Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the six months ended June 30, 2025 and 2026. This section should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this interim report. See “Exhibit 99.1—Unaudited Consolidated Financial Statements as of December 31, 2025 and June 30, 2026 and for the six months ended June 30, 2025 and 2026.” We also recommend that you read our management’s discussion and analysis and our audited consolidated financial statements for fiscal year 2025, and the notes thereto, which appear in our annual report on Form 20-F for the year ended December 31, 2025, or the Annual Report, filed with the U.S. Securities and Exchange Commission, or the SEC, on April 13, 2026.

 

Unless otherwise indicated or the context otherwise requires, all references to “our company,” “we,” “our,” “ours,” “us” or similar terms refer to Nano Labs Ltd and its subsidiaries. All references to “China” or “PRC” refer to the People’s Republic of China. All references to “RMB” or “Renminbi” refer to the legal currency of China. All references to “US$,” “U.S. dollars,” “$” or “dollars” refer to the legal currency of the United States of America.

 

All such financial statements were prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. We have made rounding adjustments to some of the figures included in this management’s discussion and analysis. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors.

 

Overview

 

We are a leading Web 3.0 infrastructure provider and crypto treasury company. We have actively positioned ourselves in the crypto assets space, adopting BNB as our primary reserve asset. As of September 14, 2026, we have accumulated nearly US$54.0 million in BNB and US$8.8 million in USDT.

 

Our net operating revenues are primarily derived from sales of our mining machines. Our net revenues were RMB8.3 million and RMB2.8 million (US$0.4 million) for the six months ended June 30, 2025 and 2026, respectively. The decrease in net revenues was primarily due to the decrease in sales volume of iPollo V Series. We recorded a net loss of RMB11.8 million and RMB316.7 million (US$46.5 million) for the six months ended June 30, 2025 and 2026, respectively. The increase in net loss was primarily attributable to a loss of RMB250.5 million from changes in the fair value of cryptocurrencies for the six months ended June 30, 2026, compared with a gain of RMB48.6 million for the corresponding period in 2025.

 

In evaluating our business, we consider and use adjusted net loss as an additional non-GAAP measure to review and assess our operating performance. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net loss as net loss excluding share-based compensation expense. Our adjusted net loss for the six months ended June 30, 2025 was RMB11.7 million, and our adjusted net loss for the same period of 2026 was RMB316.7 million (US$46.5 million).

 

 

 

 

Results of Operations

 

The following table sets forth a summary of our unaudited consolidated statements of operations for the periods indicated. This information has been derived from and should be read together with our unaudited consolidated financial statements. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.

 

   Six Months Ended June 30, 
   2025   2026 
   RMB   RMB   US$ 
   (Unaudited)   (Unaudited)   (Unaudited) 
Summary Unaudited Consolidated Statements of Operations and Comprehensive Loss            
Net Revenues   8,283,373    2,778,378    407,931 
Cost of revenues   (18,991,737)   (8,625,388)   (1,266,409)
Gross loss   (10,708,364)   (5,847,010)   (858,478)
Total operating income (expenses)   21,285,005    (285,847,674)   (41,969,149)
Net loss   (11,777,937)   (316,700,708)   (46,499,099)
Net loss per ordinary share attributable to Nano Labs Ltd               
Basic and diluted   (0.43)   (13.65)   (2.00)
Weighted average number of shares used in per share calculation               
Basic and diluted   16,548,783    22,674,071    22,674,071 

 

Non-GAAP Financial Measures

 

To supplement our unaudited consolidated financial statements which are presented in accordance with U.S. GAAP, we also use adjusted net loss as an additional non-GAAP financial measure. We present the non-GAAP financial measure because it is used by our management to evaluate our operating performance. We also believe that the non-GAAP financial measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies.

 

We define adjusted net loss as net loss excluding share-based compensation expense. We believe that adjusted net loss provides useful information to investors and others in understanding and evaluating our operating results. The non-GAAP financial measure adjusts for the impact of items that we do not consider indicative of the operational performance of our business and should not be considered in isolation or construed as an alternative to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measure with the most directly comparable GAAP measures.

 

Adjusted net loss presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

 

The following table sets forth a reconciliation of our net loss to non-GAAP adjusted net loss for the periods indicated.

 

   Six Months Ended June 30, 
   2025   2026 
   RMB   RMB   US$ 
   (Unaudited)   (Unaudited)   (Unaudited) 
Net loss   (11,777,937)   (316,700,708)   (46,499,099)
Add:               
Share-based compensation expenses   62,337    12,113    1,778 
Non-GAAP adjusted net loss   (11,715,600)  (316,688,595)   (46,497,321)

 

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Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

 

Net Revenues

 

Our net revenues are primarily derived from sales of mining machines. The following table sets forth the breakdown of our net revenues by category, both in absolute amount and as a percentage of total net revenues for each category for the periods indicated.

