UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2023

Commission File Number: 001-41426

Nano Labs Ltd

(Exact name of registrant as specified in its charter)

30th Floor, Dikaiyinzuo

No. 29, East Jiefang Road,

Hangzhou, Zhejiang

People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

The documents attached as exhibits 99.1 and 99.2 to this Form 6-K are hereby incorporated by reference into the Registrant’s Registration Statement on Form F-3 initially filed with the U.S. Securities and Exchange Commission on August 14, 2023 (Registration No. 333-273968) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| Nano Labs Ltd
Date: September 27, 2023 | By: | /s/ Jianping Kong
| Name: | Jianping Kong
| Title: | Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No. |  | Description
Exhibit 99.1 |  | Unaudited Consolidated Financial Statements as of December 31, 2022 and June 30, 2023 and for the six months ended June 30, 2022 and 2023
Exhibit 99.2 |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations

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