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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): January 2, 2026

NORTHANN CORP

(Exact name of registrant as specified in its charter)

Nevada		000-56051		82-2911016
(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 8.01 Other Events

On January 2, 2026, the founder and Chief Executive Officer of Northann Corp. (the “Company”) issued a letter to the Company’s stockholders (the “Stockholder letter”) providing them with an update on the Company. A copy of the letter to the stockholders is attached hereto as Exhibit 99.1.

In addition, the Company issued a press release, attached hereto as Exhibit 99.2, which described the Stockholder Letter.

The information in this Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Number		Description

99.1		Letter to Stockholders of Northann Corp.
99.2		Press Release dated January 2, 2026
104		Cover Page Interactive Data File (embedded within the 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: January 2, 2026	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer

EX-99.1 2 ncl115_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

NCL | LETTER TO STOCKHOLDERS

January 2, 2026

Dear Northann Corp. Stockholders,

Throughout our journey, our focus has remained steadfast on a single pursuit: the innovation and distribution of premium interior surface solutions. This is not merely our business—it is our lifelong passion and a craft to which we have dedicated our lives.

Redefining a Traditional Industry

The interior surface sector has long been characterized by a relative scarcity of imagination. Historically, innovation in this space has been largely confined to supply chain efficiencies and incremental mechanical upgrades. Creative "content" was often reduced to superficial aesthetic patterns. With the arrival of the AI era, the barriers to such innovation will become significantly lower and more accessible.

We have built a team with diverse expertise from cross-functional industries. This collective intelligence allows us to challenge industry norms and introduce disruptive concepts across product design, manufacturing, and multi-channel distribution. We believe that true progress requires the courage to pursue "bold ideas" that traditional mindsets often overlook.

The Evolution of Institutional Maturity

Entrepreneurial passion is the engine of growth, but institutional discipline is its steering wheel. In 2023, we transitioned to the public markets through our listing on the NYSE American. This journey has been transformative, expanding our strategic horizons and deepening our understanding of global capital markets.

In our commitment to transparency, we acknowledge that adapting to the rigorous standards of a public company involved a significant learning curve. While we encountered challenges and made adjustments during this transition, these experiences provided us with invaluable institutional knowledge. Today, we have successfully synthesized the agility of an innovator with the robust compliance framework required of a world-class listed company.

The 2026 Mandate: Strategic Retail Expansion

We are pleased to report that on December 31, 2025, we held our Annual General Meeting, and our stockholders expressed support for us through their votes.

Entering 2026, we have achieved significant progress. Our core product lines are entering one of the largest retail conglomerates in North America. This transition represents a fundamental shift in our market positioning. We anticipate that this expanded physical footprint will serve as a powerful catalyst, driving significant revenue scaling and enhancing our brand equity.

The strategic initiatives and internal optimizations we have been implementing over the past 24 months have reached maturity. We are now prepared to demonstrate how the integration of capital market discipline and disruptive product innovation will deliver sustainable, long-term value to our stockholders.

We thank you for your unwavering trust as we build the future of flooring together.

Sincerely,

Lin Li

Founder and Chief Executive Officer, Northann Corp.

Safe Harbor Statement

This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including those regarding our operational synergies and projected growth, involve risks and uncertainties that could cause actual results to differ materially from those anticipated. NCL undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

EX-99.2 3 ncl115_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

NCL Founder and CEO Lin Li Provides Letter to Stockholders, Highlighting North American Retail

Fort Lawn, South Carolina, January 2nd, 2026 - Northann Corp. (NYSE American: NCL) (the "Company"), an innovator in integrated interior surface solutions, today announced that its founder and CEO, Lin Li, has provided a letter to the Company’s stockholders. The letter outlines the Company’s strategic roadmap for 2026, including its expansion into a major North American retail channel.

Key Highlights from the Letter:

Strategic Endorsement: Support from the Company’s stockholders during the Annual General Meeting on December 31, 2025 through the votes.

Market Expansion: Core product lines are set to enter one of the largest retail conglomerates in North America in 2026.

Institutional Maturity: Integration of capital market with entrepreneurial innovation.

"2026 marks a pivotal milestone for us," said Lin Li, founder and CEO of the Company. "Having navigated the complexities of being a public company, we are now leveraging our institutional maturity to bring our disruptive surface solutions to the broader North American market through the partnership with a tier-1 retailer."

About Northann Corp.

Founded in 2022 and headquartered in Fort Lawn, South Carolina, the Company 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.

Investor Relations Contact:

Northann Corp.

ir@northann.com

916-573-3803