Northann Corp. (NYSE American: NCL) gets NYSE warning over low equity

Rhea-AI Filing Summary

Northann Corp. disclosed that NYSE American has notified the company it is not meeting a key continued listing standard. The exchange cited stockholders’ equity of approximately $1.8 million as of September 30, 2025, below the required $2.0 million threshold for companies that have recorded losses in two of their three most recent fiscal years ended December 31, 2024.

Northann has until January 7, 2026 to submit a plan to regain compliance by June 8, 2027, and it must first clear an outstanding $60,000 fee balance before the plan will be reviewed. For now, the company’s common stock continues trading on NYSE American under the symbol NCL, with an added .BC suffix indicating “below compliance,” and the notice does not change its operations or SEC reporting obligations.

Positive

• None.

Negative

• NYSE American noncompliance notice: Northann’s stockholders’ equity of about $1.8 million is below the $2.0 million minimum, triggering a formal delisting risk process.

Insights

Equity market structure analyst

NYSE American has flagged Northann for low equity, creating a real delisting risk if it cannot execute a turnaround plan.

The exchange determined that Northann Corp. falls below Section 1003(a)(i) because stockholders’ equity was about $1.8 million as of September 30, 2025, short of the $2.0 million minimum for issuers with losses in two of the last three fiscal years ended December 31, 2024. This places the company into a formal remediation process under Section 1009.

Northann must both pay an outstanding exchange fee balance of $60,000 and submit an acceptable compliance plan by January 7, 2026, targeting full compliance by June 8, 2027. If the plan is rejected, delisting proceedings would begin, though the company could appeal under Section 1010 and Part 12. Until then, the stock continues to trade on NYSE American as NCL.BC, signaling its “below compliance” status to the market.

8-K Event Classification

3 items: 3.01, 8.01, 9.01

3 items

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 or transferred its listing to a different exchange.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false0001923780SC 0001923780 2025-12-08 2025-12-08

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 8, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 8, 2025, Northann Corp. (the “Company”) received a letter (the “Letter”) from the staff of NYSE American LLC (the “Exchange”) stating that the Company was not in compliance with the Exchange’s continued listing standards under Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”), as it had stockholders’ equity of approximately $1.8 million as of September 30, 2025, and losses from continuing operations and/or net losses in two of its three most recent fiscal years ended December 31, 2024. Section 1003(a)(i) of the Company Guide requires a listed company to have stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. The Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until January 7, 2026, to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards by June 8, 2027.

Additionally, the Exchange has informed the Company that its records indicate that the Company has a current outstanding fee balance of $60,000.00 as of December 8, 2025, and that it would not review a business plan unless the Company has paid in full any listing or annual fees to the Exchange that are outstanding as of December 8, 2025.

The Company intends to pay all outstanding fees to the Exchange in full, and timely deliver a Plan to the Exchange. If the Exchange accepts the Plan, the Company will be able to continue its listing during the Plan period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance. If the Plan is not accepted by the Exchange, the Letter stated that delisting proceedings will commence. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

The Letter has no immediate effect on the listing or trading of the Company’s common stock on the Exchange. The common stock will continue to trade under the symbol “NCL”, but will have an added designation of “.BC” to indicate the status of the common stock as “below compliance”. The Company’s receipt of the Letter from the Exchange does not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.

Item 8.01 Other Events.

On December 11, 2025, the Company issued a press release relating to the matters described in Item 3.01 of this Current Report on Form 8-K, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated December 11, 2025.
104		Cover Page Interactive Data File (embedded within 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:  December 11, 2025	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer

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FAQ

Why did Northann Corp. (NCL) receive a noncompliance notice from NYSE American?

The exchange found that Northann Corp. had stockholders’ equity of approximately $1.8 million as of September 30, 2025, below the $2.0 million minimum required under Section 1003(a)(i) for companies that have losses in two of their three most recent fiscal years ended December 31, 2024.

What deadlines has NYSE American set for Northann Corp. (NCL) to regain compliance?

Northann must submit a plan of compliance to NYSE American by January 7, 2026, outlining actions to meet continued listing standards by June 8, 2027.

Does the NYSE American notice immediately affect trading in Northann Corp. (NCL) stock?

The notice has no immediate effect on trading. Northann’s common stock continues to trade on NYSE American under the symbol NCL, with an added .BC suffix indicating the shares are "below compliance."

What fee obligations does Northann Corp. (NCL) have with NYSE American?

NYSE American informed Northann that it has an outstanding fee balance of $60,000 as of December 8, 2025, and stated it will not review any business plan until all listing and annual fees outstanding as of that date are paid in full.

What happens if NYSE American rejects Northann Corp.’s (NCL) compliance plan?

If NYSE American does not accept the plan, delisting proceedings will commence, although Northann would have the right to appeal a staff delisting determination under Section 1010 and Part 12 of the NYSE American Company Guide.

Does the NYSE American notice change Northann Corp.’s (NCL) SEC reporting or operations?

The company states that receiving the notice does not affect its business operations or its reporting requirements with the U.S. Securities and Exchange Commission.