Nevada |
000-41816 |
88-1513509 |
||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
¨ |
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)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
|
Common Stock, $0.001 par value per share |
NCL |
NYSE American LLC |
Item 3.03 |
Material Modification to Rights of Security Holders. |
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit No. |
Description |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
NORTHANN CORP. |
||
Date: October 7, 2025 |
By: |
/s/ Lin Li |
Name: |
Lin Li |
|
Title: |
Chief Executive Officer |
|
Exhibit 3.1
|
FRANCISCO V. AGUILAR Secretary of State
RUBEN J. RODRIGUEZ Deputy Secretary for Southern Nevada 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2452 |
STATE OF NEVADA
OFFICE OF THE SECRETARY OF STATE |
GABRIEL DI CHIARA Chief Deputy Secretary of State
DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings
401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7141 |
Business Entity - Filing Acknowledgement | |
|
|
|
10/06/2025 |
Work Order Item Number: |
W2025100600430-4764678 |
Filing Number: |
20255221318 |
Filing Type: |
Amendment After Issuance of Stock |
Filing Date/Time: |
10/3/2025 3:42:00 PM |
Filing Page(s): |
3 |
Indexed Entity Information: |
|
|
|
Entity ID: E22088812022-7 |
Entity Name: Northann Corp. |
|
|
Entity Status: Active |
Expiration Date: None |
Commercial Registered Agent
VCORP SERVICES, LLC
701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
|
Respectfully, |
|
![]() |
|
FRANCISCO V. AGUILAR |
|
Secretary of State |
Page 1 of 1
Commercial Recording
2250 Las Vegas Blvd North |
401 N. Carson Street |
1 State of Nevada Way |
North Las Vegas, NV 89030 |
Carson City, NV 89701 |
Las Vegas, NV 89119 |


ADDENDUM
TO
ARTICLES OF INCORPORATION
OF
NORTHANN CORP.
(the “Corporation”)
Article 8 of the Articles of Incorporation is hereby amended by the addition of the following:
On October 7, 2025, effective at 12:01 a.m. EDT (the “Effective Time”), each eight (8) shares of the Corporation’s Common Stock, $0,001 par value (the “Common Stock”), issued and outstanding or held as treasury stock at such time shall, without further action on the part of the Corporation or holder thereof, be combined into one (1) validly issued, fully paid, and nonassessable share of Common Stock (the “Reverse Stock Split”), subject to the treatment of fractional share interests as describe below. The par value of the Common Stock following the Reverse Stock Split shall remain at $0,001 per share. No fractional shares shall be issued upon the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of a fractional share of Common Stock, the Corporation shall in lieu of issuing any such fractional share round up such fractional share to the next whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to elimination of fractional share interests as described above.

NEVADA STATE BUSINESS LICENSE
Northann Corp.
Nevada Business Identification # NV20222410777
Expiration Date: 03/31/2026
In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.
Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration.
License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived.
|
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 10/06/2025. |
|
|
Certificate Number: B202510066150807 |
|
You may verify this certificate |
FRANCISCO V. AGUILAR |
online at https://www.nvsilverflume.gov/home |
Secretary of State |
Exhibit 3.2
|
FRANCISCO V. AGUILAR Secretary of State
RUBEN J. RODRIGUEZ Deputy Secretary for Southern Nevada
2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2452 |
STATE OF NEVADA
OFFICE OF THE SECRETARY OF STATE |
GABRIEL DI CHIARA Chief Deputy Secretary of State
DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings
401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7141 |
Business Entity - Filing Acknowledgement | |
|
|
|
10/03/2025 |
Work Order Item Number: |
W2025100301164-4761657 |
Filing Number: |
20255219348 |
Filing Type: |
Amended Certification of Stock Designation After Issuance of Class/Series |
Filing Date/Time: |
10/3/2025 9:22:00 AM |
Filing Page(s): |
3 |
Indexed Entity Information: |
|
|
|
Entity ID: E22088812022-7 |
Entity Name: Northann Corp. |
|
|
Entity Status: Active |
Expiration Date: None |
Commercial Registered Agent
VCORP SERVICES, LLC
701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
|
Respectfully, |
|
|
|
FRANCISCO V. AGUILAR |
|
Secretary of State |
Page 1 of 1
Commercial Recording
2250 Las Vegas Blvd North |
401 N. Carson Street |
1 State of Nevada Way |
North Las Vegas, NV 89030 |
Carson City, NV 89701 |
Las Vegas, NV 89119 |

