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SCHEDULE 13D/A 0001802732 XXXXXXXX LIVE 5 Ordinary shares, par value US$0.002 per share 08/25/2025 false 0001872302 G6391Y110 Nano Labs Ltd China Yuangu Hanggang Technology Buildin 509 Qianjiang Road, Shangcheng District Hangzhou F4 310000 Jianping Kong (86) 0571-8665 6957 c/o China Yuangu Hanggang Technology Bui 509 Qianjiang Road, Shangcheng District Hangzhou F4 310000 NLABS FUND PTE LTD. (86) 0571-8665 6957 c/o China Yuangu Hanggang Technology Bui 509 Qianjiang Road, Shangcheng District Hangzhou F4 310000 Tricor Equity Trustee Limited (86) 0571-8665 6957 Vistra Corporate Services Centre Wickhams Cay II, Road Town, Tortola British Virgin Islands D8 VG 1110 NlabsDAO Trust (86) 0571-8665 6957 c/o China Yuangu Hanggang Technology Bui 509 Qianjiang Road, Shangcheng District Hangzhou F4 310000 JIANPING KONG LTD (86) 0571-8665 6957 c/o China Yuangu Hanggang Technology Bui 509 Qianjiang Road, Shangcheng District Hangzhou F4 310000 Teeroy Limited (86) 0571-8665 6957 Room 1921, 19/F, Lee Garden One 33 Hysan Avenue, Causeway Bay Hong Kong K3 999077 Lunyu Trust (86) 0571-8665 6957 c/o China Yuangu Hanggang Technology Bui 509 Qianjiang Road, Shangcheng District Hangzhou F4 310000 Wlyl Ltd (86) 0571-8665 6957 c/o China Yuangu Hanggang Technology Bui 509 Qianjiang Road, Shangcheng District Hangzhou F4 310000 0001802732 N Jianping Kong PF OO N F4 1888342.00 3030203.00 1888342.00 3030203.00 4918545.00 N 20.9 IN 1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 1,888,342 Class A Ordinary Shares directly held by NLABS FUND PTE LTD., a private company limited by shares incorporated in Singapore and wholly owned by Mr. Jianping Kong. 2. The number of shares beneficially owned with shared voting power and shared dispositive power represents (i) 670,499 Class A Ordinary Shares directly held by JIANPING KONG LTD, a company incorporated in the British Virgin Islands, which is wholly owned by NlabsDAO Trust, a trust established under the laws of the British Virgin Islands and managed by Tricor Equity Trustee Limited, in which Mr. Jianping Kong is a settlor and investment manager, and (ii) 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited, in which Mr.Kong is a settlor and investment manager. Being the sole director of both JIANPING KONG LTD and Wlyl Ltd, and the settlor and investment manager of both NlabsDAO Trust and Lunyu Trust, respectively, Mr. Jianping Kong is deemed to have shared voting and dispositive powers over these Class A Ordinary Shares, and 1,699,892 Class B Ordinary Shares directly held by JIANPING KONG LTD. Being the sole director of JIANPING KONG LTD and the settlor and investment manager of NlabsDAO Trust, Mr. Jianping Kong is deemed to have shared voting and dispositive powers over these Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. 3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Y NLABS FUND PTE LTD. OO N D8 1888342.00 0.00 1888342.00 0.00 1888342.00 N 8.0 OO 1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 1,888,342 Class A Ordinary Shares directly held by NLABS FUND PTE LTD., a private company limited by shares incorporated in Singapore and wholly owned by Mr. Jianping Kong. 2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Y Tricor Equity Trustee Limited as Trustee of NlabsDAO Trust OO N D8 0.00 2370391.00 0.00 2370391.00 2370391.00 N 10.1 CO 1. The number of shares beneficially owned with shared voting power and shared dispositive power represents 670,499 Class A Ordinary Shares directly held by JIANPING KONG LTD, a company incorporated in the British Virgin Islands, which is wholly owned by NlabsDAO Trust, a trust established under the laws of the British Virgin Islands and managed by Tricor Equity Trustee Limited, and 1,699,892 Class B Ordinary Shares directly held by JIANPING KONG LTD. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. 2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Y NlabsDAO Trust WC OO N D8 2370391.00 0.00 2370391.00 0.00 2370391.00 N 10.1 OO 1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 670,499 Class A Ordinary Shares directly held by JIANPING KONG LTD, a company incorporated in the British Virgin Islands, which is wholly owned by NlabsDAO Trust, a trust established under the laws of the British Virgin Islands and managed by Tricor Equity Trustee Limited, and 1,699,892 Class B Ordinary Shares directly held by JIANPING KONG LTD. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. 2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Y JIANPING KONG LTD WC OO N D8 2370391.00 0.00 2370391.00 0.00 2370391.00 N 10.1 CO 1. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. 2. