Nano Labs Ltd: Sun Qifeng Files 13D/A Amendment

TL;DR

Sun Qifeng updated 13D filing for Nano Labs Ltd, watch for ownership changes.

AI Summary

On September 25, 2024, Sun Qifeng filed Amendment No. 2 to Schedule 13D for Nano Labs Ltd. This filing indicates a change in beneficial ownership of Class A and Class B ordinary shares. The filing involves entities such as Tricor Equity Trustee Limited as Trustee of Forestman Trust, Forestman Trust, and Star Spectrum Capital Ltd.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Nano Labs Ltd, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant strategic moves or potential takeovers, introducing uncertainty.

Key Players & Entities

• Sun Qifeng (person) — Filing party and beneficial owner
• Nano Labs Ltd (company) — Subject company
• Tricor Equity Trustee Limited as Trustee of Forestman Trust (company) — Related entity in filing
• Forestman Trust (company) — Related entity in filing
• Star Spectrum Capital Ltd (company) — Related entity in filing

FAQ

Key Financial Figures

• $0.0002 — Class A ordinary shares, par value US$0.0002 per share Class B ordinary shares, pa
• $2.75 million — est-free loans in the total amount of US$2.75 million (the “ Loans ”), among whic
• $0.75 million — e “ Loans ”), among which US$0.75 million will become due on August 26, 2025 and
• $2 million — ill become due on August 26, 2025 and US$2 million will become due on September 6, 2025.
• $0 — to the Lender at a per share price of US$0.3045, being the average closing price o

Filing Documents

• ea0215415-13da2sun_nanolabs.htm (SC 13D/A) — 97KB
• ea021541501ex99-1_nanolabs.htm (EX-99.1) — 8KB
• ea021541501ex99-4_nanolabs.htm (EX-99.4) — 25KB
• ea021541501ex99-5_nanolabs.htm (EX-99.5) — 243KB
• 0001213900-24-081594.txt ( ) — 375KB

Security and Issuer

Item 1. Security and Issuer.

of the Schedule 13D is hereby amended by replacing the last

Item 1 of the Schedule 13D is hereby amended by replacing the last paragraph in its entirety as follows: The principal executive offices of the Issuer are located at China Yuangu Hangang Technology Building, 509 Qianjiang Road, Shangcheng District, Hangzhou, Zhejiang, People’s Republic of China (the “ PRC ”).

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended and restated in its entirety

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: This Schedule is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended: 1. Mr. Qifeng Sun, citizen of People’s Republic of China, with his business address at China Yuangu Hanggang Technology Building, 509 Qianjiang Road, Shangcheng District, Hangzhou, Zhejiang, People’s Republic of China; 2. Tricor Equity Trustee Limited, a company incorporated and existing under the laws of British Virgin Islands, with its principal business address at 5/F, Manulife Place, 348 Kwun Tong Road, Road Town, Kowloon, Hong Kong, and its principal business in trustee services; 3. Forestman Trust , an irrevocable discretionary trust established under the laws of British Virgin Islands, with its trustee’s business address at 5/F, Manulife Place, 348 Kwun Tong Road, Road Town, Kowloon, Hong Kong and principal business in investment holding; and 4. Star Spectrum Capital Ltd , a company incorporated and existing under the laws of British Virgin Islands, with its registered address at Intershore Consult Ltd. of Intershore Chambers, Road Town, Tortola, British Virgin Island , and its principal business in investment holding. Mr. Qifeng Sun, Tricor Equity Trustee Limited as Trustee of Forestman Trust, Forestman Trust and Star Spectrum Capital Ltd are collectively referred to herein as “ Reporting Persons ,” and each, a “ Reporting Person .” This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit 99.1. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the informa

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby supplemented by inserting the

Item 4 of the Schedule 13D is hereby supplemented by inserting the following after the last paragraph thereof: In August and September 2024, the Issuer entered into certain agreements with Mr. Qifeng Sun (the “ Lender ”), who provided interest-free loans in the total amount of US$2.75 million (the “ Loans ”), among which US$0.75 million will become due on August 26, 2025 and US$2 million will become due on September 6, 2025. On September 20, 2024, the Issuer entered into a subscription agreement with the Lender, to convert the interest-free loans from them in an aggregated amount of US$2.75 million into 9,031,199 Class A ordinary shares in lieu of repayment of the Loans. According to the subscription agreement entered into among the Issuer and the Lender, a total of 9,031,199 Class A ordinary shares of the Issuer were issued to the Lender at a per share price of US$0.3045, being the average closing price over the previous 10 trading days as of September 19, 2024. The conversion was closed on September 23, 2023 and the Company was released from any future liabilities or obligations under the terms of the Loans. Page 6 of 9 Pages CUSIP No. G6391Y110

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Items 5(a) – (b) of this Schedule 13 D are hereby amended by incorporating by reference the responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description 99.1 Joint Filing Agreement dated September 24, 2024 by and among the Reporting Persons 99.2* Promissory Note Termination Agreement dated September 5, 2023 by and among the Issuer and SMALL ART LTD., SPACE EXPLORATION JP LTD. and STAR SPECTRUM FUND PTE. LTD 99.3* Subscription Agreement dated September 5, 2023 by and among the Issuer and JIANPING KONG LTD and Star Spectrum Capital Ltd 99.4 Promissory Note Termination Agreement dated September 20, 2024 by and among the Issuer and Mr. Qifeng Sun 99.5 Subscription Agreement dated September 20, 2024 by and among the Issuer and NLABS FUND PTE LTD. and Star Spectrum Capital Ltd * Previously filed Page 7 of 9 Pages SIGNATURE 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: September 25, 2024 Qifeng Sun By: /s/ Qifeng Sun Name: Qifeng Sun Tricor Equity Trustee Limited By: /s/ Li Yan Wing Rita Name: Li Yan Wing Rita Title: Director Forestman Trust By: /s/ Tricor Equity Trustee Limited as trustee of Forestman Trust Name: Li Yan Wing Rita Title: Director of Tricor Equity Trustee Limited Star Spectrum Capital Ltd By: /s/ Qifeng Sun Name: Qifeng Sun Title: Director Page 8 of 9 Pages SCHEDULE A Tricor Equity Trustee Limited Director Citizenship Nicholas Andrew Messum 2/F, Palm Grove House, P.O. 3340, Road Town, Tortola, British Virgin Islands Director of Tricor Equity Trustee Limited British Ted Francis 2/F, Palm Grove House, P.O. 3340, Road Town, Tortola, British Virgin Islands Director of Tricor Equity Trustee Limited British Overseas Territories Li Yan Wing Rita 5/F, Manulife Place, 348 Kwun Tong Road, Road Town, Kowloon, Hong Kong Director of Tricor Equity Trustee Limited Hong Kong SAR, China

View Full Filing

View this SC 13D/A filing on SEC EDGAR