	173,600,986			175,702,451
Total liabilities	383,025,668			858,647,244
Shareholders’ equity:
Class A ordinary shares (US0.002 par value; 14,141,093 and 1,097,141,091 shares authorized as of December 31, 2024 and June 30, 2025, respectively; 13,273,596 and 20,712,924 shares issued as of December 31, 2024 and June 30, 2025, respectively; 12,815,143 and 20,258,282 shares outstanding as of December 31, 2024 and June 30, 2025, respectively)	176,842			283,472
Class B ordinary shares (US0.002 par value; 2,858,909 shares authorized; 2,858,909 shares issued and outstanding as of December 31, 2024 and June 30, 2025)	36,894			36,894
Additional paid-in capital	780,499,664			1,180,185,753
Accumulated deficit	(565,218,741	)		(572,273,282	)		)
Statutory reserves	6,647,109			6,647,109
Accumulated other comprehensive income	8,647,353			6,805,404
Total Nano Labs Ltd shareholders’ equity	230,789,121			621,685,350
Noncontrolling interests	2,118,703			(2,603,632	)		)
Total shareholders’ equity	232,907,824			619,081,718
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	615,933,492			1,477,728,962

All values are in US Dollars.

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ConsolidatedStatements of Operations and Comprehensive Income (Loss)

(Unaudited)

	For the six months ended June 30,
	2024			2025
	RMB			RMB			US
Net revenues		24,739,480			8,283,373
Cost of revenues		24,709,417			18,991,737
Gross profit (loss)		30,063			(10,708,364	)		)
Operating expenses:
Selling and marketing expenses		4,334,564			2,617,584
General and administrative expenses		25,453,212			21,544,148
Research and development expenses		28,934,228			3,163,558
Total operating expenses		58,722,004			27,325,290
Loss from operations		(58,691,941	)		(38,033,654	)		)
Other expenses (income):
Finance expenses (income)		(607,804	)		274,189
Interest expenses		2,009,586			5,287,620
Interest income		(96,679	)		(12,322	)		)
Change in fair value of cryptocurrencies		-			(48,610,295	)		)
Change in fair value of convertible notes		-			18,529,435
Other income		(851,374	)		(1,724,344	)		)
Total other expenses (income)		453,729			(26,255,717	)		)
Loss before income tax provision		(59,145,670	)		(11,777,937	)		)
Income tax provision		-			-
Net loss		(59,145,670	)		(11,777,937	)		)
Less: net loss attributable to noncontrolling interests		(1,911,930	)		(4,723,396	)		)
Net loss attributable to Nano Labs Ltd		(57,233,740	)		(7,054,541	)		)
Comprehensive income (loss):
Net loss		(59,145,670	)		(11,777,937	)		)
Other comprehensive income:
Foreign currency translation adjustment		4,800,723			(1,840,888	)		)
Total comprehensive loss		(54,344,947	)		(13,618,825	)		)
Comprehensive loss attributable to noncontrolling interests		(1,912,013	)		(4,722,335	)		)
Comprehensive loss attributable to Nano Labs Ltd		(52,432,934	)		(8,896,490	)		)
Net loss per ordinary share attributable to Nano Labs Ltd
Basic*		(8.46	)		(0.43	)		)
Diluted*		(8.46	)		(0.43	)		)
Weighted average number of shares used in per share calculation:
Basic*		6,766,671			16,548,783
Diluted*		6,766,671			16,548,783

All values are in US Dollars.

*	After giving effect of the<br> 10-for-1 reverse stock split effective on November 3, 2024.

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Non-GAAPReconciliation

(Unaudited)

	For the Six Months Ended June 30,
	2024			2025
	RMB			RMB			US
Net loss		(59,145,670	)		(11,777,937	)		)
Add:
Share-based compensation expenses		285,507			62,337
Non-GAAP adjusted net loss		(58,860,163	)		(11,715,600	)		)

All values are in US Dollars.

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