ノーザンの適時開示・上場廃止・その他

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,

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

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

tockholders’ 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)

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

EX-99.1 2 ncl112_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Northann Corp. Receives Non-Compliance Notice from NYSE American

Fort Lawn, South Carolina, December 11, 2025 - Northann Corp. (NYSE American: NCL) (the "Company" or "Northann"), today announced it received a notice from the staff of NYSE American LLC (the "Exchange") 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. Section 1003(a)(i) requires a listed company to have stockholders' equity of $2 million or more if the listed company has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. In order to regain compliance with Section 1003(a)(i), the Company is now subject to the procedures and requirements of Section 1009 of the NYSE American Company Guide and 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.

The Company intends to pay all of its outstanding fees to the Exchange, 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.

Receipt of the notice from the Exchange has no immediate effect on the listing or trading of the Company’s common stock on the Exchange, and does not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission. 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”.

About Northann Corp.

Founded in 2022 and headquartered in Fort Lawn, South Carolina, Northann Corp. is a leader in additive manufacturing and 3D printing technologies for the building materials industry. Through its flagship brand, Benchwick, the Company provides innovative flooring, decking, and other construction products. Northann boasts a robust portfolio of over 60 granted or pending patents, underscoring its dedication to innovation and sustainability.

Safe Harbor Statement

This release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Actual results may differ materially due to several factors. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, Northann’s results may differ materially from its expectations and projections. While Northann may elect to update these forward-looking statements at some point in the future Northann specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Northann’s assessments of any date after the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

For further information, please contact:

Investor Relations:

Northann Corp.

ir@northann.com

916-573-3803