[10-K/A] Northann Corp. Amends Annual Report

Rhea-AI Filing Summary

Form 4 filing overview: Clover Health Investments (CLOV) reported insider activity by Jamie L. Reynoso, listed as “CEO, Medicare Advantage.” On 30 June 2025 Ms. Reynoso earned 217,523 Class A shares through the final tranche of a March 16 2023 performance-based RSU award. To satisfy withholding taxes, the company automatically sold 85,596 shares at $2.79 per share. After the automatic sale, Ms. Reynoso’s direct ownership stands at 3,328,328 Class A shares, up roughly 132 k shares versus the prior balance.

• Nature of transaction: “A” code denotes acquisition from equity award; “F” code denotes shares withheld for taxes—neither represents an open-market trade.
• Cost basis: RSUs were settled at no cash cost to the insider; only the tax-withholding sale carries a market price.
• Alignment impact: The executive retains a sizable equity stake (≈3.3 million shares), reinforcing incentive alignment, but no new cash investment was made.

Overall, the filing reflects routine equity-compensation vesting and related tax withholding rather than a discretionary buy or sell decision. Market impact is expected to be neutral barring other catalysts.

Positive

• Executive ownership rises by ~132,000 shares, increasing alignment with shareholders.
• Performance-based vesting suggests the company met or exceeded predefined targets tied to the 2023 RSU grant.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU vesting—neutral impact; insider’s stake increases, no open-market buying.

The 217.5 k share addition arises from a scheduled performance-based RSU vesting. The automatic 85.6 k-share sale merely covers payroll taxes. Net beneficial ownership growth of ~132 k shares (≈4 % of her prior holdings) is not large enough to signal a strong incremental vote of confidence, but it modestly enhances alignment. Because there is no discretionary purchase or sale, I view the filing as informational, not directional. Trading volume impact should be minimal.

Corporate Governance Expert

TL;DR: Performance-based vesting confirms compensation plan progression; governance concerns minimal.

The disclosure shows Clover Health’s incentive structure functioning as designed: shares vest only after performance hurdles, with automatic tax withholding to avoid insider liquidity strain. The executive’s continued sizable ownership (3.3 M shares) exceeds common ownership guidelines, fostering shareholder alignment. There are no indications of problematic timing, 10b5-1 usage, or unusual dispositions. Therefore, the governance signal is neutral-to-slightly-positive, but not materially impactful to valuation.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission file number: 001-41816

NORTHANN CORP.

(Exact name of registrant as specified in its charter)

Nevada	88-1513509
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2251 Catawba River Rd Fort Lawn, SC	29714
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (916) 573 3803

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, with par value of $0.001		NCL		NYSE American

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes    No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes    No  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes    No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			Accelerated filer	
Non-accelerated filer			Smaller reporting company	
			Emerging growth company	

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.    

Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D(b).  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes    No  

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 28, 2024, the last business day of the registrant's most recently completed second fiscal quarter, was $ 2,335,761 based upon the closing price reported for such date on the NYSE American.

On June 30, 2025, the registrant had 95,464,400 shares of common stock and 5,000,000 shares of Series A Preferred Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K of Northann Corp. (the “Company”) for the fiscal year ended December 31, 2024, initially filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2025 (the “Original Filing”), is being filed to add to the Original Filing the Report of LAO Professionals (“New Auditor Report”), on our consolidated financial statements as of December 31, 2024, which was inadvertently omitted from the Original Filing. The Company had received the manually signed New Auditor Report from LAO Professionals prior to filing the Original Filing. This Amendment includes Item 8, “Financial Statements and Supplemental Data” in its entirety and without change from the Original Filing other than the addition of the New Auditor Report as the new page F-3, and the updating of page references.

In addition, pursuant to the rules of the SEC, the exhibit list included in Item 15 of Part IV of the Original Filing has been amended to contain currently-dated certifications from the Company’s Chief Executive and Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002, and currently-dated certifications from the Company’s Chief Executive and Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002. The certifications of the Company’s Chief Executive and Financial Officer are filed as exhibits to this Amendment.

Additionally, the Commission file number set out on the cover page in the Original Filing was inaccurate due to an inadvertent clerical error, and the Company is also filing this Amendment to reflect the accurate Commission file number.

This Form 10-K/A does not reflect events occurring after the Original Filing and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Original Filing. The filing of this Form 10-K/A should not be understood to mean that any statements contained in the Original Filing, as amended by this Form 10-K/A, are true or complete as of any date subsequent to the date of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing and with our filings made with the SEC subsequent to July 1, 2025, if any.

PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The information required by this item appears beginning on page F-1 following the signature pages of this report and is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES

Exhibit Number		Description
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
3.2		Certificate of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.2 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
3.3		Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.3 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
3.4		Certificate of Amendment to the Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.4 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
3.5		Bylaws (incorporated by reference to Exhibit 3.5 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
4.5		Description of Securities (incorporated by reference to Exhibit 4.5 of our Annual Report on Form 10-K (File No. 001-41816), filed with the Securities and Exchange Commission on July 1, 2025)
10.1		Employment Agreement between the Company and Lin Li dated July 1, 2022 (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
10.2		Employment Agreement between the Company and Kurtis W. Winn dated July 1, 2022 (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
10.3		English translation of the Construction Agreement between NCP and Changzhou Wanyuan Construction Engineering Co., dated July 26, 2021 (incorporated by reference to Exhibit 10.12 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
10.4		English Translation of Form of Loan Agreement by and between NCP and Industrial and Commercial Bank of China dated June 4, 2024 (Contract No. 2024 (Wujin) Zi 00690) (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form S-1 (File No. 333-284033), as amended, initially filed with the Securities and Exchange Commission on January 14, 2025)
10.5		English Translation of Form of Loan Agreement by and between NCP and Industrial and Commercial Bank of China dated June 4, 2024 (Contract No. 2024 (Wujin) Zi 00957) (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form S-1 (File No. 333-284033), as amended, initially filed with the Securities and Exchange Commission on January 14, 2025)
10.6		English Translation of Loan Agreement by and between NCP and Jiangnan Rural Commercial Bank entered on March 26, 2020 (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form S-1 (File No. 333-284033), as amended, initially filed with the Securities and Exchange Commission on January 14, 2025)
10.7		2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
10.8		Lease Agreement, dated July 26, 2024  and amended as of August 5, 2024,  among Northann Corp. and SKY SC LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on August 5, 2024)

