SCHEDULE: Nano Labs: Ayrton Capital Reduces Stake Below 5%

Ayrton Capital LLC and related entities have reduced their beneficial ownership in Nano Labs Ltd. to 4.40% of Class A Ordinary Shares.

Summary

• Ayrton Capital LLC, Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, and Waqas Khatri (collectively, 'Reporting Persons') have filed an Amendment No. 1 to Schedule 13G for Nano Labs Ltd.
• The filing indicates beneficial ownership of 952,381 Class A Ordinary Shares, representing 4.40% of the class.
• This ownership includes shares issuable upon the exercise of certain warrants, which are subject to a 9.99% beneficial ownership blocker.
• The percentage is calculated based on 20,712,924 outstanding shares of Nano Labs Ltd. as of September 24, 2025, plus the 952,381 shares from warrants.
• Waqas Khatri serves as the managing member of Ayrton Capital LLC and a director of Alto Opportunity Master Fund, SPC Segregated Master Portfolio B.
• The Reporting Persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 3

Explanation: The filing indicates a reduction in beneficial ownership by a significant institutional investor group to below the 5% reporting threshold, which is generally interpreted as a negative signal regarding their confidence in the issuer or a strategic divestment.

Negatives

• The Reporting Persons' beneficial ownership has decreased to 4.40%, falling below the 5% threshold that typically triggers a Schedule 13G filing, indicating a reduction in their previously reported stake.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may react negatively to the reduction in a significant institutional stake, potentially leading to downward pressure on the stock price.

Key Dates

Recommendation

The reduction of a significant beneficial ownership stake by institutional investors to below the 5% reporting threshold typically signals a lack of confidence in the company's future prospects or a strategic divestment. This action by a sophisticated investor group suggests potential headwinds or a re-evaluation of the investment, warranting a 'sell' recommendation for existing holders or avoidance for potential investors.

Keywords

Nano Labs Ltd., Ayrton Capital LLC, Alto Opportunity Master Fund, Waqas Khatri, Schedule 13G, beneficial ownership, Class A Ordinary Shares, institutional ownership, warrants