Northann Corp. (NCL) warns Q2 2026 10-Q will be late amid search for new auditor

Q: When does Northann Corp. (NCL) expect to file the delayed June 30, 2026 Form 10-Q?

Northann Corp. states the Form 10-Q for the quarter ended June 30, 2026 will be filed within the five calendar days allowed under Rule 12b-25 for late quarterly reports.

Q: Does Northann Corp. (NCL) expect major changes in results in the delayed 10-Q?

Northann Corp. indicates it does not anticipate any significant change in results of operations from the corresponding period of the prior fiscal year in the earnings statements that will be included in the delayed Form 10-Q.

Q: Are Northann Corp. (NCL)’s other SEC reports current despite this late 10-Q?

Yes. Northann Corp. confirms that all other periodic reports required under Section 13 or 15(d) of the Exchange Act during the preceding 12 months have been filed.

Q: Who signed Northann Corp. (NCL)’s notification of late filing and when?

The notification was signed by Lin Li, Chief Executive Officer , on August 14, 2026 , as the duly authorized representative of Northann Corp.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

NT 10-Q

Rhea-AI Filing Summary

Northann Corp. notified the SEC that its quarterly report for the period ended June 30, 2026 will be filed late. The company explains it cannot file its Form 10-Q by the prescribed due date because it does not currently have an independent registered public accounting firm engaged to finalize the financial statements for that report. Northann states it is in the process of engaging such a firm and indicates the Form 10-Q is expected to be filed within the additional five calendar days permitted under Rule 12b-25 for quarterly reports. The company also indicates that all required periodic reports over the past 12 months have been filed and that it does not anticipate any significant change in results of operations compared with the same quarter of the prior year.

Positive

None.

Negative

Inability to file 10-Q on time due to no auditor engaged, indicating a gap in financial reporting infrastructure and potential short-term governance and reporting risk.

Insights

Analyzing...

Key Figures

Reporting period: Quarter ended June 30, 2026 Extension period: Five calendar days Signature date: August 14, 2026 +1 more

4 metrics

Reporting period Quarter ended June 30, 2026 Period covered by the delayed Form 10-Q

Extension period Five calendar days Additional time allowed under Rule 12b-25 for a late Form 10-Q

Signature date August 14, 2026 Date the notification of late filing was signed by the CEO

Telephone contact +1 (916) 573 3803 Contact number listed for further information

Key Terms

Rule 12b-25, independent registered public accounting firm, Section 13 or 15(d) of the Securities Exchange Act of 1934

3 terms

Rule 12b-25 regulatory

"seeks 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.

independent registered public accounting firm financial

"does not currently have an independent registered public accounting firm engaged"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Section 13 or 15(d) of the Securities Exchange Act of 1934 regulatory

"reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934"

FAQ

Why is Northann Corp. (NCL) delaying its Form 10-Q for June 30, 2026?

Northann Corp. is delaying its Form 10-Q because it does not currently have an independent registered public accounting firm engaged to finalize the financial statements. The company states it is in the process of engaging such a firm.

When does Northann Corp. (NCL) expect to file the delayed June 30, 2026 Form 10-Q?

Northann Corp. states the Form 10-Q for the quarter ended June 30, 2026 will be filed within the five calendar days allowed under Rule 12b-25 for late quarterly reports.

Does Northann Corp. (NCL) expect major changes in results in the delayed 10-Q?

Northann Corp. indicates it does not anticipate any significant change in results of operations from the corresponding period of the prior fiscal year in the earnings statements that will be included in the delayed Form 10-Q.

Are Northann Corp. (NCL)’s other SEC reports current despite this late 10-Q?

Yes. Northann Corp. confirms that all other periodic reports required under Section 13 or 15(d) of the Exchange Act during the preceding 12 months have been filed.

Who signed Northann Corp. (NCL)’s notification of late filing and when?

The notification was signed by Lin Li, Chief Executive Officer, on August 14, 2026, as the duly authorized representative of Northann Corp.

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Available on EDGAR 08/14/2026 - 04:34 PM Accepted by SEC EDGAR 08/14/2026 - 04:30 PM

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, 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)

		(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.

The Registrant has determined that it is unable to file its quarterly report on Form 10-Q for the quarter ended June 30, 2026 by the prescribed due date because it does not currently have an independent registered public accounting firm engaged to finalize its financial statements to be included in such Form 10-Q. The Company is currently in the process of engaging such a firm.

PART IV
OTHER INFORMATION

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

	Bradley Lalonde		+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, 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).

Source: View Original Filing on SEC EDGAR