Northann Corp SEC Filings

Northann Corp. (NCL) reported an initial insider ownership filing. A director filed a Form 3 stating no securities are beneficially owned as of the event date 01/01/2025. The filing was made by one reporting person.

This is an administrative disclosure under Section 16 and does not reflect any transaction, pricing, or proceeds. It simply establishes the insider’s starting ownership position as zero at the time indicated.

Northann Corp. implemented a 1-for-8 reverse stock split of its common stock and Series A preferred stock, effective October 7, 2025 at 16:30 ET. Every eight shares were combined into one share, with fractional shares rounded up to full shares so that holders will not receive cash for fractions. The reverse split does not change any holder's percentage ownership, voting power, or the par value of common and preferred stock. The common stock will trade on a split-adjusted basis on the NYSE American under the existing symbol NCL beginning at the open on October 8, 2025. A new CUSIP 66373M 408 was assigned in connection with the reverse split.

Northann Corp. filed an S-1 registering shares held by existing investors and disclosing corporate, operational and China-related risks. The prospectus registers up to 40,000,000 common shares issuable March 31, 2025 under the Oneflow SPA (five investors, up to 8,000,000 each) and up to 80,000,000 common shares issuable September 3, 2025 under the X29 SPA (five investors, up to 16,000,000 each). The offering is a resale registration by selling stockholders and the company will receive no proceeds from those resales. Management notes concentrated revenue by geography: 99.6% of revenue came from U.S. customers for the six months ended June 30, 2025 and for 2024. The company disclosed PRC legal and regulatory risks, including cybersecurity oversight, restrictions on cross-border capital flows, potential impacts from increased PRC oversight of overseas offerings, and the risk of delisting under U.S. laws if PCAOB inspections are impeded. Corporate governance items include a multi-class structure with Series A Preferred carrying ten votes per share and recent equity restructurings. The Audit Committee appointed LAO Professionals as independent registered public accountants for 2024 and 2025 audits.

Northann Corp. will implement an 8-for-1 reverse stock split effective October 7, 2025, so every eight shares of Common or Preferred Stock issued and outstanding will be converted into one share. The split will be applied uniformly to all outstanding Common and Preferred shares using the same exchange ratio.

The company will amend its charter and the Certificate of Designation for Preferred Stock to reflect the split while leaving the number of authorized shares and the par value unchanged. Fractional shares resulting from the conversion will be rounded up so that each affected stockholder receives the additional fraction necessary to hold a whole share.

Northann Corp. closed a previously announced private placement with X29 LLC (lead) and four passive investors, issuing an aggregate 80,000,000 shares of common stock on September 3, 2025. The closing price was set at $0.14284 per share based on the five-day average prior to the closing, and each purchaser wired $2,285,440 as payment. After the issuance the company reported 175,464,400 shares outstanding. The company stated it intends to use the proceeds for working capital. Shareholder approval and NYSE American approval had been obtained earlier.

Northann Corp. (NCL) notified the SEC via Form 12b-25 that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The company said it could not obtain the necessary review of the Form 10-Q and requires additional time to compile and verify required data. It states all other periodic reports in the prior 12 months are current and that it does not anticipate a significant change in results. Contact: Lin Li, CEO, (916) 573 3803.