3

10.9		Share Purchase Agreement, dated as of October 11, 2024, by and between Northann Corp .and Chuntao Li (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on October 15, 2024)
10.10		Share Purchase Agreement by and between the Company and Jianquan Xu dated November 13, 2024 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on November 15, 2024)
10.11		First Amendment of Lease, dated November 19, 2024, among Northann Corp. and SKY SC LLC (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the SEC on November 21, 2024)
10.12		Financing and Strategic Planning Advisory Agreement by and between the Company and Linkun Investment LLC dated December 4, 2024 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on December 5, 2024)
10.13		Business Development Agreement by and between the Company and CAKL Holdings Sdn Bhd dated December 4, 2024 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the SEC on December 5, 2024)
10.14		Technical Service Agreement by and between the Company and San River International Sdn Bhd dated December 4, 2024 (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed with the SEC on December 5, 2024)
10.15		Form of Share Purchase Agreement by and between the Company and Oneflow LLC as the lead investor and other investors dated December 6, 2024 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on December 6, 2024)
10.16		Form of Registration Rights Agreement by and between the Company and Oneflow LLC as the lead investor and other investors dated December 6, 2024 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the SEC on December 6, 2024)
10.17		Form of Share Purchase Agreement by and between the Company and X29 LLC as the lead investor and other investors dated December 6, 2024 (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed with the SEC on December 6, 2024)
10.18		Form of Registration Rights Agreement by and between the Company and X29 LLC as the lead investor and other investors dated December 6, 2024 (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed with the SEC on December 6, 2024)
10.19		Form of Share Purchase Agreement by and between the Company and Caitlin Xu Kang as the lead investor and other investors dated December 20, 2024 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on December 23, 2024)
10.20		EB-5 Loan Agreement dated January 21, 2025, between 3D PRINTING DEV, LLC and 3DFLOR OPPORTUNITY, LP (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on March 5, 2025)
10.21		Promissory Note issued by 3D PRINTING DEV, LLC on January 27, 2025 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the SEC on March 5, 2025)
10.22		Membership Interest Pledge Agreement dated January 27, 2025, by and among Benchwick LLC, 3DFLOR OPPORTUNITY, LP and 3D PRINTING DEV, LLC (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed with the SEC on March 5, 2025)
14.1		Code of Business Conduct and Ethics of the Company (incorporated by reference to Exhibit 10.16 of our Registration Statement on Form S-1 File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
14.2		Insider Trading Policy (incorporated by reference to Exhibit 14.2 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 of our Annual Report on Form 10-K (File No. 001-41816), filed with the Securities and Exchange Commission on July 1, 2025)
23.1		Consent of WWC, P.C. (incorporated by reference to Exhibit 23.1 of our Annual Report on Form 10-K (File No. 001-41816), filed with the Securities and Exchange Commission on July 1, 2025)
23.2		Consent of LAO Professionals(incorporated by reference to Exhibit 23.2 of our Annual Report on Form 10-K (File No. 001-41816), filed with the Securities and Exchange Commission on July 1, 2025)

4

31.1*		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2*		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer
32.1*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Clawback Policy (incorporated by reference to Exhibit 97.1 of our Annual Report on Form 10-K filed with the SEC on April 15, 2024)
99.1		Audit Committee Charter (incorporated by reference to Exhibit 99.2 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
99.2		Nominating Committee Charter (incorporated by reference to Exhibit 99.3 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
99.3		Compensation Committee Charter (incorporated by reference to Exhibit 99.44 of our Registration Statement on Form S-1 (File No. 333-273246), as amended, initially filed with the Securities and Exchange Commission on July 14, 2023)
101.INS*		XBRL INSTANCE DOCUMENT
101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith

5

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NORTHANN CORP.
Dated:  July 2, 2025	By:	/s/ Lin Li
		Lin Li
		Chairman of the Board, Chief Executive Officer, President, Secretary, and Treasurer

6

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements for the Fiscal Years Ended December 31, 2024 and 2023
Reports of Independent Registered Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-4
Consolidated Statements of Income and Comprehensive Income (Loss) for the Years Ended December 31, 2024 and 2023	F-5
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024 and 2023	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-7
Notes to Consolidated Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Northann Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Northann Corp. (the ‘Company’) as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the results of its consolidated operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company suffered an accumulated deficit of $(9,693,818) and a net loss of $(4,379,875). These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 1 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Impairment of intangible assets

Description of the Matter

As discussed in Note 1 to the consolidated financial statements, intangible assets including goodwill are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company measured the fair value of these intangible assets based on projected cash flows and combined with other qualitative factors, the Company determined that some portion of the intangible assets are impaired as of December 31, 2024.

Auditing the Company’s annual impairment test related to these intangible assets was complex due to the estimation uncertainty in determining their fair values. The significant assumptions used to estimate the fair value of these intangible assets included forecasted sales and discount rates. These assumptions are forward-looking which can vary significantly and depend on market forces and events outside of the Company’s control.

How We Addressed the Matter in Our Audit

To test the estimated fair value of these intangible assets, our audit procedures included, among others, evaluating the valuation methodology used, the significant assumptions discussed above, and the underlying data used by the Company. Such data includes historical sales and projections. We reviewed the assumptions and data provided by management and concluded that the impairment recorded was reasonable.

/S/ Lateef Awojobi

LAO PROFESSIONALS

(PCAOB ID 7057)

Lagos, Nigeria

We have served as the Company’s auditor since 2025.

June 30, 2025

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Stockholders of Northann Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Northann Corp. and its subsidiaries (collectively the “Company”) as of December 31, 2023, and the related consolidated statements of income and comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2022, the Company had a working capital deficit that factors gave rise to substantial doubt that the Company would continue as a going concern. As of December 31, 2023, the Company had net positive stockholders’ equity position, but the Company still had a working capital deficit; accordingly, the Company had not alleviated the substantial doubt that it would continue as a going concern. Management closely monitors the Company’s financial position and result of operations and has prepared a plan that includes raising additional capital and implementing improvements to increase profitability to address this substantial doubt. Details of this plan are also found in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

WWC, P.C.

Certified Public Accountants

PCAOB ID: 1171

We have served as the Company’s auditor since 2021.

San Mateo, California

April 15, 2024

F-3

NORTHANN CORP. 

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2024 AND 2023

(In U.S. dollars)

		2024				2023
ASSETS
CURRENT ASSETS
Cash		$	245,164			$	1,101,443
Restricted cash			-				3,771
Accounts receivable, net			3,106,561				2,615,458
Inventory, net			1,995,611				2,645,488
Prepayments			490,948				311,402
Other receivables and other current assets			74,984				127,313
Total current assets			5,913,268				6,804,875
NON-CURRENT ASSETS
Property, plant and equipment, net			3,894,434				4,724,105
Construction in progress			1,258,701				962,338
Intangible assets, net			977,986				1,030,982
Operating lease right-of-use assets, net			1,822,266				87,380
Security deposits			9,030				9,030
Total non-current assets			7,962,417				6,813,835
TOTAL ASSETS		$	13,875,685			$	13,618,710
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Bank borrowings - current			4,699,081				5,689,721
Operating lease liabilities, current			355,754				31,413
Accounts and other payables and accruals			2,600,469				4,538,322
Taxes payable			601,317				608,679
Unearned revenue			-				1,084,484
Amounts due to related parties			1,416,432				302,943
Obligation under secured borrowing arrangement			-				599,664
Total current liabilities			9,673,053				12,855,226
Bank borrowings – non-current			136,947				124,905
Operating lease liabilities, – non-current			1,466,512				55,967
Total non-current liabilities			1,603,459				180,872
TOTAL LIABILITIES		$	11,276,512			$	13,036,098
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, 100,000,000 shares authorized – Series A, $0.001 par value, 20,000,000 shares designated, 5,000,000 shares issued and outstanding as of December 31, 2024 and 2023*			5,000				5,000
Common stock, $0.001 par value, 400,000,000 shares authorized, 55,464,000 and 21,380,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively*			55,464				21,380
Subscription receivable			(1,375,000	)			(25,000	)
Accrued compensation expense			(2,927,250	)
Additional paid-in capital			15,487,165				6,671,016
Accumulated deficits			(9,693,818	)			(5,313,943	)
Accumulated other comprehensive loss			1,047,612				(775,841	)
Total stockholders’ equity			2,599,173				582,612
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	13,875,685			$	13,618,710

The accompanying notes are an integral part of these consolidated financial statements.