 

   For the six months ended June 30, 
   2025   2026 
   RMB   %   RMB   US$   % 
   (Unaudited) 
Product sales revenue   7,931,032    95.7    2,430,928    356,917    87.5 
Service revenue   352,341    4.3    347,450    51,014    12.5 
Net revenues   8,283,373    100.0    2,778,378    407,931    100.0 

 

Product sales revenue

 

Our product sales revenue primarily comprises sales of mining machines. Our product sales revenue decreased from RMB7.9 million for the six months ended June 30, 2025 to RMB2.4 million (US$0.4 million) for the six months ended June 30, 2026, primarily due to a decrease in the sales volume of iPollo V Series.

 

Cost of Revenues

 

Cost of revenues represents costs and expenses incurred in order to generate revenue. Cost of revenues mainly consists of products-related costs, including raw material, contract manufacturing costs, testing costs, write-downs of slow-moving and obsolete inventories, prepayments and value-added tax recoverables , as well as personnel costs relating to employees involved in the provision of services.

 

The following table sets forth the breakdown of our cost of revenues by category, both in absolute amount and as a percentage of the cost of revenues, for the periods indicated.

 

   For the six months ended June 30, 
   2025   2026 
   RMB   %   RMB   US$   % 
   (Unaudited) 
Product sales   18,793,438    99.0    8,357,602    1,227,092    96.9 
Service   198,299    1.0    267,786    39,317    3.1 
Total   18,991,737    100.0    8,625,388    1,266,409    100.0 

 

Cost of revenues decreased to RMB8.6 million (US$1.3 million) for the six months ended June 30, 2026 from RMB19.0 million for the same period of 2025. The decrease in cost of revenues was mainly due to the decrease in the sales volume of our products.

 

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Gross Profit (Loss)

 

The following table sets forth our gross profit (loss) and gross profit (loss) margin by category for the periods indicated.

 

   For the six months ended June 30, 
   2025   2026 
   RMB   Gross Profit
(Loss)
Margin (%)
   RMB   US$   Gross Profit
(Loss)
Margin (%)
 
   (Unaudited) 
Product sales   (10,862,406)   (137.0)   (5,926,674)   (870,175)   (243.8)
Service   154,042    43.7    79,664    11,697    22.9 
Total   (10,708,364)   (129.3)   (5,847,010)   (858,478)   (210.4)

 

As a result, we recorded a gross loss of RMB5.8 million (US$0.9 million) for the six months ended June 30, 2026, as compared to a gross loss of RMB10.7 million for the same period of 2025. Although our gross loss decreased in absolute amount, our gross loss margin increased from 129.3% for the six months ended June 30, 2025 to 210.4% for the six months ended June 30, 2026, primarily because the decrease in product sales revenue outpaced the decrease in the related cost of revenues, including inventory write-downs recognized during the period.

 

Operating Expenses

 

Total operating expenses increased to RMB285.8 million (US$42.0 million) for the six months ended June 30, 2026, compared to a total operating income of RMB21.3 million for the same period of 2025.

 

  Selling and marketing expenses increased by 17.0% to RMB3.1 million (US$0.4 million) for the first half of 2026, from RMB2.6 million for the same period of 2025. The increase in selling and marketing expenses was primarily due to the increased marketing and promotional activities undertaken to expand our customer base.

 

  General and administrative expenses increased by 29.5% to RMB27.9 million (US$4.1 million) for the first half of 2026, from RMB21.5 million for the same period of 2025. The increase in general and administrative expenses was primarily due to the increase in professional fees and real estate related taxes.

 

  Research and development expenses increased by 39.8% to RMB4.4 million (US$0.6 million) for the first half of 2026, from RMB3.2 million for the same period of 2025. The increase in research and development expenses was primarily due to the increase in service fees of system development.

 

Change in fair value of cryptocurrencies was a loss of RMB250.5 million (US$36.8 million) for the first half of 2026, compared to a gain of RMB48.6 million for the same period of 2025. The increase in loss from change in fair value of cryptocurrencies was primarily due to the decreased BNB price during the first half of 2026.

 

 

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Profit (loss) from Operations

 

As a result of the foregoing, loss from operations increased to RMB291.7 million (US$42.8 million) for the first half of 2026, compared to a profit of RMB10.6 million for the same period of 2025.

