Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 05 2024 - 9:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934
(Amendment No. 1)*
Nano Labs Ltd
(Name of Issuer)
Class A Ordinary Shares,
par value of $0.0002 per share
(Title of Class of Securities)
G6391Y110
(CUSIP Number)
December 31, 2023
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
| * | The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page. |
The information required in 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 13G
CUSIP No. G6391Y110
| 1. |
Names of Reporting Persons.
Nan Hu |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o (b) o |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
People’s Republic of China |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
4,542,748 Class A Ordinary Shares (See Item 4) |
| 6. |
Shared Voting Power
0 |
| 7. |
Sole Dispositive Power
4,542,748 Class A Ordinary Shares (See Item 4) |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,542,748 Class A Ordinary Shares (See Item 4) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
o |
| 11. |
Percent of Class Represented by Amount in Row (9)
6.4% (assuming conversion of all outstanding Class B Ordinary
Shares into the same number of Class A Ordinary Shares) (See Item 4) |
| 14. |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
SCHEDULE 13G
CUSIP No. G6391Y110
| 1. |
Names of Reporting Persons.
Tong Qi Holding Ltd |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o (b) o |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
British Virgin Islands |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
3,863,389 Class A Ordinary Shares (See Item 4) |
| 6. |
Shared Voting Power
0 |
| 7. |
Sole Dispositive Power
3,863,389 Class A Ordinary Shares (See Item 4) |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,863,389 Class A Ordinary Shares (See Item 4) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
o |
| 11. |
Percent of Class Represented by Amount in Row (9)
5.5% (assuming conversion of all outstanding Class B Ordinary
Shares into the same number of Class A Ordinary Shares) (See Item 4) |
| 14. |
Type of Reporting Person (See Instructions)
CO |
| |
|
|
|
| Item 1(a). | Name of Issuer: |
Nano Labs Ltd.
| Item 1(b). | Address
of Issuer’s Principal Executive Offices: |
China Yuangu Hangang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Nan Hu
Tong Qi Holding Ltd
| Item 2(b). | Address
of Principal Business Office, or, if none, Residence: |
Nan Hu
China Yuangu Hangang Technology Building
509 Qianjiang Road, Shangcheng District
Hangzhou, Zhejiang
People’s Republic of China
Tong Qi Holding Ltd
Vistra Corporate Services Centre
Wickhams Cay II, Road Town Tortola, VG1110
British Virgin Islands
Nan Hu - People’s Republic of China
Tong Qi Holding Ltd - British Virgin Island
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value US$0.0002 per share (“Class
A Ordinary Shares”).
The Issuer’s ordinary shares consist of Class A Ordinary
Shares and Class B ordinary shares, par value US$0.0002 per share (the “Class B Ordinary Shares”). Each holder of Class A
Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares is entitled to 15 votes per share. Class
B Ordinary Shares are convertible at any time by the holder into Class A Ordinary Shares on a one-for-one basis, while Class A Ordinary
Shares are not convertible into Class B Ordinary Shares under any circumstances.
G6391Y110
CUSIP number G6391Y110 has been assigned to the Class
A Ordinary Shares of the issuer, which are quoted on the Nasdaq Global Market under the symbol “NA.”
| Item 3. | If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check
whether the persons filing is a: |
Not applicable
The following information with respect to the ownership
of the Class A Ordinary Shares by each of the reporting persons is provided as of December 31, 2023:
| Reporting person | |
Amount
beneficially
owned | | |
Percent of
class1 | | |
Sole power
to vote or
direct the
vote | | |
Shared
power to
vote or to
direct the
vote | | |
Sole power
to dispose
or to
direct the
disposition of | | |
Shared
power to
dispose or to
direct the
disposition of | |
| Nan Hu | |
| 4,542,748 | 2 | |
| 6.4 | % | |
| 4,542,748 | | |
| 0 | | |
| 4,542,748 | | |
| 0 | |
| Tong Qi Holding Ltd | |
| 3,863,389 | 3 | |
| 5.5 | % | |
| 3,863,389 | | |
| 0 | | |
| 3,863,389 | | |
| 0 | |
| 1 | Pursuant to Rule 13d-3(d)(1), all Class B Ordinary Shares (which
are convertible into Class A Ordinary Shares) were deemed to be converted for the purpose of (i) determining the aggregate amount of
Class A Ordinary Shares beneficially owned by the Reporting Persons and (ii) calculating the percentages of the Class A Ordinary Shares
beneficially owned by the Reporting Persons. The percentage of the class of securities beneficially owned by each Reporting Person is
calculated based on a total of 70,516,380 issued and outstanding ordinary shares (consisting of 41,927,302 Class A Ordinary Shares and
28,589,078 Class B Ordinary Shares) of the Issuer as of December 31, 2023 as a single class. In computing the percentage ownership of
the Reporting Persons, we have included, where applicable, shares that the Reporting Persons have the right to acquire within 60 days,
including through the exercise of any option, warrant, or other right or the conversion of any other security, after December 31, 2023. |
| 2 | Representing (1) 3,863,389 Class A Ordinary Shares held of record
by Tong Qi Holding Ltd and (2) 679,359 Class A Ordinary Shares also held by Nanometa Ltd., which
were granted to Nan Hu and had become vested and distributable to Nan Hu as of December 31, 2023. |
| 3 | 3,863,389 Class A Ordinary Shares held by Tong Qi Holding Ltd.
Mr. an Hu is the beneficial owner and sole director of Tong Qi Holding Ltd. |
| Item 5. | Ownership
of Five Percent or Less of a Class |
Not applicable
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person |
Not applicable
| 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
| Item 8. | Identification
and Classification of Members of the Group |
Not applicable
| Item 9. | Notice
of Dissolution of Group |
Not applicable
Not applicable
SIGNATURES
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.
Date: February 5, 2024
| |
Tong Qi Holding Ltd |
| |
|
| |
By: |
/s/ Nan Hu |
| |
|
Name: |
Nan Hu |
| |
|
Title: |
Director |
LIST OF EXHIBITS
7
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of
them, of a statement on Schedule 13G (including amendments thereto) with respect to Class A ordinary shares par value of $0.0002 per share
of Nano Labs Ltd, a Cayman Islands company; and (ii) that this agreement be included as Exhibit 99.1 to such joint filing. The undersigned
acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy
of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of
the information concerning the others.
[Execution page follows.]
IN WITNESS WHEREOF, the undersigned have executed
this agreement.
Date: February 5, 2024
| |
Tong Qi Holding Ltd |
| |
|
| |
By: |
/s/ Nan Hu |
| |
|
Name: |
Nan Hu |
| |
|
Title: |
Director |
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