Northann Corp. (NCL) holders back reverse split and large Kingsford, Asia Resource share issuances

Rhea-AI Filing Summary

Northann Corp. reported results of its annual general meeting held on December 31, 2025. Stockholders elected five directors and ratified LAO Professionals as the independent registered public accounting firm for the year ending December 31, 2025.

They approved a Board-authorized reverse stock split of the common stock at a ratio between 1-for-3 and 1-for-20, with no change to authorized capital. Stockholders also approved adding 2,000,000 shares to the 2023 Equity Incentive Plan.

In addition, stockholders authorized the issuance of 12,500,000 shares of common stock to a designee of Kingsford Consultancy Ltd. under an asset purchase agreement, and 15,000,000 shares to a designee of Asia Resource Holdings Limited under a development agreement, each representing an increase of more than 20% of presently outstanding common stock.

Positive

• None.

Negative

• Large potential dilution from new share issuances: Stockholders approved issuing 12,500,000 shares to a Kingsford designee and 15,000,000 shares to an Asia Resource designee, each exceeding 20% of presently outstanding common stock.
• Expanded equity incentive share pool: Approval of an additional 2,000,000 shares under the 2023 Equity Incentive Plan increases stock-based compensation capacity, which can add to dilution over time.
• Reverse stock split authorization: The Board may implement a reverse stock split between 1-for-3 and 1-for-20, which can change share count and trading dynamics once effected.

Insights

Equity Capital Markets Analyst

Northann gained approval for a reverse split, equity plan expansion, and two large share issuances exceeding 20% of current outstanding shares.

Northann Corp. received stockholder approval for several significant capital structure actions. The Board is authorized to implement a reverse stock split between 1-for-3 and 1-for-20, which consolidates existing shares into fewer shares without changing authorized capital. This tool can later be used at the Board’s discretion.

Stockholders also approved an additional 2,000,000 shares for the 2023 Equity Incentive Plan, increasing capacity for stock-based awards to employees and directors. Separately, they authorized issuing 12,500,000 shares to a designee of Kingsford Consultancy Ltd. under an asset purchase agreement and 15,000,000 shares to a designee of Asia Resource Holdings Limited under a development agreement, each exceeding 20% of presently outstanding common stock.

These approvals together permit substantial new share issuance tied to strategic agreements and compensation. Actual impact on existing holders will depend on how and when the Board executes the reverse split and when the Kingsford and Asia Resource share issuances occur under the November 23, 2025 agreements.

false0001923780SC 0001923780 2025-12-31 2025-12-31

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 31, 2025

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 5.07 Submission of Matters to a Vote of Security Holders.

On December 31, 2025, Northann Corp. (the “Company”) held its annual general meeting of stockholders (the “Annual General Meeting”). The matters voted on at the Annual General Meeting were: (i) the election of five directors to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified; (ii) the ratification of LAO Professionals as the Company’s independent registered public accounting firm for the year ending December 31, 2025; (iii) the adoption of the proposal to authorize the Board of Directors of the Company (the “Board”), in its discretion, a reverse stock split of all of the Company’s issued and outstanding common stock, par value $0.0001 per share (with no change to the authorized capital stock of the Company), at a specific ratio, ranging from one-for-three (1:3) to one-for-twenty (1:20), with the timing and ratio to be determined by the Board if effected (the “Reverse Split Proposal”); (iv) the adoption of the proposal to amend the terms of the Company’s 2023 Equity Incentive Plan, as amended, to provide for an additional 2,000,000 shares to be issued in connection with awards granted thereunder (the “Amendment to Plan Proposal”); (v) the adoption of the proposal to approve for purposes of complying with Section 712(b) of the NYSE Company Guide, the issuance of 12,500,000 shares of common stock to the designee of Kingsford Consultancy Ltd. (“Kingsford”), pursuant to the asset purchase agreement between Kingsford and the Company, dated November 23, 2025, which would result in an increase in the Company’s outstanding common stock of over 20% (the “Kingsford Stock Issuance Proposal”); (vi) the adoption of the proposal to approve for purposes of complying with Section 713(a) of the NYSE Company Guide, the issuance of 15,000,000 shares of common stock to the designee of Asia Resource Holdings Limited (“Asia Resource”), pursuant to the development agreement between Asia Resource and the Company, dated November 23, 2025, which exceed 20% of the Company’s presently outstanding common stock (the “Asia Resource Stock Issuance Proposal”).