 

Other Expenses

 

Total other expenses was RMB25.0 million (US$3.7 million) for the first half of 2026, compared to RMB22.4 million for the same period of 2025. The change was mainly due to (1) loss from change in fair value of short-term investments was RMB16.1 million (US$2.4 million), compared to nil for the same period of 2025, the change was due to a decline in the market price of the invested stock ; (2) loss from change in fair value of derivative assets was RMB2.8million (US$0.4 million) compared to nil for the same period of 2025, the change was due to company entered into decumulator agreements with third parties from March 2026; (3) Change in fair value of borrowings denominated in cryptocurrencies was nil for the first half of 2026, compared to RMB18.5 million for the same period of 2025. The change was due to the issuance of convertible bonds denominated in bitcoin in 2025, which was repaid before December 31, 2025.

 

Net Loss

 

Net loss was RMB316.7 million (US$46.5 million) for the first half of 2026, compared with RMB11.8 million in the same period of 2025.

 

Basic and Diluted Loss Per Ordinary Share attributable to Nano Labs Ltd

 

Basic and diluted loss per share was RMB13.65 (US$2.00) for the first half of 2026, compared with basic and diluted loss per share of RMB0.43 for the same period of 2025.

 

Liquidity and Capital Resources

 

Our primary source of liquidity historically has been cash generated from our business operations, equity contributions from our shareholders and borrowings, which have historically been sufficient to meet our working capital and capital expenditure requirements.

 

As of December 31, 2025 and June 30, 2026, we had RMB8.5 million and RMB9.0 million (US$1.3 million) in cash and cash equivalents, respectively. Our cash and cash equivalents primarily consist of cash in bank and highly liquid investments placed with banks, which are unrestricted to withdrawal and use and have original maturities of less than three months.

 

In August 2022, we were granted a credit line of up to RMB100 million from a commercial bank with a mortgage of our 50-year right to use a parcel of land with an area of 49,452 square meters located in Shaoxing, China. In June 2023, the credit line was increased to a maximum amount of RMB148 million, with guarantee provided by Mr. Jianping Kong, the principal shareholder, chairman and chief executive officer starting from July 2023. In April 2024, the credit line was increased to a maximum amount of RMB198 million, with additional pledge by our buildings with area of 123,507 square meters located in Shaoxing, China. As of the date of this report, we have a balance of borrowing of approximately RMB183.7 million (US$27.0 million) under the credit line.

 

The Company also continued advancing its digital asset reserve strategy. Based on its long-term assessment of the digital asset market and the broader blockchain ecosystem, management has incorporated digital assets as a strategic component of the Company’s capital allocation framework. As of the date of this interim report and as of June 30, 2026, the company held long-term strategic holdings of 70,000 BNBs and the rest of BNBs as short-term liquid holding, which will provide a supplementary source of liquidity for the company’s working capital needs.

 

We believe that our existing cash and cash equivalents and cryptocurrency holdings will be sufficient to meet our anticipated cash needs for general corporate purposes for the next 12 months from the date of this interim report. However, the exact amount of proceeds we use for our operations and expansion plans will depend on the amount of cash generated from our operations and any strategic decisions we may make that could alter our expansion plans and the amount of cash necessary to fund these plans. We may, however, decide to enhance our liquidity position or increase our cash reserve for future investments through additional capital and finance funding. We may need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

 

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Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, may materially affect our financial condition and results of operations.

 

The following table sets forth our selected consolidated cash flow data for the periods indicated:

 

   Six Months Ended June 30, 
   2025   2026 
   RMB   RMB   US$ 
   (Unaudited)   (Unaudited)   (Unaudited) 
Net cash used in operating activities   (50,782,563)   (55,897,216)   (8,207,024)
Net cash provided by investing activities   7,386,082    88,397,356    12,978,807 
Net cash provided by (used in) financing activities   375,865,745    (33,202,943)   (4,874,971)
Effect of exchange rate on cash, cash equivalents and restricted cash   (1,410,129)   (189,836)   (27,873)
Net increase (decrease) in cash, cash equivalents and restricted cash   331,059,135    (892,639)   (131,061)
Cash, cash equivalents and restricted cash at the beginning of the period   32,849,803    9,850,152    1,446,234 
Cash, cash equivalents and restricted cash at the end of the period   363,908,938    8,957,513    1,315,173 

 

Operating Activities

 

