Welcome to our dedicated page for Nano Labs SEC filings (Ticker: NA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Citigroup Inc. (C) filed a Form 4 indicating that non-employee director Gary M. Reiner received an equity award on 07/01/2025. The award added 538 shares of common stock to his direct holdings under the company鈥檚 Compensation Plan for Non-Employee Directors. The filing lists a reference price of $83.528 per share and shows Mr. Reiner now directly owns 46,861.4175 Citigroup shares. No sales, options, or other derivative securities were reported.
The 鈥淎鈥� transaction code confirms the shares were granted鈥攏ot purchased in the open market鈥攎aking this a routine board compensation event. Given Citigroup鈥檚 roughly 2 billion shares outstanding, the incremental issuance is immaterial to the company鈥檚 capital structure and unlikely to influence market supply鈥揹emand dynamics. Nevertheless, the award incrementally aligns the director鈥檚 incentives with shareholders by modestly increasing his equity stake.
CVI Investments, Inc. and its investment manager Heights Capital Management, Inc. have filed a Schedule 13G reporting beneficial ownership of 2,110,200 Class A ordinary shares of Nano Labs Ltd (CUSIP G6391Y128). The position represents 9.9 % of the company鈥檚 20,712,924 outstanding shares as stated in the issuer鈥檚 June 27 2025 prospectus supplement.
The stake comprises (i) 1.7 million shares already issued and (ii) additional shares issuable upon exercise of warrants. Each warrant contains a 9.99 % ownership blocker, preventing exercise that would push aggregate ownership above the 10 % threshold. Both entities report shared voting and dispositive power over the entire position; neither has sole voting or dispositive authority.
The reporting persons certify that the securities were not acquired to change or influence control of Nano Labs and disclaim beneficial ownership beyond their economic interest. Signatures were executed by Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, on July 1 2025.
- Filing trigger date: June 26 2025
- Reporting rule: 13d-1(c) passive investor filing
- Jurisdictions: CVI (Cayman Islands); Heights Capital (Delaware, USA)
This disclosure informs the market that a single investment group has accumulated a stake just below the 10 % threshold鈥攎aterial information for assessing Nano Labs鈥� shareholder base and potential future capital activity.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is marketing Market-Linked Securities linked to the S&P 500庐 Index that combine leveraged upside exposure with principal-at-risk features.
The notes will be issued at $1,000 per security on or about August 4, 2025 and mature on August 4, 2027. Investors will receive:
- Upside: 125% participation in any positive index return, subject to a maximum total return of at least 18.50% ($185), to be fixed on the July 30, 2025 pricing date.
- Principal protection: A 10% downside buffer. If the S&P 500庐 ends at or above 90% of its starting value, holders receive full principal; below that level, losses match index declines beyond the 10% buffer, up to a possible 90% loss.
- No coupon: The securities do not pay periodic interest or dividends.
Key structural terms include a threshold value equal to 90% of the starting value and redemption based on the closing level on a single calculation day (July 30, 2027). The estimated initial value will be at least $915, lower than the public offering price, reflecting dealer discounts (up to 2.825%) and Citigroup鈥檚 internal funding rate.
Material risks highlighted in the term sheet: potential loss of up to 90% of principal, limited upside, lack of liquidity (no exchange listing), credit risk of Citigroup entities, and tax uncertainty. Secondary market prices may initially include a temporary upward adjustment by Wells Fargo Advisors and can be significantly below issue price thereafter.
These instruments are complex, intended for investors comfortable with equity-linked risk and Citigroup credit exposure, and who accept capped returns in exchange for a 10% buffer.
Nano Labs is offering 5,952,381 Class A ordinary shares at $8.40 per share to institutional investors, along with warrants in a concurrent private placement. The warrants allow purchase of up to 5,952,381 additional shares at $10.00 per share, exercisable for 5 years.