The voting results for each item of business voted upon at the Annual General Meeting were as follows:

1. The votes cast with respect to the proposal to elect five directors, Lin Li, Kurtis W. Winn, Bradley C. Lalonde, Umesh Patel, and Jing Zhang, as directors of the Company to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified, were as follows:

		FOR		WITHHELD		BROKER NON- VOTES
Lin Li		23,337,672		102,427		992,280
Kurtis W. Winn		23,367,498		72,600		992,280
Bradley C. Lalonde		23,372,286		67,812		992,280
Umesh Patel		23,369,766		70,332		992,280
Jing Zhang		23,340,042		100,056		992,280

As a result, the stockholders elected each nominee to serve as a director of the Company.

2. The votes cast with respect to the ratification of appointment of independent auditors were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
24,321,665		107,408		3,306		N/A

As a result, the stockholders ratified the appointment of independent auditors.

3. The votes cast with respect to the Stock Reverse Split Proposal were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
24,136,220		293,814		2,343		N/A

As a result, the stockholders approved the Stock Reverse Split Proposal.

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4. The votes cast with respect to the Amendment to Plan Proposal were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
23,307,762		129,883		2,453		992,280

As a result, the stockholders approved the Amendment to Plan Proposal.

5. The votes cast with respect to the Kingsford Stock Issuance Proposal were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
23,284,292		150,881		4,926		992,280

As a result, the stockholders approved the Kingsford Stock Issuance Proposal.

6. The votes cast with respect to the Asia Resource Stock Issuance Proposal were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
23,284,259		150,914		4,926		992,280

As a result, the stockholders approved the Asia Resource Stock Issuance Proposal.

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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) stockholders approve at the 2025 annual general meeting?

Stockholders elected five directors, ratified LAO Professionals as auditor for the year ending December 31, 2025, approved a reverse stock split authorization, expanded the 2023 Equity Incentive Plan by 2,000,000 shares, and authorized two large common stock issuances tied to Kingsford and Asia Resource agreements.

What reverse stock split did Northann Corp. (NCL) authorize?

Stockholders approved a proposal authorizing the Board, in its discretion, to implement a reverse stock split of all issued and outstanding common stock at a ratio ranging from 1-for-3 to 1-for-20, with no change to the authorized capital stock of the company.

How many new shares were approved under Northann Corp.’s 2023 Equity Incentive Plan?

Stockholders approved an amendment to the 2023 Equity Incentive Plan to provide for an additional 2,000,000 shares to be issued in connection with awards granted under the plan.

What is the Kingsford Stock Issuance Proposal for Northann Corp. (NCL)?

The Kingsford Stock Issuance Proposal approved, for purposes of Section 712(b) of the NYSE Company Guide, the issuance of 12,500,000 shares of common stock to the designee of Kingsford Consultancy Ltd. under a November 23, 2025 asset purchase agreement, resulting in an increase in outstanding common stock of over 20%.

What is the Asia Resource Stock Issuance Proposal for Northann Corp. (NCL)?

The Asia Resource Stock Issuance Proposal approved, for purposes of Section 713(a) of the NYSE Company Guide, the issuance of 15,000,000 shares of common stock to the designee of Asia Resource Holdings Limited under a November 23, 2025 development agreement, which exceeds 20% of presently outstanding common stock.

Were all director nominees elected at Northann Corp.’s 2025 annual meeting?

Yes. Each of the five nominees—Lin Li, Kurtis W. Winn, Bradley C. Lalonde, Umesh Patel, and Jing Zhang—received a majority of votes cast and was elected as a director.

Did Northann Corp. (NCL) stockholders ratify the company’s independent auditors?

Yes. Stockholders voted 24,321,665 shares FOR, 107,408 AGAINST, and 3,306 ABSTAIN to ratify LAO Professionals as the independent registered public accounting firm for the year ending December 31, 2025.