Northann adds former auditor’s letter on non-reliance

Northann Corp. (NCL) filed an amended current report to update an earlier disclosure about its auditor.

Rhea-AI Filing Summary

Northann Corp. (NCL) filed an amended current report to update an earlier disclosure about its auditor. The company had previously reported that LAO Professionals resigned as its independent registered public accounting firm and referenced non-reliance on certain prior financial statements and related audit work. This amendment states that Northann furnished LAO Professionals with the disclosures under Items 4.01 and 4.02 and requested a response letter to the SEC indicating whether the auditor agrees with those statements and, if not, the respects in which it disagrees. Northann reports that it received this letter dated August 21, 2026 and is filing it as Exhibit 16.1. The company notes that, aside from adding this auditor letter, there are no other changes to the prior report.

Positive

• None.

Negative

• Prior non-reliance disclosure: The amendment incorporates by reference an earlier disclosure under Item 4.02 that certain previously issued financial statements or related audit reports or interim reviews should not be relied upon, signaling a potentially significant financial reporting issue.

8-K Event Classification

3 items: 4.01, 4.02, 9.01

3 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance

Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Date of auditor letter (Exhibit 16.1): August 21, 2026 Original report date referenced: August 10, 2026 Signature date of amendment: August 24, 2026

3 metrics

Date of auditor letter (Exhibit 16.1) August 21, 2026 Date of LAO Professionals’ letter filed as Exhibit 16.1

Original report date referenced August 10, 2026 Date of the original report that disclosed the auditor’s resignation

Signature date of amendment August 24, 2026 Date Northann’s chairman signed the amended report

Key Terms

independent registered public accounting firm, Emerging growth company, Regulation S-K Item 304(a)(3), Non-Reliance on Previously Issued Financial Statements

4 terms

independent registered public accounting firm financial

"LAO Professionals resigned as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Regulation S-K Item 304(a)(3) regulatory

"filing a copy of this letter pursuant to Regulation S-K Item 304(a)(3)"

Non-Reliance on Previously Issued Financial Statements financial

"Item 4.02 Non-Reliance on Previously Issued Financial Statements"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Northann Corp. (NCL) file this Form 8-K/A amendment?

Northann filed the amendment to report that it received a letter from LAO Professionals, its former independent registered public accounting firm, responding to the company’s prior disclosures about the auditor’s resignation and related non-reliance matters, and to file that letter as Exhibit 16.1.

What does the auditor letter filed by Northann Corp. (NCL) cover?

Northann requested that LAO Professionals state to the SEC whether it agrees with the company’s statements under Items 4.01 and 4.02 and, if not, describe any disagreements. The company reports it received this letter dated August 21, 2026 and filed it as Exhibit 16.1.

What change in auditor did Northann Corp. (NCL) previously disclose?

Northann previously disclosed that LAO Professionals resigned as its independent registered public accounting firm. That disclosure, along with related non-reliance information, was made in a report dated August 10, 2026, which this amendment references but does not otherwise change.

How does Item 4.02 affect Northann Corp. (NCL) investors?

Item 4.02 indicates that Northann has reported non-reliance on certain previously issued financial statements or related audit reports or interim reviews. This signals that those prior financial statements or audit work are no longer considered reliable by the company.

Did Northann Corp. (NCL) make any other changes besides filing the auditor’s letter?

No. Northann states that, except for disclosing receipt of the auditor’s letter and filing it as Exhibit 16.1, there were no other changes to the previously filed report describing the auditor’s resignation and non-reliance matters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/24/2026 - 04:30 PM EDT Accepted by SEC EDGAR 08/24/2026 - 04:29 PM EDT Learn about SEC filing dates

true0001923780SC 0001923780 2026-08-21 2026-08-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 21, 2026

NORTHANN CORP.

(Exact name of registrant as specified in its charter)

Nevada		001-41816		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 offices) (Zip Code)

(916) 573-3803

(Registrant's telephone number, including area code)

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
None		Not Applicable		None

Indicate by check mark whether the registrant is an emerging growth company as defined 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 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. ¨

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Report”) amends the Current Report on Form 8-K filed on August 10, 2026 (the “Original Report”) by Northann Corp. (“we”, “our”, “us” and the “Company”) disclosing that LAO Professionals (the “Auditor”) resigned as our independent registered public accounting firm.

This Report is being filed to disclose that we have received a copy of a letter from the Auditor regarding the disclosures in the Original Report, and are filing a copy of this letter pursuant to Regulation S-K Item 304(a)(3).

Except as disclosed herein, there were no other changes to the Original Report.

Item 4.01 Changes in Registrant’s Certifying Accountant.

We have furnished a copy of the disclosures in Items 4.01 and 4.02 of this Report to the Auditor and requested that the Auditor furnish us with a letter addressed to the SEC stating whether they agree with the statements made by us in Items 4.01 and 4.02 and if they do not agree, stating the respects in which they do not agree. On August 21, 2026, we received a such a letter from the Auditor, and we are filing it as Exhibit 16.1 to this Report.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

The information set forth in Item 4.01 is hereby incorporated by reference into this Item 4.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
16.1		Letter from LAO Professionals, dated August 21, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Page 2

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: August 24, 2026	By:	/s/ Bradley C. Lalonde
	Name:	Bradley C. Lalonde
	Title:	Chairman of the Board

Page 3

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-16.1 EXHIBIT 16.1 28.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 41.3 KB