Key offering details:
- Total gross proceeds: $50 million
- Placement Agent (Maxim Group) fee: 7% ($3.5 million)
- Net proceeds before expenses: $46.5 million
- Current stock price: $11.47 (as of June 26, 2025)
Important disclosures: The company operates through subsidiaries in China and Hong Kong, presenting unique risks. As a Cayman Islands holding company, investors don't directly hold equity in Chinese operations. The filing notes PCAOB inspection requirements, Chinese regulatory oversight risks, and potential delisting concerns under HFCAA. Cross-border fund transfers must comply with PRC regulations, with specific procedures for moving capital between subsidiaries.
Nano Labs Ltd (Nasdaq: NA) filed a Form 6-K to announce the pricing of a $50 million capital raise that combines (1) a registered direct offering of 5,952,381 Class A ordinary shares and (2) a concurrent private placement of warrants to purchase an equal number of shares. Each share-and-warrant unit is priced at $8.40, implying gross proceeds of roughly $50 million before placement fees and other transaction costs. The warrants become immediately exercisable, carry a five-year term from the effective registration date, and feature an initial exercise price of $10.00 per share, subject to standard anti-dilution adjustments.
Use of proceeds: Management states that net proceeds鈥攖ogether with any future cash generated from warrant exercises鈥攚ill be deployed to acquire BNB (Binance Coin) as part of Nano Labs鈥� evolving digital-asset treasury strategy. No other operational or balance-sheet purposes were disclosed, suggesting a targeted move to increase exposure to cryptocurrency-denominated reserves rather than to fund working capital or R&D.
Structure & timing: The equity component is issued under the Company鈥檚 existing shelf registration statement (Form F-3 No. 333-273968), declared effective on 1 Sep 2023. The warrants and the ordinary shares issuable upon exercise are offered privately under Section 4(a)(2) and Regulation D and therefore remain unregistered. Closing is expected on or about 27 Jun 2025, subject to customary conditions. Maxim Group LLC serves as sole placement agent; its fees were not quantified.
Capital-market implications: Immediate dilution will equal the new share count issued (~5.95 million), plus potential future dilution should warrants be exercised. Based on typical free-float data for Nano Labs, the new issuance appears material, although the company did not disclose percentage dilution. The $1.60 spread between the unit price and the $10.00 strike offers investors potential upside yet limits immediate exercise likelihood, thereby postponing secondary dilution and cash inflow.
Strategic context: The decision to convert fresh capital directly into BNB marks an aggressive expansion of the firm鈥檚 Web 3.0 centric balance-sheet strategy. While alignment with its infrastructure focus could enhance ecosystem synergy, it also raises crypto-volatility risk and subjects treasury assets to market swings, regulatory scrutiny, and counter-party considerations relating to Binance.
Key takeaways for investors: (1) Nano Labs secures $50 million in near-term liquidity but at the cost of share dilution; (2) proceeds earmarked exclusively for a single crypto asset amplify financial-performance variability; (3) warrant terms could inject an additional $59.5 million (5.95 m 脳 $10.00) of cash if exercised, contingent on future share-price appreciation.
Nano Labs Ltd (Nasdaq: NA) has filed Prospectus Supplement No. 2 to its May 2 2025 F-1 registration statement. The supplement incorporates two Form 6-K reports filed on 25 June 2025 and mainly addresses two capital-markets items:
- Resale prospectus 鈥� registration of 652,174 Class A ordinary shares issuable upon exercise of outstanding private-placement warrants dated 11 April 2024. Nano Labs will not receive proceeds from any share resale but would receive cash if warrant holders exercise. The warrants鈥� cash-exercise decision depends on the market price; the latest closing price (25 June 2025) was US$11.35.
- Convertible note financing 鈥� announcement of a US$500 million aggregate principal private placement of 360-day, zero-coupon, unsecured convertible promissory notes payable in cash or agreed cryptocurrencies (Bitcoin noted). Notes are convertible at the investors鈥� option at an initial US$20.00 per share (76% premium to the latest close), subject to usual anti-dilution adjustment. Repayment, if not converted, will be made in Bitcoin; pre-payment is prohibited. A change-of-control event triggers immediate repayment in Bitcoin.
