424b3 1 ea0204760-05.htm prospectus filed pursuant to rule 424(b)(3)registration no. 333-278977nano labs ltd6,521,737 class a ordinary sharesthis prospectus relates to the proposed resale or other disposition of 6,521,737 class a ordinary shares issuable upon the exercise of warrants, or the warrants, by the selling shareholders identified in this prospectus. the selling shareholders acquired the warrants from us pursuant to that certain securities purchase agreement, dated as of april 11, 2024, by and among us and the purchasers named therein, or the securities purchase agreement, in a private placement offering, or the private placement.we are not selling any class a ordinary shares under this prospectus and will not receive any of the proceeds from the sale or other disposition of class a ordinary shares by the selling shareholders. however, we will receive proceeds from the exercise, if ever exercised, of the warrants.the selling shareholders or their pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the ordinary shares described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. the selling shareholders will bear all commissions and discounts, if any, attributable to the sales of class a ordinary shares. we will bear all other costs, expenses and fees in connection with the registration of the shares. see “plan of distribution” beginning on page 130 for more information about how the selling shareholders may sell or dispose of their class a ordinary shares.the class a ordinary shares are listed on the nasdaq global market under the symbol “na.” the last reported sale price of the class a ordinary shares on april 26, 2024 was us$0.4755 per class a ordinary share.on december 15, 2022, the public company accounting oversight board, or the pcaob, announced that it was able to secure complete access to inspect and investigate pcaob-registered public accounting firms headquartered in mainland china and hong kong completely in 2022. the pcaob board vacated its previous 2021 determinations that the pcaob was unable to inspect or investigate completely registered public accounting firms headquartered in mainland china and hong kong. the pcaob inspections team has also completed fieldwork for 2023, with the complete access required under the holding foreign companies accountable act, or the hfcaa. however, whether the pcaob will continue to be able to satisfactorily conduct inspections of pcaob-registered public accounting firms headquartered in mainland china and hong kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. the pcaob continues to demand complete access in mainland china and hong kong moving forward, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. the pcaob has also indicated that it will act immediately to consider the need to issue new determinations with the hfcaa if needed. our auditor, malonebailey, llp, is an independent registered public accounting firm headquartered in the united states with offices in beijing and shenzhen, china. malonebailey, llp is a firm registered with the pcaob, and is required by the united states laws to undergo regular inspections by the pcaob to assess its compliance with the laws of the u.s. and professional standards. as of the date of this prospectus, we have not been and do not expect to be identified by the sec under the hfcaa. however, if the pcaob is unable to inspect and investigate completely registered public accounting firms located in china and we fail to retain a registered public accounting firm that the pcaob is able to inspect and investigate completely for two consecutive years, or if we otherwise fail to meet the pcaob’s requirements, our class a ordinary shares will be delisted from the nasdaq stock market, and our shares will not be permitted for trading over the counter in the united states under the hfcaa and related regulations. if our class a ordinary shares are prohibited from trading in the united states, we cannot assure you that we will be able to list on a non-u.s. exchange or that a market for our class a ordinary shares will develop outside of the united states. such a prohibition would substantially impair your ability to sell or purchase our class a ordinary shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our class a ordinary table of contentsshares. moreover, the hfcaa or other efforts to increase u.s. regulatory access to audit information could cause investor uncertainty for affected issuers, including us, and the market price of our class a ordinary shares could be adversely affected. furthermore, such a prohibition would significantly affect our ability to raise capital on