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Y Teeroy Limited as Trustee of Lunyu Trust OO N K3 0.00 659812.00 0.00 659812.00 659812.00 N 2.8 OO 1. The number of shares beneficially owned with shared voting power and share dispositive power represents 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited, in which Mr. Jianping Kong is the settlor and investment manager. 2. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. 3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Y Lunyu Trust WC OO N U0 659812.00 0.00 659812.00 0.00 659812.00 N 2.8 OO 1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited. 2. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. 3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Y Wlyl Ltd WC OO N U0 659812.00 0.00 659812.00 0.00 659812.00 N 2.8 CO 1. The number of shares beneficially owned with sole voting power and sole dispositive power represents 659,812 Class A Ordinary Shares directly held by Wlyl Ltd, a company incorporated in the British Virgin Islands, which is wholly owned by Lunyu Trust, a trust established under the laws of Singapore and managed by Teeroy Limited. 2. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate (as defined in the currently effective memorandum and articles of association), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not Mr. Jianping Kong, Mr. Qifeng Sun or their affiliate, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 30 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. 3. Percentage of class represented by amount in row is calculated based on 23,571,833 outstanding Ordinary Shares as a single class, being the sum of 20,712,924 Class A Ordinary Shares and 2,858,909 Class B Ordinary Shares outstanding as of August 25, 2025 as provided by the Issuer, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Ordinary shares, par value US$0.002 per share Nano Labs Ltd China Yuangu Hanggang Technology Buildin 509 Qianjiang Road, Shangcheng District Hangzhou F4 310000 This amendment to Schedule 13D (this "Amendment No.5") amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission") on October 2, 2024, as amended and supplemented by the Amendment No.1, Amendment No.2, Amendment No.3 and Amendment No.4 filed with the Commission on February 5, 2024, May 7, 2024, September 25, 2024, and October 2, 2024, respectively(the "Original Schedule 13D," as amended and supplemented by this Amendment No.5, the "Schedule 13D") by each of Mr. Jianping Kong, NLABS FUND PTE LTD., Tricor Equity Trustee Limited, NlabsDAO Trust, JIANPING KONG LTD, Teeroy Limited, Lunyu Trust and Wlyl Ltd and relates to Class A ordinary shares, par value $0.002 per share (the "Class A Ordinary Shares") and Class B ordinary shares, par value $0.002 per share (the "Class B Ordinary Shares", together with the Class A Ordinary Shares, the "Shares") of Nano Labs Ltd, a Cayman Islands exempted company (the "Issuer"). This Amendment No.5 is being filed to report the purchase of 480,000 Class A Ordinary Shares by Wlyl Ltd in open-market transactions on from August 21 to August 25, 2025. Except as provided herein, this Amendment No.5 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No.5 have the meanings ascribed to them in the Original Schedule 13D, as amended. Item 4 of the Schedule 13D is hereby supplemented by inserting the following after the last paragraph thereof: From August 21 to August 25, 2025, Wlyl Ltd purchased 480,000 Class A Ordinary Shares in open-market transactions for investment purpose. The information contained on the cover pages to this Amendment No. 5 is incorporated herein by this reference. The information contained on the cover pages to this Amendment No. 5 is incorporated herein by this reference. The reporting person effected no transactions during the last 60 days. 99.1 - Joint Filing Agreement dated August 27, 2025 by and among the Reporting Persons Jianping Kong /s/ Jianping Kong Jianping Kong 08/27/2025 NLABS FUND PTE LTD. /s/ Jianping Kong Jianping Kong, Director 08/27/2025 Tricor Equity Trustee Limited as Trustee of NlabsDAO Trust /s/ Li Yan Wing Rita Li Yan Wing Rita, Director 08/27/2025 NlabsDAO Trust /s/ Tricor Equity Trustee Limited as trustee of NlabsDAO Trust Li Yan Wing Rita, Director of Tricor Equity Trustee Limited 08/27/2025 JIANPING KONG LTD /s/ Jianping Kong Jianping Kong, Director 08/27/2025 Teeroy Limited as Trustee of Lunyu Trust /s/ Li Yan Wing Rita Li Yan Wing Rita and Yeung Tsz Yeung, Authorised Signatories 08/27/2025 Lunyu Trust /s/ Teeroy Limited as trustee of Lunyu Trust Li Yan Wing Rita and Yeung Tsz Yeung, Authorised Signatories of Teeroy Limited 08/27/2025 Wlyl Ltd /s/ Jianping Kong Jianping Kong, Director 08/27/2025