UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Nano Labs Ltd
(Name of Issuer)
Class A Ordinary Shares, par value of $0.0001 per share
(Title of Class of Securities)
63011A102**
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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. |
| ** | CUSIP number 63011A102 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Global Market under the symbol “NA.” Each ADS represents two Class A Ordinary Shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer. |
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. 63011A102
| 1. | Names of Reporting Persons.
Qifeng Sun | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☐ (b) ☐ | |||||
| 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
23,180,333 Class B Ordinary Shares (See Item 4) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
23,180,333 Class B Ordinary Shares (See Item 4) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,180,333 Class B Ordinary Shares (See Item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
20.8% (assuming conversion of all outstanding Class B Ordinary Sharesinto the same number of Class A Ordinary Shares) (See Item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
SCHEDULE 13G
CUSIP No. 63011A102
| 1. | Names of Reporting Persons.
Star Spectrum Capital Ltd | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☐ (b) ☐ | |||||
| 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
23,180,333 Class B Ordinary Shares (See Item 4) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
23,180,333 Class B Ordinary Shares (See Item 4) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,180,333 Class B Ordinary Shares (See Item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
20.8% (assuming conversion of all outstanding Class B Ordinary Sharesinto the same number of Class A Ordinary Shares) (See Item 4) | |||||
| 12. | 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: |
30th Floor, Dikaiyinzuo, No. 29, East Jiefang Road
Hangzhou, Zhejiang
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Qifeng Sun
Star Spectrum Capital Ltd
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Qifeng Sun
30th Floor, Dikaiyinzuo, No. 29, East Jiefang Road
Hangzhou, Zhejiang
People’s Republic of China
Star Spectrum Capital Ltd
Intershore Consult Ltd. of Intershore Chambers
Road Town, Tortola
British Virgin Island
| Item 2(c). | Citizenship: |
Qifeng Sun - People’s Republic of China
Star Spectrum Capital Ltd - British Virgin Island
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value US$0.0001 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$0.0001 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.
| Item 2(e). | CUSIP No.: |
63011A102
CUSIP number 63011A102 has been assigned to the ADSs of the issuer, which are quoted on the Nasdaq Global Market under the symbol “NA.” Each ADS represents two Class A Ordinary Shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.
| 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
| Item 4. | Ownership |
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, 2022:
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 | ||||||||||||||||||
Qifeng Sun | 23,180,333 | 2 | 20.8 | 23,180,333 | 0 | 23,180,333 | 0 | |||||||||||||||||
Star Spectrum Capital Ltd | 23,180,333 | 2 | 20.8 | 23,180,333 | 0 | 23,180,333 | 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 111,496,668 issued and outstanding ordinary shares (consisting of 54,318,514 Class A Ordinary Shares and 57,178,154 Class B Ordinary Shares) of the Issuer as of December 31, 2022 as a single class. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders. 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, 2022. |
| 2 | 23,180,333 Class B Ordinary Shares held by Star Spectrum Capital Ltd. Mr. Qifeng Sun is the beneficial owner and sole director of Star Spectrum Capital 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
| Item 10. | Certifications |
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 13, 2023
| Qifeng Sun | ||
| By: | /s/ Qifeng Sun | |
| Star Spectrum Capital Ltd | ||
| By: | /s/ Qifeng Sun | |
| Name: Qifeng Sun | ||
| Title: Director | ||
LIST OF EXHIBITS
Exhibit 99.1 – Joint Filing Agreement dated February 13, 2023, by and among the Reporting Persons
