SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CHEN BING YI

(Last)

(First)

(Middle)

12F CHINA YUANGU HANGGANG TECH BUILDING

(Street)

SHANGCHENG HANGZHOU ZHEJIANG

ZHEJIANG

310003

(City)

(State)

(Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2026

3. Issuer Name and Ticker or Trading Symbol
Nano Labs Ltd [ NA ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.002 per share	100,000⁽¹⁾	I	By Dualities link C Ltd.⁽²⁾
Class A Common Stock, par value $0.002 per share	614⁽⁴⁾	I	By Nanoeco Ltd⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options⁽³⁾	04/27/2026⁽³⁾	04/27/2033	Options	308⁽¹⁾	$0.002	I	By Nanoeco Ltd⁽⁴⁾

Explanation of Responses:

1. The amount of shares is calculated based on a 2-to-1 share consolidation on January 31, 2024, and 10-to-1 share consolidation on November 3, 2024

2. Dualities link C Ltd., a company incorporated in the British Virgin Islands, which is wholly owned by Mr. CHEN BING.

3. In June 2022, shareholders and board of directors of Nano Labs Ltd adopted 2022 share incentive plan to grant options to certain employees. 18,456 options (equals 922 options after share consolidation) were granted to Mr. CHEN BING on April 27, 2023; one-third of the shares underlying this option will vest and be exercisable, in whole or in part, on the first, second and third anniversary of the date of grant.

4. Nanoeco Ltd., the nominee of our equity incentive trust designated to certain employees of Nano Labs Ltd.

	/s/ CHEN BING YI	03/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Chen Bing Yi