STOCK TITAN

Northann (NYSE: NCL) asks NYSE American to review delisting move

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Northann Corp. (NCL) reports two significant developments. First, NYSE Regulation has determined to commence proceedings to delist the company’s common stock from NYSE American, following a notice dated August 21, 2026. On August 28, 2026, Northann requested an oral hearing and review before the Exchange’s Listings Qualifications Panel.

Second, after the June 8, 2026 resignation of LAO Professionals as independent auditor, the Audit Committee appointed TQ International, PLLC on August 26, 2026 as the new independent registered public accounting firm. TQ is engaged to audit Northann’s consolidated financial statements for the year ended December 31, 2025 and to review unaudited interim financial information for the quarters ended March 31, 2026 and June 30, 2026, subject to customary client acceptance procedures.

Positive

  • New auditor appointed to complete 2025 audit and 2026 reviews: The Audit Committee engaged TQ International, PLLC on August 26, 2026 to audit the year ended December 31, 2025 and review interim periods ended March 31 and June 30, 2026, helping advance the company’s financial reporting after the prior auditor’s resignation.

Negative

  • NYSE American delisting proceedings initiated: NYSE Regulation has determined to commence proceedings to delist Northann Corp.’s common stock from NYSE American following an August 21, 2026 notice, creating listing-status uncertainty despite the company’s request for an oral hearing and review.
  • Auditor turnover following prior resignation: LAO Professionals resigned as independent registered public accounting firm on June 8, 2026, and a replacement was only appointed on August 26, 2026, indicating a period without an engaged auditor for key reporting periods.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Delisting notice date August 21, 2026 Date NYSE Regulation issued written notification to commence delisting proceedings
Hearing request date August 28, 2026 Date Northann requested oral hearing and review of NYSE Regulation’s determination
Auditor resignation date June 8, 2026 Date LAO Professionals resigned as independent registered public accounting firm
New auditor appointment date August 26, 2026 Date Audit Committee appointed TQ International, PLLC
Audit fiscal year end December 31, 2025 Fiscal year-end TQ International is engaged to audit
Interim review period end March 31, 2026 Quarter-end for which TQ International will review unaudited interim financial information
Interim review period end June 30, 2026 Quarter-end for which TQ International will review unaudited interim financial information
NYSE Regulation regulatory
"the Company received written notification from NYSE Regulation that NYSE Regulation has determined"
NYSE Regulation is the enforcement and oversight arm of the New York Stock Exchange that writes and applies the rules for listed companies and trading on the exchange. Think of it as a referee and rulebook combined: it monitors trading for wrongdoing, checks that companies meet listing and reporting requirements, and can fine or remove firms that break rules. Investors care because these actions help keep markets fair, reliable, and reduce the risk that a company’s shares become untradeable or lose credibility.
Listings Qualifications Panel regulatory
"request for oral hearing and review ... to the Listings Qualifications Panel of the Committee"
A listings qualifications panel is a committee at a stock exchange or regulatory body that reviews whether a company continues to meet the exchange’s rules on finances, disclosure and governance. For investors it matters because the panel can require corrective actions, impose trading limits, or remove a stock from the exchange—moves that directly affect a company’s liquidity, market price and investors’ ability to buy or sell shares, like a quality-control inspector deciding if a product stays on the shelf.
independent registered public accounting firm financial
"LAO Professionals, an independent registered public accounting firm, resigned"
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.
Audit Committee financial
"the Company’s Audit Committee appointed TQ International, PLLC"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

What delisting action did NYSE Regulation take regarding Northann Corp. (NCL)?

NYSE Regulation determined to commence proceedings to delist Northann Corp.’s common stock from NYSE American, as described in an August 21, 2026 notice. The company has requested an oral hearing and review before the Exchange’s Listings Qualifications Panel.

How is Northann Corp. (NCL) responding to the NYSE American delisting proceedings?

Northann requested an oral hearing and review of NYSE Regulation’s delisting determination. This request was submitted on August 28, 2026 to the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange.

Who is the new independent auditor for Northann Corp. (NCL)?

On August 26, 2026, Northann’s Audit Committee appointed TQ International, PLLC as the independent registered public accounting firm. TQ will audit the company’s consolidated financial statements for the year ended December 31, 2025 and review interim financial information for the first two quarters of 2026.

When did Northann Corp.’s previous auditor resign?

LAO Professionals, an independent registered public accounting firm, resigned on June 8, 2026 as Northann Corp.’s independent registered public accounting firm, prompting the subsequent appointment of TQ International, PLLC.

What financial periods will TQ International audit and review for Northann Corp. (NCL)?

TQ International, PLLC is engaged to audit Northann’s consolidated financial statements as of and for the fiscal year ended December 31, 2025 and to review unaudited interim financial information for the periods ended March 31, 2026 and June 30, 2026, subject to customary client acceptance procedures.

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

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Learn about SEC filing dates
false0001923780SC 0001923780 2026-08-26 2026-08-26
 
 
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): August 26, 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
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 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.  
¨
 
 

 
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
As previously disclosed in an 8-K filed by Northann Corp. (the “
Company
”), on August 21, 2026, the Company received written notification (the “
Notice
”) from NYSE Regulation that NYSE Regulation has determined to commence proceedings to delist the Company’s common stock, par value $0.001 per share from the NYSE American LLC (the “
Exchange
”).
 
On August 28, 2026, the Company submitted a request for oral hearing and review of the NYSE Regulation’s determination to the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange.
 
Item 4.01 Changes in Registrant’s Certifying Accountant.
 
 
As previously disclosed, on June 8, 2026, LAO Professionals, an independent registered public accounting firm, resigned as the independent registered public accounting firm of the Company.
 
On August 26, 2026, the Company’s Audit Committee appointed TQ International, PLLC (“
TQ
”) to be the Company’s independent registered public accounting firm.  In addition to performing duties customary to that position, TQ will also audit the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025, and review the Company’s unaudited interim financial information for the periods ended March 31, 2026 and June 30, 2026, subject to customary client acceptance procedures.

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
31
, 2026
By:
/s/ Bradley C. Lalonde
 
Name:
Bradley C. Lalonde
 
Title:
Chairman of the Board
 
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