* Retrospectively restated for the effect of 2-for-1 reverse stock split. (Note 18)

F-4

NORTHANN CORP. 

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In U.S. dollars)

		2024				2023
REVENUES		$	15,349,854			$	13,971,729
COST OF REVENUES			11,370,028				12,744,474
GROSS PROFIT			3,979,826				1,214,364
OPERATING EXPENSES
Selling expenses			1,071,633				1,158,467
General and administrative expenses			3,798,777				2,920,303
Research and development expenses			783,356				1,899,299
Total operating expenses			5,653,766				5,978,069
LOSS FROM OPERATIONS			(1,673,940	)			(4,763,705	)
OTHER INCOME (EXPENSE)
Interest expense			(470,900	)			(1,709,983	)
Amortization of debt discounts			-				(645,576	)
Other income			306,404				1,052
Other expenses			(32,371	)			-
Impairment loss on goodwill			(2,507,455	)			-
Interest income			120				-
Total other expenses, net			(2,704,202	)			(2,354,507	)
LOSS BEFORE TAXES			(4,378,142	)			(7,118,212	)
Income tax expense			(1,733	)			(14,361	)
NET LOSS			(4,379,875	)			(7,132,573	)
Other comprehensive income (loss):
Foreign currency translation adjustment			1,823,453				(5,950	)
Total comprehensive loss			(2,556,422	)			(7,138,523	)
Basic and diluted loss per share		$	(0.17	)		$	(0.35	)
Weighted average number of shares of common stock outstanding – basic			26,267,990				20,278,226
Weighted average number of shares of common stock outstanding –diluted			26,267,990				20,278,226

The accompanying notes are an integral part of these consolidated financial statements.

F-5

NORTHANN CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In U.S. dollars)

		Preferred Stock –
		Series A								Common Stock
		Number of shares*				Amount				Number of shares*				Amount				Subscription receivable				Additional paid in capital				Retained earnings				Accumulated other comprehensive loss				Total
Balance, December 31, 2022			5,000,000				5,000				20,000,000				20,000				(25,000	)		$	925,000				1,818,630				(769,891	)		$	1,973,739
Net loss			-				-				-				-				-								(7,132,573	)			-				(7,132,573	)
Foreign currency translation adjustment			-				-				-				-				-				-				-				(5,950	)			(5,950	)
Warrants			-				-				-				-				-								-				-
Issuance of ordinary shares upon the completion of the IPO											1,380,000				1,380								5,746,016												5,747,396
Balance, December 31, 2023			5,000,000				5,000				21,380,000				21,380				(25,000	)		$	6,671,016				(5,313,943	)			(775,841	)			582,612
Net loss																											(4,379,875	)							(4,379,875	)
Issuance of common stock											34,084,000				34,084				(1,350,000	)			8,816,149												7,500,233
Accrued compensation expense																							(2,927,250	)											(2,927,250	)
Foreign currency translation adjustment																															1,823,453				1,823,453
Balance, December 31, 2024			5,000,000				5,000				55,464,000				55,464				(1,375,000	)			12,559,915				(9,693,818	)			1,047,612				2,599,173

The accompanying notes are an integral part of these consolidated financial statements.

* Retrospectively restated for the effect of 2-for-1 reverse stock split. (Note 18)

F-6

NORTHANN CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In U.S. dollars)

		2024				2023
Cash flows from operating activities
Net loss		$	(4,379,875	)		$	(7,132,573	)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Allowance for doubtful accounts			-				13,891
Depreciation and amortization			645,493				680,166
Impairment of Property, plant and equipment			-				-
Inventory write down			-				-
Impairment of goodwill			2,507,455				-
Income from settlement of convertible notes			(250,000	)			-
Share-based compensation			2,042,105				-
Changes in assets and liabilities
Accounts receivable			(491,103	)			(1,186,720	)
Other receivables			52,328				(16,019	)
Prepayments			(179,546	)			(74,835	)
Inventory			649,877				1,916,878
Right of use assets			(1,734,886	)			(69,140	)
Accounts payable			(41,968	)			(2,381,174	)
Accruals and other payables			(711,533	)			1,827,143
Unearned revenue			(1,084,484	)			1,084,197
Payroll payable			5,888				51,483
Taxes payable			(7,362	)			538,403
Accrued interest			9,234				444
Operating leases			1,734,886				69,140
Net cash used in operating activities			(1,233,491	)			(4,678,716	)
Cash flows from investing activities
Payments for construction			(296,363	)			-
Net cash used in investing activities			(296,363	)			-
Cash flows from financing activities
Proceeds from bank borrowings			726,099				-
Payment of  Bank Loan			(1,704,697	)			(1,307,808	)
Amount received from secured borrowing arrangement			-				599,664
Payment of secured borrowing arrangement			(844,900	)			-
Settlement of convertible notes			(500,000	)			-
Amounts received from related party			1,136,913				118,883
Net proceeds from issuance of ordinary shares upon IPO			-				5,965,750
Net cash (used in) provided by financing activities			(1,186,585	)			5,376,489
Effect of exchange rates on cash			1,856,389				152,506
Net change in cash and restricted cash			(860,050	)			850,279
Cash and restricted cash at beginning of year			1,105,214				254,935
Cash and restricted cash at end of year		$	245,164			$	1,105,214
Supplemental of cash flow information
Cash paid for interest expenses		$	246,140			$	255,229
Cash paid for income tax		$	120,525			$	286,762

The accompanying notes are an integral part of these consolidated financial statements.

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31 2024 AND 2023

(In U.S. dollars)

1. ORGANIZATION AND BUSINESS

The Company commenced operations in August 2013 with the establishment of Northann Building Solutions LLC. (“NBS”) in Delaware. In December 2013, Northann (Changzhou) Construction Products Ltd (“NCP”) was established in China. All of its products were manufactured through NCP.

In March 2014, Benchwich Construction Products Ltd (“Benchwick”) was established in Hong Kong. All wholesales to distributors are conducted through Benchwick.

In April 2014, Changzhou Macro Merit International Trading Co., Ltd. (“MARCO”) was established in China. All the import/export of our products are conducted through MARCO.

In February 2016, Northann Distribution Center Inc. (“NDC”) was established in California. NDC is a distribution center in the United States and maintains a small inventory for retail sales.

In September 2017, Changzhou Ringold International Trading Co., Ltd. (“Ringold”) was established in China. All of the raw material are procured from third parties through Ringold.

In September 2018, Crazy Industry (Changzhou) Industry Technology Co., Ltd. (“Crazy Industry”) was established in China. Crazy Industry is the research and development hub.

In June 2020, Dotfloor Inc. (“Dotfloor”) was established in California. Dotfloor operates dotfloor.com, the online store that offers our vinyl flooring products to retail customers in the United States.

