Northann Corp. to issue 27.5M shares for tech and platform assets

Rhea-AI Filing Summary

Northann Corp. filed a prospectus supplement that incorporates recent disclosures about two stock-based software transactions. The company agreed to acquire proprietary supply chain management software from Kingsford Consultancy Ltd. for $5,000,000, payable in 12,500,000 common shares at $0.40 per share. It also entered into a development agreement with Asia Resource Holdings Limited for a customized intelligent decoration platform for $6,000,000, payable in 15,000,000 common shares, also at $0.40 per share, issued in two tranches. Both issuances are subject to approval by Northann’s stockholders and NYSE American, will be issued as restricted securities under Section 4(a)(2), and are being acquired by non‑affiliates for investment purposes.

Insights

Equity Capital Markets Analyst

Northann is funding $11M of software projects entirely with new stock.

Northann Corp. plans to issue 12,500,000 common shares to Kingsford Consultancy Ltd.’s designee for supply chain software valued at $5,000,000, implying $0.40 per share. It also agreed to issue 15,000,000 shares to Asia Resource Holdings Limited’s designee for a customized platform valued at $6,000,000, again at $0.40 per share, showing a consistent valuation benchmark.

Both transactions are contingent on approval of the share issuances by the company’s stockholders and NYSE American, and the securities will be unregistered, restricted shares issued under Section 4(a)(2). Kingsford and Asia Resource each represent that neither they nor their designees are company affiliates and that the shares are for investment purposes, which frames these as third‑party, non‑control investments.

The combined consideration of $11,000,000 in stock for software and development services represents a meaningful commitment to technology capabilities. Any effect on existing holders will depend on how these 27,500,000 new shares compare to current shares outstanding, which is not detailed here, while the last reported market price of $0.3981 per share is close to the agreed $0.40 issuance price.

Prospectus Supplement No. 3		Filed pursuant to Rule 424(b)(3)
(To Prospectus dated November 13, 2025)		Registration Statement No. 333-290562

Northann Corp.

This prospectus supplement updates, amends and supplements the prospectus dated November 13, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-290562). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the SEC on November 24, 2025, and our Preliminary Proxy Statement on Schedule 14A filed with the SEC on November 24, 2025, both of which are set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our common stock is traded on NYSE American under the symbol “NCL.” On November 24, 2025, the last reported sale price of our common stock was $0.3981 per share.

Investing in shares of our Ordinary Shares involves risks that are described in the “Risk Factors” section beginning on page 16 of the Prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 25, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 23, 2025

NORTHANN CORP.

(Exact name of registrant as specified in its charter)

Nevada		000-41816		88-1513509
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2251 Catawba River Rd

Fort Lawn, SC 29714

(Address of Principal Executive Office) (Zip Code)

(916) 573 3803

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 par value		NCL		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company

x

If an emerging growth company, indicate by checkmark 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.

¨

Item 1.01. Entry into a Material Definitive Agreement.

Asset Purchase Agreement with Kingsford Consultancy Ltd.

On November 23, 2025, the Northann Corp. (the “Company”) entered into an asset purchase agreement with Kingsford Consultancy Ltd. (“Kingsford”, and such agreement, the “Asset Purchase Agreement”).

Pursuant to the Asset Purchase Agreement, Kingsford agreed to provide to the Company certain proprietary software assets relating to a supply chain management system, including all related intellectual property rights therein (the “Software”), pursuant to the terms of the Asset Purchase Agreement.

As consideration for the Software, the Company agreed to pay $5,000,000 as the purchase price, by issuing 12,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Kingsford Shares”), i.e. $0.40 per share, to a designee to be designated by Kingsford.

The closing of the Asset Purchase Agreement is required to occur no later than three business days after all closing conditions are satisfied or waived, or at such other times as the parties may agree. The closing conditions include but not limited to, the approval of the issuance of the Kingsford Shares by the Company’s stockholders and the NYSE American. Kingsford represented and warranted, amongst others, that neither Kingsford nor its designee is an affiliate of the Company, and that the Kingsford Shares are being acquired for investment purposes only, without a view to distribution, and in compliance with all applicable securities laws.

