STOCK TITAN

Northann (NYSE: NCL) pushed off NYSE American, eyes OTC move

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Northann Corp. (NCL) reports that NYSE Regulation has determined its common stock is not suitable for continued listing under Sections 1001, 1002(e), 1003 and 1007 of the NYSE American Company Guide and will commence proceedings to delist the shares from NYSE American.

Trading in the common stock had already been halted on June 25, 2026, and the Exchange has now suspended trading effective immediately. Northann expects its shares to begin quotation on the OTC Markets under the symbol “NCLX”, possibly as soon as August 24, 2026. The company warns that OTC quotation is significantly more limited than NYSE American and may lead to reduced liquidity, potential pressure on the trading price, greater difficulty raising capital, and challenges in using equity incentives. Northann has the right to seek review of the delisting decision by the Exchange’s Listings Qualifications Panel and is evaluating whether to pursue this appeal.

Positive

  • None.

Negative

  • NYSE American delisting proceedings have been initiated against Northann’s common stock, with trading already suspended, which the company states may reduce liquidity, depress the share price, and make raising capital and granting equity incentives more difficult.
  • The company expects to move to the OTC Markets, which it describes as significantly more limited than NYSE American and potentially unable to support sufficient trading volume for efficient trading.

Filing Explained

The filing leaves the SEC delisting unresolved: NYSE American says it will apply to the SEC only after applicable procedures, including any appeal, so the disclosed process has begun but is not yet complete.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Trading halt date June 25, 2026 Date trading of Northann’s common stock was halted on NYSE American
Delisting notice date August 21, 2026 Date NYSE Regulation notified Northann of unsuitability for continued listing
Expected OTC quotation start August 24, 2026 Earliest date Northann expects quotation on OTC Markets under symbol “NCLX”
New trading symbol NCLX Expected symbol for Northann’s common stock on OTC Markets
NYSE Regulation regulatory
"we received written notification (the “Notice”) from NYSE Regulation that the Company"
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.
OTC Markets market
"We expect our common stock to begin quotation on the OTC Markets, under the symbol"
Over-the-counter (OTC) markets are trading venues where buyers and sellers deal directly through dealers or electronic networks instead of on a formal exchange; think of a neighborhood flea market versus a supermarket. They matter to investors because OTC-listed stocks often represent smaller or international companies with fewer reporting requirements, which can mean lower liquidity, wider price swings and higher risk but sometimes earlier access to growth opportunities.
Listings Qualifications Panel regulatory
"right to a review of NYSE Regulation’s determination to delist by the Listings Qualifications Panel"
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.
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.

FAQ

What did Northann Corp. (NCL) announce about its NYSE American listing?

Northann disclosed that NYSE Regulation determined its common stock is not suitable for continued listing under Sections 1001, 1002(e), 1003 and 1007 of the NYSE American Company Guide and has begun proceedings to delist the shares, with trading already suspended.

When was Northann Corp. (NCL) trading halted and when was the delisting notice received?

Trading in Northann’s common stock was halted on June 25, 2026. The company then received a written delisting notice from NYSE Regulation on August 21, 2026, stating that its shares are not suitable for continued listing.

Where does Northann Corp. expect its stock to trade after NYSE American delisting?

Northann expects its common stock to begin quotation on the OTC Markets under the symbol “NCLX”, possibly as soon as August 24, 2026, though it cannot assure that trading or broker-dealer quotations will continue there.

What risks to shareholders does Northann Corp. (NCL) highlight from the delisting?

Northann states that suspension and delisting may reduce liquidity and market price, decrease the number of investors willing to hold or acquire its shares, make it more difficult to raise capital, and impair its ability to provide equity incentives to employees.

Can Northann Corp. (NCL) appeal the NYSE American delisting decision?

Yes. Northann has the right to seek review of NYSE Regulation’s delisting determination by the Listings Qualifications Panel of the Exchange’s Committee for Review and is evaluating whether to pursue this appeal.

Will NYSE American seek SEC approval to delist Northann Corp. (NCL)?

Yes. The notice states that NYSE American will apply to the SEC to delist Northann’s common stock after completing applicable procedures, including any appeal the company might file.

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

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Learn about SEC filing dates
false0001923780SC 0001923780 2026-08-21 2026-08-21
 
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 21, 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
None
 
Not Applicable
 
None
 
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. (“
we
”, “
our
”, “
us
” and the “
Company
”), trading of the Company’s common stock, par value $0.001 per share (“
Common Stock
”), was halted on the NYSE American LLC (the “
Exchange
”) on June 25, 2026.
 
On August 21, 2026, we received written notification (the “
Notice
”) from NYSE Regulation that the Company is not suitable for continued listing under Sections 1001, 1002(e), 1003, and 1007 of the NYSE American Company Guide (the “
Guide
”).  Accordingly, NYSE Regulation has determined to commence proceedings to delist our Common Stock from the Exchange.
 
Accordingly, the Exchange has suspended our Common Stock from trading effective immediately. We expect our common stock to begin quotation on the OTC Markets, under the symbol “NCLX,” perhaps as soon as August 24, 2026. The OTC Markets are significantly more limited than the NYSE American, and this quotation will result in a less liquid market for existing and potential investors to trade our Common Stock and could depress the trading price of our Common Stock. We can provide no assurance that our Common Stock will continue to trade on this market, whether broker-dealers will provide and continue to provide public quotes of our Common Stock on this market, or whether the trading volume of our Common Stock will be sufficient to provide for efficient trading. The suspension and/or delisting of our Common Stock from the Exchange could negatively impact us, including by (i) reducing the liquidity and market price of our Common Stock; (ii) reducing the number of investors willing to hold or acquire our Common Stock, which could negatively impact our ability to raise equity financing; (iii) making it more difficult for us to raise funding whether in the public capital markets or through private investment; and (iv) impairing our ability to provide equity incentives to our employees.
 
The Notice stated that we have the right to a review of NYSE Regulation’s determination to delist the Company’s common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange. We are evaluating our options as to whether to pursue this appeal in order to return to listing on the Exchange.  The Notice also stated that NYSE American will apply to the SEC to delist our Common Stock upon completion of all applicable procedures, including any appeal by us of NYSE Regulation’s decision.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
Page 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 24, 2026
By:
/s/ Bradley C. Lalonde
 
Name:
Bradley C. Lalonde
 
Title:
Chairman of the Board
 
 
Page 3

Filing Exhibits & Attachments

1 document