In March 2022, Northann Corp. (“Northann”), the current ultimate holding company, was incorporated in Nevada as part of the restructuring transactions in contemplation of our initial public offering. In connection with its incorporation, in April 2022, we completed a share swap transaction and issued common stock and Series A Preferred Stock of Northann to the then existing shareholders of NBS, based on their then respective equity interests held in NBS. NBS then became our wholly owned subsidiary.  In accordance to ASC 805-50-30-5 and ASC 805-50-45-1 through 45-5, the series of restructuring transactions have been accounted for as transactions between entities under common control; accordingly, the Company’s historical capital structure has been retroactively restated to the first period presented. 

On October 23, 2023, the Company consummated the initial public offering (the “IPO”) of 1,200,000 shares of common stock, par value $0.001 per share at an offering price of $5.00  per share. On October 25, 2023, the underwriters of the IPO fully exercised the over-allotment option granted by the Company and purchased additional 180,000 shares of Common Stock at $5.00 per share. The closing of the Over-Allotment Option took place on October 26, 2023.

In October and November 2024, the Company acquired Cedar Modern Limited and Raleigh Industries Limited (Note 3).

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2024, the Company had a working capital deficit of $3,754,617 and net cash provided by operating activities of only $1,214,139 for the year ended December 31, 2024. The Company may not have adequate liquidity to remain solvent and settle its obligations when payment become due; these factors gave rise to substantial doubt that the Company would continue as a going concern. Management is closely monitoring its financial position, especially its working capital and cash position, as well as its gross profit margins where its positive results of operations will allow the Company to continue as going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

Use of Estimates

The preparation of these consolidation financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.

F-8

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The pandemic may impact Company’s future estimates including, but not limited to, our allowance for doubtful accounts, inventory valuations, fair value measurements, asset impairment charges. It is not possible for the Company to predict the duration or magnitude of the adverse results of the pandemic and its effects on its business or results of operations at this time.

Basis of Consolidation

The consolidated financial statements include the financial statements of the Company.

Revenue Recognition

The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation.

Revenue for sales of products which are primarily comprised of hardwood floors and three-dimensional printed flooring are recognized at the time of delivery of the products set forth in contracts with customers. At the time of delivery, physical and legal control of the asset is passed from the Company to its customer, at which time the Company believes it has satisfied the single performance obligation to complete a sales transaction in order to recognize revenue. The Company’s contracts do not allow for returns, refunds, or warranties; however, it is customary in the industry to manufacturers to ship a small portion of extra product to allow for product quality issues. Also, as matter of good business practice, under very specific situations, the Company has historically agreed to provide minor discounts to customers who made complaints on products purchased. The Company has recorded these costs as period expenses when incurred as the Company is not able to reliably estimate such future expenses.

Revenues are recognized when control of the promised goods or services is transferred to our customers, which may occur at a point in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Practical expedients and exemption

The Company has not incurred any costs to obtain contracts and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

The Company typically enters into agreements with its customers where its set forth the product to be sold, the price, payment terms, and any antecedent terms such as shipping and delivery specifications; these terms and conditions are most typically specified in purchase order issued by its customers to the Company. The Company typically recognizes revenue at point in time, which is when physical possession and legal title are transferred to the customer, this may be a shipping port or a specified destination; at this point the Company reasonably expect to paid for the product, or in the event where it was paid advance, the Company’s performance obligations have been satisfied and those funds are considered earned by the Company. If the Company sells products on account to customers, they are typically paid within 90 days. Any funds received in advance for the products yet to be transferred to its customer are contract liabilities that are recorded as unearned revenue on the Company’s consolidated balance sheets. $1,925,349 and $1,084,484 were recognized as revenue from unearned revenue during the years ended December 31, 2024 and 2023.

F-9

Taxation

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. 

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017. Certain activities conducted in foreign jurisdictions may result in the imposition of U.S. corporate income taxes on the Company when its subsidiaries, controlled foreign corporations (“CFCs”), generate income that is subject to Subpart F or GILTI under the U.S. Internal Revenue Code beginning after December 31, 2017.

F-10

The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carry backs for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a material impact on its financial statements as of December 31, 2024 and 2023 due to the recent enactment.

The Company accounts for an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities. The Company considers and estimates interest and penalties related to the gross unrecognized tax benefits and includes as part of its income tax provision based on the applicable income tax regulations.

The Company did not accrue any liability, interest or penalties related to uncertain tax positions in the provision for income taxes line of the consolidated statements of operations for the year ended December 31, 2024. The Company had no uncertain tax position for the years ended December 31, 2024 and 2023.

Foreign Currency and Foreign Currency Translation

The functional currency of the Company is the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.

Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of comprehensive loss.

The consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets.

Translation of amounts from RMB and HKD into U.S. dollars has been made at the following exchange rates:

Balance sheet items, except for equity accounts
December 31, 2024			RMB 7.2993 to $1				HKD 7.7677 to $1
December 31, 2023			RMB 7.0827 to $1				HKD 7.8158 to $1
Income statement and cash flows items
For the year ended December 31, 2024			RMB 7.1957 to $1				HKD 7.803 to $1
For the year ended December 31, 2023			RMB 7.0467 to $1				HKD 7.8279 to $1

F-11

Cash

Cash consists of cash on hand and at banks and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased.

Accounts Receivable, Net

Accounts receivable is stated at the historical carrying amount net of allowance for doubtful accounts. The Company determines the allowance for doubtful accounts on an individual basis taking into consideration various factors including but not limited to historical collection experience and creditworthiness of the debtors as well as the age of the individual receivables balance.

Additionally, the Company would make specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use judgment in assessing its collectability.

Allowance for doubtful accounts was nil and nil as of December 31, 2024 and 2023.

Inventories

Inventories consist of raw materials, work-in-process, and finished goods and are stated at lower of cost or net realizable value. Costs are computed under the weighted average method. Net realizable value is determined as estimated selling prices in the ordinary course of business, less reasonably predictable costs to sell. Valuation of inventories is based on currently available information about expected recoverable value. The estimate is dependent upon factors such as market trends, inventory ageing, and historical and forecasted customer demands. Inventory write-down would be recorded as cost of revenues. No inventory write-down was recognized in the year ended December 31, 2024 and 2023.

Long-Lived Assets

Long-lived assets consist primarily of equipment and intangible assets.

Equipment

Equipment is recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the accelerated depreciation method over the estimated useful lives of the assets.

		Estimated useful lives (years)
Office and computer equipment			3-5
Manufacturing equipment			10-20

Expenditure for maintenance and repairs is expensed as incurred.

The gain or loss on the disposal of equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets. The gain or loss on the disposal and impairment of equipment are recognized in general and administrative expenses in the consolidated statements of comprehensive loss. 

Construction in progress

Construction in progress represents property, plant and equipment under construction and pending installation and is stated at cost less accumulated impairment losses, if any. Completed assets are transferred to their respective asset classes and depreciation begins when an asset is ready for its intended use.

Land Use Rights, Net

Land use rights are a form of intangible assets in the PRC. They are recorded at cost less accumulated amortization with no residual value. Amortization of land use rights are computed using the straight-line method over their estimated useful lives.

The estimated useful lives of the Company’s land use rights are as listed below:

		Estimated useful lives (years)
Land use right			50

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination.

Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment issued by the Financial Accounting Standards Board (“FASB”) guidance on testing of goodwill for impairment, the Group first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the fair value of the reporting unit and its carrying amount will be recorded.

Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit.

