Northann Corp (NYSE: NCL) Plans Stock Compensation for Strategic Advisors

Rhea-AI Filing Summary

Northann Corp. disclosed two new consulting arrangements that will be paid in company stock rather than cash. The company agreed to a Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC for a six-month term starting on execution, under which it will issue 1,800,000 shares of common stock to two individuals designated by Linkun Investment as compensation, after NYSE American approval and relying on a Section 4(a)(2) registration exemption.

Northann also entered into an Operation and Strategic Planning Advisory Agreement with Lu Wang, covering strategic planning services for business development from July 1, 2025 to June 30, 2026. As consideration, the company agreed to issue 1,500,000 common shares to an individual designated by Lu Wang, likewise only after NYSE American approval and in reliance on the Section 4(a)(2) exemption for unregistered sales of securities.

Insights

Equity & corporate finance analyst

Northann is using unregistered stock as payment for strategic advisory services.

Northann Corp. entered two advisory agreements that compensate service providers with equity instead of cash. Under the Linkun Investment LLC agreement, the company will issue 1,800,000 common shares for six months of strategic planning support tied to business development. Under the Lu Wang agreement, it will issue 1,500,000 shares for strategic consulting services over a one-year period from July 1, 2025 to June 30, 2026.

Both issuances are conditioned on NYSE American approving the share issuance and rely on the Section 4(a)(2) exemption for private, unregistered offerings under U.S. securities law. This structure avoids immediate cash outlays while committing the company to deliver a defined number of shares once exchange approval is obtained. Actual impact on existing shareholders depends on the company’s total shares outstanding and the timing of any future issuances, which are not detailed in this excerpt.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

false0001923780SC 0001923780 2025-12-18 2025-12-18

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): December 18, 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.

Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC

On December 18, 2025, Northann Corp. (the “Company”) entered into a Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC (“Linkun Investment”, and such agreement, the “Linkun Investment Consulting Agreement”).

Pursuant to the Linkun Investment Consulting Agreement, Linkun Investment has agreed to provide certain strategic planning advisory services in connection with the Company’s business development during the term of the agreement, which is six months from the date of execution of the Linkun Investment Consulting Agreement, unless otherwise earlier terminated by mutual agreement of the parties.

In consideration for agreeing to provide such strategic planning advisory services under the Linkun Investment Consulting Agreement, the Company has agreed to issue and allot 1,800,000 shares of the Company’s common stock, par value $0.001 per share (the “Linkun Investment Compensation Shares”) to two individuals designed by Linkun Investment. Pursuant to the Linkun Investment Consulting Agreement, the Linkun Investment Compensation Shares shall only be issued after the NYSE American approves the issuance. The issuance of the Linkun Investment Compensation Shares will be subject to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

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

Operation and Strategic Planning Advisory Agreement with Lu Wang

On December 19, 2025, the Company entered into an Operation and Strategic Planning Advisory Agreement with Lu Wang (such agreement, the “Lu Wang Consulting Agreement”).

Pursuant to the Lu Wang Consulting Agreement, Lu Wang has agreed to provide certain strategic planning consulting services in connection with the Company’s business development during the term of the agreement, which is from July 1, 2025 to June 30, 2026, unless otherwise earlier terminated by mutual agreement of the parties.

In consideration for agreeing to provide such strategic planning consulting services under the Lu Wang Consulting Agreement, the Company has agreed to issue and allot 1,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Lu Wang Compensation Shares”) to an individual designated by Lu Wang. Pursuant to the Lu Wang Consulting Agreement, the Lu Wang Compensation Shares shall only be issued after the NYSE American approves the issuance. The issuance of the Lu Wang Compensation Shares will be subject to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

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

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.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Financing and Strategic Planning Advisory Agreement by and between the Company and Linkun Investment LLC dated December 18, 2025
10.2		Operation and Strategic Planning Advisory Agreement by and between the Company and Lu Wang dated December 19, 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:  December 23, 2025	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer

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FAQ

What agreements did Northann Corp. (NCL) enter into in this 8-K?

Northann Corp. entered into a Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC and an Operation and Strategic Planning Advisory Agreement with Lu Wang, both focused on strategic planning and business development.

How many Northann Corp. shares are tied to the new consulting agreements?

Northann agreed to issue 1,800,000 shares of common stock as compensation under the Linkun Investment LLC agreement and 1,500,000 shares under the Lu Wang agreement, subject to NYSE American approval and a Section 4(a)(2) exemption.

What are the service periods for the new Northann Corp. advisory agreements?

The Linkun Investment LLC agreement has a six-month term from its execution date. The Lu Wang agreement covers strategic planning services from July 1, 2025 to June 30, 2026, unless ended earlier by mutual agreement.

Are the Northann Corp. share issuances registered with the SEC?

No. The company states that the issuance of both the Linkun Investment Compensation Shares and the Lu Wang Compensation Shares will rely on the Section 4(a)(2) exemption under the Securities Act of 1933 for unregistered sales.

What approvals are required before Northann Corp. issues the compensation shares?

For both agreements, Northann states that the compensation shares will only be issued after NYSE American approves the issuance, making exchange approval a key condition.

Where can investors find the full terms of Northann Corp.’s new consulting agreements?

The company notes that its brief descriptions are qualified in their entirety by the full agreements, which are filed as Exhibit 10.1 (Linkun Investment LLC) and Exhibit 10.2 (Lu Wang) to this report.