Northann Corp (NCL) CEO stockholder letter and press release update

Rhea-AI Filing Summary

Northann Corp. reported that its founder and Chief Executive Officer issued a letter to stockholders providing an update on the company. The stockholder letter is included as an exhibit to this report so investors can review the CEO’s communication in full. Northann also released a press release describing the stockholder letter, which is provided as a separate exhibit. The information is being furnished under the securities laws rather than formally filed, which limits how it is incorporated into other regulatory documents.

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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): January 2, 2026

NORTHANN CORP.

(Exact name of registrant as specified in its charter)

Nevada		000-56051		82-2911016
(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 8.01 Other Events

On January 2, 2026, the founder and Chief Executive Officer of Northann Corp. (the “Company”) issued a letter to the Company’s stockholders (the “Stockholder letter”) providing them with an update on the Company. A copy of the letter to the stockholders is attached hereto as Exhibit 99.1.

In addition, the Company issued a press release, attached hereto as Exhibit 99.2, which described the Stockholder Letter.

The information in this Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number		Description
99.1		Letter to Stockholders of Northann Corp.
99.2		Press Release dated January 2, 2026
104		Cover Page Interactive Data File (embedded within 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: January 2, 2026	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer

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FAQ

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

Northann Corp. disclosed that its founder and Chief Executive Officer issued a letter to stockholders providing an update on the company, and that the company also issued a press release describing that letter.

Who communicated with Northann Corp. stockholders in the January 2, 2026 update?

The founder and Chief Executive Officer of Northann Corp. authored the letter to stockholders that provides the company update.

How can investors access the Northann Corp. CEO stockholder letter?

The CEO’s stockholder letter is included as Exhibit 99.1 to this report, allowing investors to review the complete communication.

What is included in the Northann Corp. press release mentioned in the 8-K?

The company issued a press release, attached as Exhibit 99.2, which describes the stockholder letter and highlights its contents.

Is the Northann Corp. stockholder letter considered filed or furnished?

The stockholder letter and related press release are being furnished rather than filed for purposes of the Securities Exchange Act, which affects how they are treated under certain liability and incorporation provisions.

Does this Northann Corp. report contain new financial statements or earnings data?

No additional financial statements or earnings data are provided in this report; it focuses on the CEO’s stockholder letter and the related press release.