NA 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

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 offices)

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 ☐

SIGNATURES

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.

1

EXHIBIT INDEX

2

Exhibit 99.1

Nano Labs Regains Compliance with Nasdaq MinimumBid Price Requirement

HANGZHOU, China, November 19, 2024 /Globe Newswire/ -- Nano Labs Ltd (Nasdaq: NA) (“we,” the “Company” or “Nano Labs”), a leading fabless integrated circuit design company and product solution provider in China, today announced that it received a notification letter (the “Notification Letter on Compliance”) from the Listing Qualifications Department of The Nasdaq Stock Market Inc. (“Nasdaq”) on November 18, 2024, indicating that the Company has regained compliance with the minimum bid price requirement set forth in Rule 5450(a)(1) of the Nasdaq Listing Rules.

As previously announced, on May 23, 2024, the Nasdaq notified the Company of its non-compliance with the Nasdaq’s minimum bid price requirement due to its failure to maintain a minimum bid price of US$1 per share. According to the Notification Letter on Compliance, the staff of Nasdaq has determined that for the last 10 consecutive business days, from November 4 through November 15, 2024, the closing bid price of the Company’s Class A ordinary shares had been at $1.00 per share or greater, and the Company has regained compliance with Rule 5450(a)(1) of the Nasdaq Listing Rules.

About Nano Labs Ltd

Nano Labs Ltd is a leading fabless integrated circuit (“IC”) design company and product solution provider in China. Nano Labs is committed to the development of high throughput computing (“HTC”) chips, high performance computing (“HPC”) chips, distributed computing and storage solutions, smart network interface cards (“NICs”) vision computing chips and distributed rendering. Nano Labs has built a comprehensive flow processing unit (“FPU”) architecture which offers solution that integrates the features of both HTC and HPC. Nano Lab’s Cuckoo series are one of the first near-memory HTC chips available in the market*. For more information, please visit the Company’s website at: ir.nano.cn.

Forward-Looking Statements

This press release contains forward-lookingstatements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private SecuritiesLitigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company’s plan to appeal the Staff’sdetermination, 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 andcurrent market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, allof which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actualresults, performance or achievements to differ materially from those in the forward-looking statements. Further information regardingthese 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 orotherwise, except as required under law.

For investor inquiries, please contact:

Nano Labs Ltd

[email protected]

Ascent Investor Relations LLC

Tina Xiao

Phone: +1-646-932-7242

Email: [email protected]