The Company has only one reporting unit. The Company recorded impairment losses on goodwill of nil and $2,507,455 during the years ended December 31, 2023 and 2024, respectively,

Impairment of Long-lived Assets

In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment loss has been recorded by the Company in the years ended December 31, 2024 and 2023.

F-12

Net earnings per share of common stock

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidation financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

		2024				2023
Net loss		$	(4,379,875	)		$	(7,132,573	)
Weighted average number of shares of common stock outstanding - basic*			26,267,990				20,278,226
Add: potentially dilutive effect of shares issuable upon exercise of warrants			-				-
Weighted average number of shares of common stock outstanding - diluted*			26,267,990				20,278,226
Net loss per ordinary share
-Basic		$	(0.17	)		$	(0.35	)
-Diluted		$	(0.17	)		$	(0.35	)

* Retrospectively restated for the effect of 2-for-1 reverse stock split. (Note 18)

On May 16, 2022, Northann entered into a securities purchase agreement with certain investors, pursuant to which the Company sold the investors convertible debentures in an aggregate principal amount of $1,000,000 that are convertible into shares of common stock of Northann with a 100% warrant coverage to purchase common stock of Northann and such shares underlying the warrants.

Segments

The Company evaluates a reporting unit by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meets the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has only one major reportable segment in the periods presented. The Company’s chief operation decision maker is the Company’s Chief Executive Officer.

Shipping and Handling Costs

Outbound shipping and handling costs are expenses as incurred and charged to the selling expense. Inbound shipping and freight are charged for raw material and components are accounted for as cost of revenues.

F-13

Fair Value of Financial Instruments

U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:

Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – include other inputs that are directly or indirectly observable in the market place.

Level 3 – unobservable inputs which are supported by little or no market activity.

The carrying value of the Company’s financial instruments, including cash, accounts and other receivables, other current assets, accounts and other payables, and other short-term liabilities approximate their fair value due to their short maturities.

In accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.

As of December 31, 2024 and 2023, the Company had no investments in financial instruments.

F-14

Leases

In February 2016, the FASB issued ASU 2016-12, Leases (ASC Topic 842), which amends the leases requirements in ASC Topic 840, Leases. Under the new lease accounting standard, a lessee will be required to recognize a right-of-use asset and lease liability for most leases on the balance sheet. The new standard also modifies the classification criteria and accounting for sales-type and direct financing leases, and enhances the disclosure requirements. Leases will continue to be classified as either finance or operating leases.

The Company adopted ASC Topic 842 using the modified retrospective transition method effective January 1, 2019. There was no cumulative effect of initially applying ASC Topic 842 that required an adjustment to the opening retained earnings on the adoption date nor revision of the balances in comparative periods. As a result of the adoption, the Company recognized a lease liability and right-of-use asset for each of the existing lease arrangement. The adoption of the new lease standard does not have a material impact on the consolidated income statements or the consolidated statements of cash flows.

The Company determines if an arrangement is a lease at inception. The lease payments under the lease arrangements are fixed. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate.

Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company generally uses the base, non-cancelable, lease term when determining the lease assets and liabilities.

Share-based compensation

The Company measures the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the period the employee and non-employee is required to provide service in exchange for the award, which generally is the vesting period. The Company elects to recognize the effect of forfeitures in compensation costs when they occur. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards is reversed.

Recent accounting pronouncements

Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU 2023-07.  The amendments improve reportable segment disclosure requirements. Main provisions include: (1) significant segment expenses—public entities are required to disclose significant segment expenses by reportable segment if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; (2) other segment items—public entities are required to disclose other segment items by reportable segment. Such a disclosure would constitute the difference between reported segment revenues less the significant segment expenses (disclosed) less reported segment profit or loss; (3) multiple measures of a segment’s profit or loss—public entities may disclose more than one measure of segment profit or loss used by the CODM, provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with GAAP measurement principles; (4) CODM-related disclosures—disclosure of the CODM’s title and position is required on an annual basis, as well as an explanation of how the CODM uses the reported measure(s) and other disclosures; (5) entities with a single reportable segment—public entities must apply all of the ASU’s disclosure requirements, as well as all existing segment disclosure and reconciliation requirements in ASC Topic 280, Segment Reporting ; (6) recasting of prior-period segment information to conform to current-period segment information—recasting is required if segment information regularly provided to the CODM is changed in a manner that causes the identification of significant segment expenses to change. The amendments in ASU 2023-07  are effective for all public entities for fiscal years beginning after December 15, 2023. Early adoption is permitted. A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements. The Company adopted this update beginning January 1, 2024.

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The ASU amends ASC 740-10-50-12 to require public business entities (“PBEs”) to disclose a reconciliation between the amount of reported income tax expense (or benefit) from continuing operations and the amount computed by multiplying the income (or loss) from continuing operations before income taxes by the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile. If PBE is not domiciled in the United States, the federal (national) income tax rate in such entity’s jurisdiction (country) of domicile shall normally be used in the rate reconciliation. The amendments prohibit the use of different income tax rates for subsidiaries or segments. Further, PBEs that use an income tax rate in the rate reconciliation that is other than the U.S. income tax rate must disclose the rate used and the basis for using it. The ASU also adds ASC 740-10-50-12A,  which requires entities to annually disaggregate the income tax rate reconciliation between the following eight categories by both percentages and reporting currency amounts: (1) State and local income tax, net of federal (national) income tax effect; (2) Foreign tax effects; (3) Effect of changes in tax laws or rates enacted in the current period; (4) Effect of cross-border tax laws; (5) Tax credits; (6) Changes in valuation allowances; (7) Nontaxable or nondeductible items; (8) Changes in unrecognized tax benefits. PBEs must apply the ASU’s guidance to annual periods beginning after December 15, 2024 (2025 for calendar-year-end  PBEs). Early adoption is permitted. Entities may apply the amendments prospectively or may elect retrospective application. The Company is currently evaluating the impact from the adoption of this ASU on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. The amendments in this update intend to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general and administrative expenses, and research and development). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact from the adoption of this ASU on its consolidated financial statements.

F-15

3. BUSINESS COMBINATION

In October 2024, in order to expand its sales, the Company acquired 100% equity interests of Cedar Modern Limited (“Cedar”) for consideration of 4,484,400 ordinary shares of the Company. Cedar is a trading company incorporated in Hong Kong.

The fair value of assets acquired, liabilities assumed and goodwill resulted for this acquisition are as follows:

			Amount
			US$
Amount due from related party			190,359
Total identifiable assets acquired			190,359
Total liabilities assumed			-
Net identifiable assets acquired			190,359
Number of Class A ordinary shares issued as consideration			4,484,400
Quoted price of Class A ordinary shares on acquisition date			0.168
Total purchase consideration			753,379
Goodwill			563,020

In November 2024, in order to expand its sales, the Company acquired 100% equity interests of Raleigh Industries Limited (“Raleigh”) for consideration of 4,500,000 ordinary shares of the Company. Raleigh is a trading company incorporated in Hong Kong.