The Kingsford Shares shall be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Kingsford Shares shall constitute restricted securities and will bear a restrictive legend as set out under the Asset Purchase Agreement.

The foregoing description of the Asset Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the Asset Purchase Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K.

Development Agreement with Asia Resource Holdings Limited

On November 23, 2025, the Company entered into a development agreement with Asia Resource Holdings Limited (“Asia Resource”, and such agreement, the “Development Agreement”).

Pursuant to the Development Agreement, Asia Resource agreed to develop and provide to the Company the NCL Customized Intelligent Decoration Platform, a customized software, including all intellectual property rights therein (the “Platform”).

As the consideration for the Platform, the Company agreed to pay $6,000,000, by issuing a total of 15,000,000 shares of the Company’s Common Stock (the “Asia Resource Shares”), i.e. $0.40 per share, in two separate tranches of 8,000,000 shares and 7,000,000 shares, respectively, to a designee to be designated by Asia Resource.

The first tranche of the Asia Resource Shares (i.e., 8,000,000 shares) shall be delivered by the Company within five business days after both of the Company’s stockholders and NYSE American approve the issuance of the Asia Resource Shares. Asia Resource should deliver the Platform within three business days after certain conditions set forth in the Development Agreement are satisfied, including but not limited to the issuance of the first tranche of the Asia Resource Shares. The second tranche of the Asia Resource Shares (i.e., 7,000,000 shares) shall be delivered by the Company within five business days after delivery of the Platform. Asia Resource represented and warranted, amongst others, that neither Asia Resource nor its designee is an affiliate of the Company, and that the Asia Resource Shares are being acquired for investment purposes only, without a view to distribution, and in compliance with all applicable securities laws.

The Asia Resource Shares shall be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Asia Resource Shares shall constitute restricted securities and will bear a restrictive legend as set out under the Development Agreement.

The foregoing description of the Development Agreement does not purport to be complete, and is qualified in its entirety by reference to the Development Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K.

2

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Asset Purchase Agreement by and between the Company and Kingsford Consultancy Ltd. dated November 23, 2025
10.2		Development Agreement by and between the Company and Asia Resource Holdings Limited dated November 23, 2025
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORTHANN CORP.
Date:  November 24, 2025	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer

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FAQ

What did Northann Corp. (NCL) disclose in this prospectus supplement?

The supplement updates a prior prospectus by incorporating Northann Corp.’s Current Report on Form 8-K and Preliminary Proxy Statement, which describe two stock-based software agreements and related unregistered share issuances.

What is the Kingsford Consultancy Ltd. agreement with Northann (NCL)?

Northann agreed to acquire proprietary supply chain management software and related intellectual property from Kingsford Consultancy Ltd. for $5,000,000, payable in 12,500,000 common shares at $0.40 per share, issued to a designee of Kingsford.

What are the terms of Northanns agreement with Asia Resource Holdings Limited?

Asia Resource will develop and deliver the NCL Customized Intelligent Decoration Platform, and Northann will pay $6,000,000 by issuing 15,000,000 common shares at $0.40 per share, in tranches of 8,000,000 and 7,000,000 shares upon specified approvals and delivery milestones.

Are the Kingsford and Asia Resource shares registered and freely tradable?

No. The Kingsford Shares and Asia Resource Shares will be issued under the Section 4(a)(2) exemption of the Securities Act, will be restricted securities, and will bear a restrictive legend as described in their agreements.

What approvals are required before Northann (NCL) can issue these shares?

Issuance of both the Kingsford Shares and the Asia Resource Shares requires approval of the share issuances by Northanns stockholders and approval by NYSE American, in addition to satisfaction of other closing conditions outlined in the agreements.

At what price is Northann issuing stock in these transactions, and how does it compare to the market price?

In both agreements, Northann values its common stock at $0.40 per share. The last reported sale price on November 24, 2025, was $0.3981 per share on NYSE American under the symbol NCL.

Why are these agreements described in a prospectus supplement for Northann Corp.?

The company is using the prospectus supplement to update and amend its existing prospectus by including the full text of its recent Form 8-K and Preliminary Proxy Statement, so investors relying on the prospectus have the latest transaction information.