The subscription period can span up to 360 days and may close in multiple tranches; the final amount could be less than US$500 million if not fully subscribed. As of 25 June 2025, Nano Labs completed an initial tranche of 600 BTC (鈮圲S$63.6 million) and issued two notes. The company now holds 1,000 BTC in treasury. Management states the proceeds will fund business expansion, capital expenditure and general working capital.
The financing aligns with Nano Labs鈥� broader 鈥淏NB Treasury Strategy,鈥� under which it aims to acquire up to US$1 billion in BNB and ultimately hold 5-10% of BNB鈥檚 circulating supply, subject to internal security and value assessments.
Warrant-related share resale, potential note conversion at a premium, and Bitcoin-denominated repayments introduce share-count and cryptocurrency-volatility considerations. All securities remain uncollateralised and high-risk; investors are referred to the Risk Factors section beginning on page 12 of the base prospectus.
On 25 June 2025, Nano Labs Ltd (Nasdaq: NA) filed a Form 6-K providing additional detail on its previously announced private placement of convertible promissory notes that could raise up to US$500 million (payable in cash or cryptocurrency) over the next 360 days. Subscriptions may close in multiple tranches.
Initial closing: the company received 600 Bitcoins (鈮� US$63.6 million) and issued two unsecured, 360-day notes. These notes are convertible into Class A shares at US$20 per share, a price subject to equitable adjustment if Nano Labs later issues more favorable financing terms.
- No pre-payment allowed; any outstanding principal at maturity must be repaid in Bitcoin.
- Immediate Bitcoin repayment is triggered by a defined change-of-control event.
- The notes carry no collateral, making them senior only by contract.
The company currently holds 1,000 Bitcoins, including the 600 BTC received in this first tranche. Management warns there is no guarantee that investors will subscribe for the full US$500 million before the 360-day window closes.
The filing incorporates the transaction into Nano Labs鈥� effective Form F-3 shelf and includes customary forward-looking-statement disclaimers regarding market, regulatory and execution risks.
Nano Labs Ltd filed a Form 6-K for the month of June 2025. The filing primarily serves to incorporate three exhibits into the company鈥檚 existing Form F-3 shelf registration (No. 333-273968):
- Exhibit 99.1: Press Release
- Exhibit 99.2: Form of Convertible Note Purchase Agreement
- Exhibit 99.3: Form of Convertible Note
The company states that the full terms of the convertible note purchase agreement and the convertible note are set out in the attached exhibits, and that the brief descriptions in the press release are qualified in their entirety by those documents. No financial amounts, maturity terms, or dilution metrics are disclosed in the body of this 6-K. The filing is signed by Chairman and CEO Jianping Kong on June 25, 2025. Other than incorporating these documents, the report contains no additional operational or financial updates.
Nano Labs Ltd (Nasdaq: NA) has filed Prospectus Supplement No. 1 to its May 2, 2025 F-1 prospectus, covering the potential resale of 652,174 Class A ordinary shares that may be issued upon exercise of outstanding warrants. The warrants were issued in an April 11, 2024 private placement under a Securities Purchase Agreement. The selling shareholders鈥攏ot the company鈥攎ay dispose of the shares at market or negotiated prices, bearing any brokerage commissions. Nano Labs will only receive proceeds if the warrants are exercised for cash; there is no assurance of exercise, and the decision will depend on the market price of the shares (June 20, 2025 closing price: US$12.17).
The supplement incorporates the company鈥檚 Form 6-K dated June 24, 2025. Exhibits to the 6-K include (i) a press release and (ii) supplemental risk factors, both now part of the F-3 registration statement first filed August 14, 2023.
Press Release Highlight (Exhibit 99.1): Nano Labs intends to apply鈥攖ogether with partners鈥攆or licenses to issue Hong Kong-dollar and offshore RMB stablecoins following passage of the Hong Kong Stablecoins Bill. The company also plans to build a stablecoin technical framework on Bitcoin and BNB chains to support Web 3.0 ecosystem growth. The Hong Kong Stablecoins Ordinance becomes effective August 1, 2025.
Investors should review the Prospectus鈥� existing Risk Factors (page 12) and the newly furnished supplemental risks. No regulatory authority has approved the securities, and investment in Nano Labs remains high-risk.