The fair value of assets acquired, liabilities assumed and goodwill resulted for this acquisition are as follows:

			Amount
			US$
Amount due from related party			34,402
Total identifiable assets acquired			34,402
Total liabilities assumed			-
Net identifiable assets acquired			34,402
Number of Class A ordinary shares issued as consideration			4,500,000
Quoted price of Class A ordinary shares on acquisition date			0.395
Total purchase consideration			1,777,500
Goodwill			1,743,098

Goodwill is recognized as a result of expected synergies from combining operations of Cedar and Raleigh and the Company as well as other intangible assets that do not qualify for separate recognition. Goodwill is not amortized and is not deductible for tax purposes.

Pro forma results reflecting these two transactions were not presented because both acquirees were not significant to the Company’s consolidated financial results. Since the acquisition date, both Cedar and Raleigh contributed no revenues and no net income or loss to the Company.

F-16

4. RESTRICTED CASH

Restricted cash consist of the following: 

		December 31, 2024				December 31, 2023
Deposit for Bank acceptance bill		$	-			$	3,771
Total		$	-			$	3,771

5. ACCOUNTS RECEIVABLE, NET

Accounts receivable consist of the following:

		December 31, 2024				December 31, 2023
Gross accounts receivable		$	3,106,561			$	2,615,458
Total		$	3,106,561			$	2,615,458

There was no allowance for doubtful accounts recorded as of December 31, 2024, and 2023. 

F-17

6. OTHER RECEIVABLES

Other receivables consist of the following:

		December 31, 2024				December 31, 2023
Deposit and other receivables			74,984				127,313
Total		$	74,984			$	127,313

7. INVENTORY, NET

Inventories, net, consist of the following:

		December 31, 2024				December 31, 2023
Raw materials and components		$	1,517,697			$	1,654,771
Finished goods			477,913				990,717
Inventories, net		$	1,995,611			$	2,645,488

A loan borrowed by the Company from Bank of America is secured by the inventory.

8. EQUIPMENT, NET

Equipment, net consists of the following:

		December 31, 2024				December 31, 2023
Manufacturing equipment			8,315,845				8,790,918
Office equipment			314,748				319,624
Less: Accumulated depreciation			4,736,159				4,386,437
Total		$	3,894,434			$	4,724,105

Depreciation expenses charged to the consolidated statements of operations for the years ended December 31, 2024 and 2023 were $ $625,434  and $657,556, respectively.

9. INTANGIBLE ASSETS, NET

		December 31, 2024				December 31, 2023
Land use right		$	1,087,291			$	1,143,382
Software			23,154				-
less: Accumulated amortization			132,459				112,400
		$	977,986			$	1,030,982

The Company has pledged its land use rights at No. 199, Newtag, Wujin District, Changzhou, Jiangsu Province, China, 213000 to Industrial and Commercial Bank of China Limited as a collateral for securing its loans. 

The expiry date of the land use right is in 2067.

Amortization expenses charged were $22,611 and $20,059 for the years ended December 31, 2023 and 2024, respectively. The Company expects to record amortization expenses of $23,393, $23,393, $23,393, $23,393, and $23,393 for the years ending December 31, 2025, 2026, 2027, 2028, and 2029 and years after, respectively

F-18

10. BANK BORROWINGS

Current

Short-term loans as of December 31, 2024 and 2023 represents bank borrowings of $ $4,699,081 and $5,689,721, respectively obtained from financial institutions in the PRC. The short-term bank borrowings were secured by land use right. The weighted average interest rate for the short-term loans for the years ended December 31, 2024 and 2023 was approximately 4.30% and 4.48%, respectively.

Bank		Loan period				Interest rate				Balance at December 31, 2024				Balance at December 31, 2023
Industrial and Commercial Bank of China			July 13, 2023-July 10, 2024				4.35	%		$				$	1,411,891
Industrial and Commercial Bank of China			June 4, 2024-June 12, 2025				4.35	%			1,369,994				-
Industrial and Commercial Bank of China			July 27, 2023-July 18, 2024				4.35	%			-				1,411,891
Industrial and Commercial Bank of China			June 4, 2024-June 10, 2025				4.35	%			1,369,994					-
Bank of Communications			January 10, 2023-January 10, 2024				4.35	%			-				488,514
Bank of Communications			January 12, 2023-January 12, 2024				4.35	%			-				249,481
BANK OF AMERICA - Line of Credit			April 28, 2022 - April 30, 2024				Prime rate +0.1%				-				857,242
Jiangnan Rural Commercial Bank			May 26, 2020-February 27, 2024				4.79	%			-				381,211
Jiangnan Rural Commercial Bank			May 26, 2020-February 27, 2024				4.79	%			-				889,491
Jiangnan Rural Commercial Bank			February 28, 2024-February 27, 2025				4.79	%			1,232,994				-
Agricultural Bank of China, Changzhou Zhonglou Sub-branch			July 26, 2024-July 25, 2025				3.25	%			726,099				-
Total										$	4,699,081			$	5,689,721

The loan from Bank of America is secured by the Company’s inventory.

Non-current

Bank		Loan period				Interest rate				Balance at December 31, 2024				Balance at December 31, 2023
EIDL Loan			From June 26, 2020 to June 25, 2050				3.75	%			136,947				124,905
Total										$	136,947			$	124,905

F-19

11. BALANCES WITH RELATED PARTY

1) Related party transactions

For the years ended December 31, 2023 and 2024, the Company’s related party provided working capital to support the Company’s operations when needed. The borrowings were unsecured, due on demand, and interest free. The following table summarizes borrowing transactions with the Company’s related party:

2) Related party balances

Accounts

Name of Related Party

Note

December 31, 2024

December 31, 2023

Amount due to related party

Lin Li, Chief Executive Officer and Chairman of the Board

$

1,416,432

$

302,943

All the above balances are due on demand, interest-free and unsecured. The Company used the funds for its operations.

12. EQUITY

Preferred Stock

The Company is authorized to issue 500,000,000 shares of capital stock, consisting of 400,000,000 shares of common stock, par value US$0.001 per share, and 100,000,000 shares of preferred stock, par value US$0.001 per share. 20,000,000 shares were designated to be series A preferred stock (the “Series A Preferred Stock”) out of the 100,000,000 shares of blank check preferred stock. Each share of common stock is entitled to one vote and each share of Series A Preferred Stock is entitled to ten votes on any matter on which action of the stockholders of the corporation is sought. The Series A Preferred Stock will vote together with the common stock. Common stock and Series A Preferred Stock are not convertible into each other. Holders of Series A Preferred Stock are not entitled to receive dividends. The Series A Preferred Stock does not have liquidation preference over the Company’s Common Stock, and therefore ranks pari passu with the Common Stock in the event of liquidation.

Common Stock

The Company is authorized to issue 400,000,000 shares of common stock with par value of US$0.001 per share.  Each share of common stock entitles the holder to one vote. For the sake of comparability, the share structure as of the date of this report has been carried back in the Company’s statement of stockholders’ equity as if they had been issued and outstanding from the beginning of the first period presented.  

13. INCOME TAXES

United States of America

The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on March 27, 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a material impact on its financial statements as of December 31, 2024 and 2023 due to the recent enactment.

F-20

Hong Kong

Two-tier Profits Tax Rates

The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (the “Ordinance”) of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD 2 million (approximately $257,868) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable profits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities” is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another sole proprietorship business. Since Benchwick is wholly owned and under the control of Northann, it is a connected entity. Under the Ordinance, it is an entity’s election to nominate the entity that will be subject to the two-tier profits tax rates on its profits tax return. The election is irrevocable. The Company elected Benchwick to be subject to the two-tier profits tax rates.