ADDENDUM
TO
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATION
OF
NORTHANN CORP.
The second paragraph of the Certificate of Designation of Series A Preferred Stock is hereby amended by the addition of the following:
On October 7, 2025, effective at 12:01 a.m. EDT (the “Effective Time”), each eight (8) shares of the Corporation’s Series A Preferred Stock, $0,001 par value (the “Series A Stock”), issued and outstanding or held as treasury stock at such time shall, without further action on the part of the Corporation or holder thereof, be combined into one (1) validly issued, fully paid, and non-assessable share of the Series A Stock (the “Reverse Stock Split”), subject to the treatment of fractional share interests as describe below. The par value of the Series A Stock following the Reverse Stock Split shall remain at $0,001 per share. No fractional shares shall be issued upon the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of a fractional share of Series A Stock, the Corporation shall in lieu of issuing any such fractional share round up such fractional share to the next whole share. Each certificate that immediately prior to the Effective Time represented shares of Series A Stock (an “Old Certificate”) shall thereafter represent that number of shares of Series A Stock into which the shares of Series A Stock represented by the Old Certificate shall have been combined, subject to elimination of fractional share interests as described above.
Exhibit 3.3
|
|
STATE OF NEVADA |
|
|
|
|
|
|
|
|
FRANCISCO V. AGUILAR Secretary of State |
|
|
|
GABRIEL DI CHIARA Chief Deputy Secretary of State |
|
|
|
|
|
|
RUBEN J. RODRIGUEZ Deputy Secretary for Southern Nevada 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2452 |
|
OFFICE OF THE SECRETARY OF STATE |
|
DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings 401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7141 |
Business Entity - Filing Acknowledgement
10/07/2025
Work Order Item Number: |
W2025100700339-4767242 |
|
Filing Number: |
20255224180 |
|
Filing Type: |
Certificate of Correction |
|
Filing Date/Time: |
10/7/2025 8:34:00 AM |
|
Filing Page(s): |
2 |
|
|
||
Indexed Entity Information: |
||
Entity ID: E22088812022-7 |
Entity Name: Northann Corp. |
|
Entity Status: Active |
Expiration Date: None |
|
Commercial Registered Agent
VCORP SERVICES, LLC
701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
|
Respectfully, |
|
|
|
|
|
FRANCISCO V. AGUILAR Secretary of State |
|
Page 1 of 1 |
|
|
Commercial Recording |
|
|
2250 Las Vegas Blvd North North Las Vegas, NV 89030 |
401 N. Carson Street Carson City, NV 89701 |
1 State of Nevada Way Las Vegas, NV 89119 |

Exhibit 3.4
|
|
STATE OF NEVADA |
|
|
|
|
|
|
|
|
FRANCISCO V. AGUILAR Secretary of State |
|
|
|
GABRIEL DI CHIARA Chief Deputy Secretary of State |
|
|
|
|
|
|
RUBEN J. RODRIGUEZ Deputy Secretary for Southern Nevada
2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2452 |
|
OFFICE OF THE SECRETARY OF STATE |
|
DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings
401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7141 |
Business Entity - Filing Acknowledgement
10/07/2025
Work Order Item Number: |
W2025100700353-4767256 |
Filing Number: |
20255224191 |
Filing Type: |
Certificate of Correction |
Filing Date/Time: |
10/7/2025 8:40:00 AM |
Filing Page(s): |
2 |
|
|
Indexed Entity Information: |
|
Entity ID: E22088812022-7 |
Entity Name: Northann Corp. |
Entity Status: Active |
Expiration Date: None |
Commercial Registered Agent
VCORP SERVICES, LLC
701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
|
Respectfully, |
|
|
|
|
|
FRANCISCO V. AGUILAR |
|
Secretary of State |
|
Page 1 of 1 |
|
|
Commercial Recording |
|
|
|
|
|
2250 Las Vegas Blvd North North Las Vegas, NV 89030 |
401 N. Carson Street Carson City, NV 89701 |
1 State of Nevada Way Las Vegas, NV 89119 |
