[8-K] Northann Corp. Reports Material Event

Rhea-AI Filing Summary

Northann Corp. closed a previously announced private placement with X29 LLC (lead) and four passive investors, issuing an aggregate 80,000,000 shares of common stock on September 3, 2025. The closing price was set at $0.14284 per share based on the five-day average prior to the closing, and each purchaser wired $2,285,440 as payment. After the issuance the company reported 175,464,400 shares outstanding. The company stated it intends to use the proceeds for working capital. Shareholder approval and NYSE American approval had been obtained earlier.

Positive

• Financing secured: Each purchaser wired the agreed payment and the company received capital intended for working capital.
• Approvals obtained: Shareholder approval and NYSE American approval were secured prior to closing, reducing regulatory execution risk.

Negative

• Material dilution: The company issued 80,000,000 new shares, increasing total outstanding to 175,464,400, which dilutes existing shareholders.
• Limited use detail: The filing states proceeds will be used for working capital but provides no specific allocation or timeline for use.

Insights

Corporate Finance Analyst

TL;DR: Company raised cash via a sizable private placement, materially increasing share count while securing working capital.

The issuance of 80,000,000 shares at $0.14284 per share represents a meaningful equity financing that increases liquidity for operations by collecting the wired payments from each purchaser. This transaction required and received stockholder and exchange approvals prior to closing, reducing execution risk. For existing shareholders, the immediate effect is dilution because the outstanding share count rose to 175,464,400. Absent more detail on how the proceeds will be deployed or the company’s cash runway, investors must view this as a financing step that preserves near-term funding while diluting ownership.

Securities/Coporate Governance Specialist

TL;DR: Transaction appears procedurally compliant and closed as disclosed, but is a material equity issuance with governance approvals required and obtained.

The filing documents that shareholder approval and NYSE American approval were obtained before the closing, which aligns with governance and listing requirements. The disclosure is straightforward: five purchasers (one lead, four passive) participated and each wired the specified payment. The filing does not disclose investor rights, restrictions, registration agreements, or any resale limitations, so the governance or market-readiness implications of these shares are not detailed here. From a compliance standpoint, the company satisfied the conditions described in prior disclosures and completed the issuance.

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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): September 3, 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 3.02. Unregistered Sales of Equity Securities.

As previously disclosed by Northann Corp. (the “Company”) on December 6, 2024, the Company entered into a securities purchase agreement with X29 LLC as the lead investor and four other passive investors (the “X29 SPA”), pursuant to which the Company agreed to sell common stock to various purchasers (the “X29 Purchasers”) in a private placement transaction (the “X29 Private Placement”). The closing of the Oneflow Private Placement was subject to certain closing conditions, including but not limited to the approval of the Company’s stockholders and sixty calendar days after the approval of NYSE American.

On December 31, 2024, the Company’s stockholders approved the share issuance. On January 13, 2025, NYSE approved the share issuance. As of September 3, 2025, each X29 Purchaser wired $2,285,440 to the Company as the payment for the X29 Private Placement. Pursuant to the X29 SPA, the closing price was $0.14284 per share, calculated from the average of the closing price of the Company’s shares of common stock on the five trading days immediately prior to the closing of the X29 Private Placement, from August 26, 2025 to September 2, 2025. On September 3, 2025, the Company issued 16,000,000 shares of common stock to each X29 Purchaser, or an aggregate of 80,000,000 shares of common stock to the X29 Purchasers, and closed the X29 Private Placement. The Company had 175,464,400 shares of common stock outstanding after the issuance. The Company plans to use the proceeds from the X29 Private Placement as working capital.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number		Description
10.1		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 herein by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on December 6, 2024)
10.2		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 herein by reference to Exhibit 10.4 of the Current Report on Form 8-K filed on December 6, 2024)
104		Cover Page Interactive Data File

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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: September 9, 2025	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer

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FAQ

What did Northann Corp. (NCL) announce in this 8-K?

The company closed a private placement on September 3, 2025, issuing 80,000,000 common shares to X29 LLC and four passive investors.

At what price were the shares sold in the private placement?

The closing price was $0.14284 per share, based on the five trading days prior to the closing.

How much did each purchaser pay for their shares?

Each X29 Purchaser wired $2,285,440 as payment for their allotment.

How many shares are outstanding after the issuance?

The company reported 175,464,400 shares of common stock outstanding after the issuance.

What will Northann Corp. use the proceeds for?

The company indicated the proceeds will be used for working capital.