The provision for current income and deferred taxes of Benchwick has been calculated by applying the new tax rate of 8.25%.

PRC

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income. All the PRC subsidiaries that are not entitled to any tax holiday were subject to income tax at a rate of 25% for the year ended December 31, 2024 and 2023. According to PRC tax regulations, the PRC net operating loss can generally carry forward for no longer than five years starting from the year subsequent to the year in which the loss was incurred. Carry back of losses is not permitted. If not utilized, the PRC net operating loss will expire in 2026.

The income tax expense was $1,733 and $14,361 for the years ended December 31, 2024 and 2023, respectively, related primarily to the Company’s subsidiaries located outside of the U.S. The income before provision for income taxes for the years ended December 31, 2024 and 2023 was as follows:

The income tax provision consists of the following components:

		For the year ended December 31, 2024				For the year ended December 31, 2023
Current:
Federal		$	-			$	-
State			(108	)			12,851
Foreign			1,841				1,509
Total current		$	1,733			$	14,361
Deferred:
Federal		$	-			$	-
State			-				-
Foreign			-				-
Total deferred		$	-			$	-
Total income tax expense		$	1,733			$	14,361

F-21

A reconciliation between the Company’s actual provision for income taxes and the provision at the United States statutory rate is as follow:

		For the year ended December 31, 2024				For the year ended December 31, 2023
Loss before income tax expense		$	(4,378,142	)		$	(7,118,212	)
Computed tax benefit with statutory tax rate			29.84	%			29.84	%
Income tax expense computed at statutory income tax rate			(1,306,437	)			(2,124,074	)
Impact of different tax rates in other jurisdictions			1,115,557				1,935,475
Tax effect of non-deductible expenses			192,615				202,961
Total income tax expense		$	1,733			$	14,361

The effective tax rate were (0.04%) and (0.2%) for the years ended December 31, 2024 and 2023, respectively.

Uncertain tax positions

The Company did not have any uncertain tax positions during the years ended December 31, 2024 and 2023.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the respective jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdictions.

F-22

The amounts of uncertain tax liabilities listed above are based on the recognition and measurement criteria of ASC Topic 740, and the balance is presented as current liability in the consolidated financial statements as of December 31, 2024. The Company anticipated that the settlements with the taxing authority are remitted within one year.

Our policy is to include interest and penalty charges related to uncertain tax liabilities as necessary in the provision for income taxes. The Company has a liability for accrued interest of $nil as of December 31, 2024 and 2023, respectively.

The statute of limitations for the Internal Revenue Services to assess the income tax returns on a taxpayer expires three years from the due date of the profits tax return or the date on which it was filed, whichever is later.

In accordance with the Hong Kong profits tax regulations, a tax assessment by the IRD may be initiated within six years after the relevant year of assessment, but extendable to 10 years in the case of potential willful underpayment or evasion.

In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to assess underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities remain subject to examination by the tax authorities based on the above.

14. CHINA CONTRIBUTION PLAN

The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond their monthly contributions. For the years ended December 31, 2024 and 2023, the Company contributed a total of $67,699 and $69,131, respectively, to these funds.

15. OPERATING LEASE

The Company has operating leases for its office facilities. The lease is located at 9820 Dino Drive, Suite 110, Elk Grove, California, 95624, which consist of approximately 3,653 square meters. The Company's leases have remaining terms of approximately 37 months for a lease term commencing on August 1, 2020 and ending on August 31, 2023. The lease was renewed for additional 36 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes.

The following table provides a summary of leases by balance sheet location as of December 31, 2024 and 2023:

Assets/liabilities		December 31, 2024				December 31, 2023
Assets
Operating lease right-of-use assets		$	1,822,266			$	87,380
Liabilities
Operating lease liability - current		$	355,754			$	31,413
Operating lease liability - non-current			1,466,512				55,967
Total lease liabilities		$	1,822,266			$	87,380

F-23

The operating lease expenses for the year ended December 31, 2024 and 2023 were as follows:

Lease Cost		Classification				December 31, 2024				December 31, 2023
Operating lease expense			General and administrative expenses			$	438,854			$	30,274

Maturities of operating lease liabilities as of December 31, 2024 were as follows:

Maturity of Lease Liabilities		Operating Leases
12 months ending December 31,
2025		$	438,854
2026			439,278
2027		$	428,376
2028			441,227
2029			299,976
Total lease payments		$	2,047,712
Less: interest			(225,445	)
Present value of lease payments		$	1,822,266

Lease liabilities include lease and non-lease component such as management fee.

Future minimum lease payments, which do not include the non-lease components, as of December 31, 2024 were as follows:

12 months ending December 31,
2024		$	35,069
2025			35,069
2026			23,379
Total lease payments		$	93,517

Lease Term and Discount Rate		December 31, 2024				December 31, 2023
Weighted-average remaining lease term (years)
Operating leases			4.57				2.92
Weighted-average discount rate (%)
Operating leases			5	%			5	%

16. CONCENTRATIONS AND CREDIT RISK

(a) Concentrations

During the fiscal year ended December 31, 2024, two customers accounted for nearly 72% of the Company’s revenues. During the fiscal year ended December 31, 2023, two customers accounted for nearly 91% of the Company’s revenues.  No other customer accounts for more than 6% of the Company’s revenue in the years ended December 31, 2024 and 2023.

As of December 31, 2024, five customers accounted for 94% of the Company’s accounts receivable. As of December 31, 2023, five customers accounted for 72% of the Company’s accounts receivable. No other customer accounts for more than 3% of the Company’s accounts receivable for the years ended December 31, 2024 and 2023.

During the fiscal year ended December 31, 2024, five suppliers accounted for a total of 48% of the Company’s cost of revenues. During the fiscal year ended December 31, 2023, three  suppliers accounted for a total of 32%of the Company’s cost of revenues. No other supplier accounts for over 4% of the Company’s cost of revenues.

F-24

As of December 31, 2024, one supplier accounted for over 10% of the Company’s accounts payable. As of December 31, 2023, one supplier accounted for 10% of the Company’s accounts payable.

(b) Credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of December 31, 2024 and 2023, substantially all of the Company’s cash were held by major financial institutions located in the PRC, Hong Kong, and the United States, which management believes are of high credit quality. Deposits in the United States up to $250,000 are insured by the Federal Depository Insurance Corporation.

For the credit risk related to trade accounts receivable, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses. Historically, such losses have been within management’s expectations.

17. COMMITMENTS AND CONTINGENCIES

Capital commitments

On July 26, 2021, the Company has contracted Changzhou Wanyuan Construction Engineering Co. to build a second phase of its factory. The amount required in the contract is $5.05 million. Construction is expected to complete in June 2025. As of December 31, 2024, the Group had a commitment for the construction amounted to $4.3 million.

Legal proceedings

From time to time, the Company may become involved in litigation, claims, and proceedings. The Company evaluates the status of each legal matter and assesses the potential financial exposure. If the potential loss from any legal proceedings or litigation is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required to determine the probability of a loss and whether the amount of the loss is reasonably estimated. As of December 31, 2023 and 2024, based on the information currently available, the Company believes that the loss contingencies that may arise as a result of currently pending legal proceedings are not reasonably possible to have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows.

