[NT 10-Q] Northann Corp. SEC Filing

Rhea-AI Filing Summary

Northann Corp. notified the SEC it cannot timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 and filed a Rule 12b-25 notification seeking additional time. The company states it needs more time to compile and verify the data and expects to file within the extension allowed. The filing also notes the Form 10-K for the year ended December 31, 2024 had not been filed as of this notice.

Key Figures

Form covered: Form 10-Q Rule cited: Rule 12b-25(b) SEC File Number: 001-41816 +4 more

7 metrics

Form covered Form 10-Q Quarter ended March 31, 2026

Rule cited Rule 12b-25(b) Notification of late filing procedure

SEC File Number 001-41816 Filing cover data

CUSIP 66373M408 Identifier shown on the form

Related annual report Form 10-K for year ended December 31, 2024 Not filed as of this notice date

Contact phone (916) 573 3803 Registrant contact provided

Notice date May 18, 2026 Signature date by CEO Lin Li

Key Terms

Rule 12b-25, Form 10-Q, prescribed due date

3 terms

Rule 12b-25 regulatory

"notification seeking relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

prescribed due date regulatory

"could not be filed within the prescribed due date"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER

001-41816

CUSIP NUMBER

66373M408

(Check One): ¨ Form 10-K   ¨ Form 20-F   ¨ Form 11-K   x Form 10-Q   ¨ Form N-SAR   ¨ Form N-CSR

For Period Ended: March 31, 2026

¨ Transition Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
¨ Transition Report on Form N-SAR

For the Transition Period Ended: __________________________

Read attached instruction sheet before preparing form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

Northann Corp.

Full Name of Registrant

Former Name if Applicable

2251 Catawba River Rd

Address of Principal Executive Office (Street and Number)

Fort Lawn, SC 29714

City, State and Zip Code

PART II
RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III
NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Northann Corp. (the “Registrant”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Quarterly Report”) with the U.S. Securities Exchange Commission (the “SEC”) by the prescribed due date. As a result, the Registrant could not solicit and obtain the necessary review of the Form 10-Q in a timely fashion prior to the due date of the report. The Registrant requires additional time to compile and verify the data required to be included in the Form 10-Q. The Registrant expects to file the Form 10-Q within the additional time allowed.

PART IV
OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Lin Li		+1		(916) 573 3803
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s).		¨ Yes   x No
	The Company’s Annual Report on Form 10-K for the period ended December 31, 2024, has not been filed as of the date of this Notification of Late Filing.
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?		¨ Yes   x No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Northann Corp.
(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 18, 2026	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).