Net cash used in operating activities for the six months ended June 30, 2026 was RMB55.9 million (US$8.2 million), which primarily reflected our net loss of RMB316.7 million (US$46.5 million) as mainly adjusted for (1) Loss from change in fair value of cryptocurrencies of RMB250.5 million (US$36.8 million), (2) Loss from change in fair value of short-term investments of RMB16.1 million (US$2.4 million), (3) inventory write-down of RMB10.1 million (US$1.5 million), which was primarily due to the downward adjustment on the book value of a portion of our inventories, (4) depreciation and amortization expenses of RMB5.9 million (US$0.9 million), (5) non-cash adjustment of other income of RMB2.0 million (US$0.3 million) and changes in working capital. Adjustment for changes in working capital primarily consisted of (1) decrease in other current liabilities of RMB6.0 million (US$0.9 million), (2) decrease in advance from customers of RMB6.3 million (US$0.9 million), (3) decrease in accounts payable of RMB6.7 million (US$1.0 million), and (4) increase in prepayments of RMB1.8 million (US$0.3 million), partially offset by decrease in other current assets and non-current assets of RMB2.9 million (US$0.4 million).

 

Net cash used in operating activities for the six months ended June 30, 2025 was RMB50.8 million, which primarily reflected our net loss of RMB11.8 million as mainly adjusted for (1) Gain from change in fair value of cryptocurrencies of RMB48.6 million, (2) Loss from change in fair value of borrowings denominated in cryptocurrencies of RMB18.5 million, (3) inventory write-down of RMB5.7 million, which was primarily due to the downward adjustment on the book value of a portion of our inventories, (4) depreciation and amortization expenses of RMB5.5 million, and changes in working capital. Adjustment for changes in working capital primarily consisted of (1) decrease in other current liabilities of RMB11.5 million, (2) increase in inventories of RMB11.7 million, (3) increase in prepayments of RMB4.1 million, and (4) decrease in advance from customers of RMB3.3 million, partially offset by (1) increase in accounts payable of RMB6.0 million and (2) decrease in other current assets of RMB4.2 million.

 

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Investing Activities

 

Net cash provided by investing activities for the six months ended June 30, 2026 was RMB88.4 million (US$13.0 million), mainly attributable to (1) the proceeds from disposal of cryptocurrencies of RMB71.8 million (US$10.5 million), (2) cash received from derivative assets settlement of RMB10.9 million (US$1.6 million), (3) proceeds from sales of short-term investments of RMB5.7 million (US$0.8 million).

 

Net cash provided by investing activities for the six months ended June 30, 2025 was RMB7.4 million, mainly attributable to (1) the proceeds from disposal of cryptocurrencies of RMB7.9 million and (2) the proceeds from disposal of property, plant and equipment of RMB2.1 million, partially offset by the purchase of investment of RMB2.0 million.

 

Financing Activities

 

Net cash used in financing activities for the six months ended June 30, 2026 was RMB33.2 million (US$4.9 million), mainly attributable to (1) repayments of bank loans of RMB23.4 million (US$3.4 million), (2) payments to repurchase of shares of RMB18.0 million (US$2.6 million), partially offset by the proceeds from bank loans of RMB8.3 million (US$1.2 million).

 

Net cash generated from financing activities for the six months ended June 30, 2025 was RMB375.9 million, mainly attributable to (1) the proceeds from issuance of ordinary shares and warrants of RMB357.0 million and (2) proceeds from bank loans of RMB21.2 million, partially offset by repayments of bank loans of RMB2.7 million.

 

Capital Expenditures

 

The Company did not incur material capital expenditures for the six months ended June 30, 2025 and 2026.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

 

Critical Accounting Policies and Estimates

 

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.

 

We prepare our financial statements in conformity with the U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. We have determined that we have no critical accounting policies and estimates during the six months ended June 30, 2026.

 

Cautionary Statement Regarding Forward-Looking Statements

 

We have made statements in this report that constitute forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “could” and similar expressions. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

 

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These forward-looking statements include statements about:

 

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. Many factors could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Consequently, you should not place undue reliance on these forward-looking statements.

 

The forward-looking statements speak only as of the date on which they are made; and, except as required by law we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

 

In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The forward-looking statements included in this report relate to, among others:

 

  our goals and strategies;

 

  our business and operating strategies and plans for the development of existing and new businesses, ability to implement such strategies and plans and expected time;

 

  our future business development, results of operations and financial condition;

 

  expected changes in our revenue, costs or expenditures;

 

  our expectations regarding demand for and market acceptance of our products and services;

 

  our projected markets and growth in markets;

 

  our potential need for additional capital and the availability of such capital;

 

  competition in our industry;

 

  relevant government policies and regulations relating to our industry;

 

  general economic and business conditions in China and globally;

 

  our use of the proceeds;

 

  the length and severity of the COVID-19 pandemic and its impact on our business and industry; and

 

  assumptions underlying or related to any of the foregoing.

 

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update this forward-looking information. Nonetheless, we reserve the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this interim report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

 

 

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