18. STOCK SPLIT

Effective on July 6, 2023, the Company implemented a 2-for-1 reverse stock split of the issued and outstanding shares. Under the reverse split, every two shares of outstanding shares issued and outstanding were automatically converted into one share of ordinary share, with a par value of US$ 0.001 each. Except as otherwise indicated, all information in the consolidated financial statements concerning share and per share data gives retroactive effect to the 2-for-1 reverse stock split. The total number of outstanding common shares immediately before the reverse split was 40,000,000 and immediately after the reverse split was 20,000,000. The total number of outstanding preferred shares immediately before the reverse split was 10,000,000  and immediately after the reverse split was 5,000,000.

19. SECURED BORROWING ARRANGEMENT

In July 2023, the Company signed a secured borrowing agreement with a financial institution in the United States, in which the Company borrowed $1,000,000 secured by its accounts receivable amounted $1,491,000. 

It is scheduled under the agreement that the Company pays $49,700 per week for thirty weeks to the financial institution to repay the loan.

F-25

On January 21, 2025, 3D PRINTING entered into an EB-5 loan agreement (the “Loan Agreement”) with 3DFLOR Chairman and controlling shareholder, Lin Li (“3DFLOR”), pursuant to which 3DFLOR agreed to provide 3D PRINTING a loan, with an initial maximum principal amount of $24,000,000 at an interest rate of 1.00% per year.

20. SUBSEQUENT EVENT

On January 21, 2025, 3D PRINTING entered into an EB-5 loan agreement (the “Loan Agreement”) with 3DFLOR OPPORTUNITY, LP, a Delaware limited partnership and a related party controlled by the Company’s CEO, Chairman and controlling shareholder, Lin Li (“3DFLOR”), pursuant to which 3DFLOR agreed to provide 3D PRINTING a loan, with an initial maximum principal amount of $24,000,000 at an interest rate of 1.00% per year.

In connection with the Loan Agreement, 3D PRINTING issued a promissory note to 3DFLOR in an amount of $24,000,000, dated January 27, 2025 (the “Promissory Note”). The Promissory Note bears the interest of one percent (1%) per year and the interest shall be non-compounding and calculated on the basis of a 366-day year, payable on the basis of the actual number of days elapsed. Pursuant to the Loan Agreement, the principal is due and is repayable in full on the third (3rd) anniversary of the closing date of the Loan Agreement.

In connection with the Loan Agreement, on January 27, 2025, Benchwick LLC entered into a membership interest pledge agreement with 3DFLOR and 3D PRINTING, in favor of 3DFLOR (the “Pledge Agreement”), to pledge to 3DFLOR (i) all 49 million Class A Units of 3D PRINTING it owns (the “Pledged Units”) and (ii) all proceeds and products of the Pledged Units (collectively with the Pledged Units, “Collateral”), as security for the performance of 3D PRINTING’s obligations under the Loan Agreement.

On February 27, 2025, 3D PRINTING filed a UCC-1 Financing Statement securing 3DFLOR’s security interests in the Collateral with Delaware. The Company’s audit committee approved and ratified the above mentioned transactions.

The Company initiated a lawsuit against Newivy Flooring in the Sacramento court during the second quarter of 2025, with a claim amount of $56,454.49.

F-26

21. UNRESTRICTED NET ASSETS

The following presents condensed financial information of Northann Corp:

Condensed Financial Information on Financial Position 

		As of December 31,
		2024				2023
Cash			-				370
Amounts due from subsidiaries			4,422,688				5,504,920
Total current assets			4,422,688				5,505,290
All other non-current assets			-				-
Interests in a subsidiary			9,452,997				9,948,890
Total Assets			13,875,685				15,454,180
Liabilities and Stockholders’ Deficit
All other current liabilities			358,626				599,664
Amounts due to subsidiaries			10,881,994				10,660,508
Total current liabilities			11,240,620				11,260,172
Non-current liabilities			35,892				1,950,000
Total Liabilities			11,240,620				13,210,172
Stockholders’ Equity (Deficit)
Preferred stock,100,000,000 shares authorized – Series A, $0.001 par value, 20,000,000 shares designated, 5,000,000 shares issued and outstanding as of December 31, 2024 and 2023*			5,000				5,000
Common stock, $0.001 par value, 400,000,000 shares authorized, 55,464,000 and 20,000,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively*			55,464				21,380
Subscription receivable			(1,375,000	)			(25,000	)
Additional Paid-in Capital			15,487,165				6,671,016
Accrued compensation expense			(2,927,250	)			-
(Accumulated deficit) retained earnings			(9,693,818	)			(3,652,547	)
Accumulated other comprehensive loss			1,047,612				(775,841	)
Total Stockholders’ Equity			2,599,173				2,244,008
Total Liabilities and Stockholders’ Deficit			13,875,685				15,454,180

* Retrospectively restated for the effect of 2-for-1 reverse stock split. (Note 18)

F-27

Condensed Financial Information on Results of Operations 

		For the years ended December 31,
		2024				2023
Revenue			250,000				43,251
Cost or revenues			-				-
Operating expenses			2,668,613				3,381,482
Income taxes			1,733				12,919
Loss – Parent only			(2,420,347	)			(3,351,150	)
Income (loss)– Subsidiaries with unrestricted net assets			1,175,106				(2,117,498	)
Loss – Subsidiaries with restricted net assets			(3,134,633	)			(2,529	)
Net loss – Consolidated			(4,379,875	)			(5,471,177	)

Condensed Financial Information on Cash Flows

		For the years ended December 31,
		2024				2023
Cash used in operating activities			(2,420,347	)			(5,965,604	)
Cash used in investing activities			-				-
Cash provided by financing activities			2,419,977				5,965,750
Net cash flows			(370	)			146
Beginning cash balance			370				224
Ending cash balance			-				370

(i) Basis of presentation

The condensed financial information reflects the accounts of the Company. The condensed financial information should be read in connection with the consolidated financial statements and notes thereto. The condensed financial information is presented as if the incorporation of the Company were in effect since January 1, 2020,

(ii) Restricted Net Assets

Schedule I of Rule 5-04 of Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.). The Company’s only assets are its equity interests in its subsidiaries. Unrestricted net assets are held in the Company’s subsidiaries located in the US and Hong Kong. The Company does maintain substantial assets and operating subsidiaries in China; therefore, the ability for operating subsidiaries to pay dividends or transfer assets to the Company may be restricted due to the foreign exchange control policies and availability of cash balances of the Chinese operating subsidiaries.

As of December 31, 2024 and 2023, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the Consolidated Financial Statements, if any.

F-28

FAQ

What insider transaction did Jamie L. Reynoso report for CLOV?

217,523 RSUs vested and 85,596 shares were withheld for taxes on 30 June 2025.

How many Clover Health shares does Reynoso own after the Form 4 filing?

She now directly owns 3,328,328 Class A shares.

Were any open-market purchases or sales involved?

No. The acquisition came from RSU vesting; the share sale was automatic tax withholding, not discretionary trading.

At what price were shares sold to cover taxes?

Shares were sold at $2.79 per share.

Does the filing indicate use of a Rule 10b5-1 plan?

No Rule 10b5-1 box is marked; the sale was automatic for tax withholding.