NCL Notifies SEC of Delayed Q2 2025 10-Q, Seeks More Time

Rhea-AI Filing Summary

Northann Corp. (NCL) notified the SEC via Form 12b-25 that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The company said it could not obtain the necessary review of the Form 10-Q and requires additional time to compile and verify required data. It states all other periodic reports in the prior 12 months are current and that it does not anticipate a significant change in results. Contact: Lin Li, CEO, (916) 573 3803.

Positive

• All other periodic reports required in the preceding 12 months have been filed according to the notification
• The registrant states no anticipated significant change in results compared with the corresponding prior-year period

Negative

• Form 10-Q for quarter ended June 30, 2025 could not be filed on time
• Registrant could not obtain the necessary review of the Form 10-Q prior to the due date and needs additional time to compile and verify data

Insights

Financial Analyst

TL;DR: Late 10-Q creates a short-term disclosure gap but the company reports no anticipated change in results and other filings are current.

The registrant's Form 12b-25 confirms a delayed Q2 2025 Form 10-Q because it could not obtain the required review and needs more time to compile and verify data. For investors, the key takeaways are a temporary information gap and the company's assertion that all other required filings over the past 12 months are up to date and that no significant change in results is expected versus the prior-year period. This notification is procedural rather than an earnings warning based on the disclosed facts.

Corporate Governance Expert

TL;DR: The filing documents a procedural delay in finalizing the 10-Q; the company provided contact details and confirmed other filings are current.

The Form 12b-25 indicates Northann could not solicit and obtain the necessary review of its Form 10-Q for the quarter ended June 30, 2025, and therefore cannot file without unreasonable effort or expense. The company explicitly reports no anticipated material change in operating results and affirms compliance with other periodic filing obligations in the prior 12 months. From a governance perspective, the disclosure is transparent and focuses on timing rather than substantive financial change based on the information provided.

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

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER

001-41816

CUSIP NUMBER

66373M200

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

For Period Ended: June 30, 2025

¨ 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 June 30, 2025 (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.

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).		x Yes   ¨ No
(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: August 14, 2025	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).

FAQ

Why did Northann Corp (NCL) file a Form 12b-25?

The company states it is unable, without unreasonable effort or expense, to file its Form 10-Q for the quarter ended June 30, 2025 because it could not obtain the necessary review and needs additional time to compile and verify required data.

Which report is delayed for NCL?

The delayed filing is the quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2025.

Are other Northann periodic reports up to date?

Yes. The notification states that all other periodic reports required in the preceding 12 months have been filed.

Does Northann anticipate a significant change in results for the quarter?

No. The registrant checked No to whether a significant change in results from the corresponding prior-year period is anticipated.

Who is the contact for this notification from Northann Corp?

Contact: Lin Li, Chief Executive Officer, telephone (916) 573 3803.