Northann Corp. Files 8-K on Material Agreement & Equity Sales

TL;DR

Northann Corp. filed an 8-K for Nov 13th, reporting a material agreement and equity sales. Details to follow.

AI Summary

Northann Corp. filed an 8-K on November 15, 2024, reporting on events that occurred on November 13, 2024. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits. Specific details regarding the agreement or sales are not provided in this excerpt.

Why It Matters

This filing signals significant corporate activity for Northann Corp., potentially impacting its financial structure and shareholder value through new agreements and equity transactions.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• Northann Corp. (company) — Registrant
• November 13, 2024 (date) — Earliest event reported
• November 15, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 916-573-3803 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value NCL NYSE American LLC I

Filing Documents

• ncl-20241113.htm (8-K) — 54KB
• or048_ex10-1.htm (EX-10.1) — 768KB
• 0001575872-24-001177.txt ( ) — 1054KB
• ncl-20241113.xsd (EX-101.SCH) — 4KB
• ncl-20241113_cal.xml (EX-101.CAL) — 1KB
• ncl-20241113_def.xml (EX-101.DEF) — 11KB
• ncl-20241113_lab.xml (EX-101.LAB) — 16KB
• ncl-20241113_pre.xml (EX-101.PRE) — 12KB
• ncl-20241113_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 13, 2024, Northann Corp. (the "Company") , approved by its board of directors, entered into a share purchase agreement (the "Raleigh SPA") with Jianqun Xu (the "Seller"), pursuant to which the Seller has agreed to transfer to the Company all of the outstanding shares of Raleigh Industries Limited, a company incorporated under the laws of Hong Kong, in exchange for the issuance of 4,500,000 shares (the "Consideration Shares") of the Company's common stock, par value $0.001 per share, to the Seller (the "Transaction"). The Consideration Shares were offered and sold in a transaction not involving a public offering and in compliance with exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The Transaction was closed on November 13, 2024. After the issuance of the Consideration Shares, the Company has 34,364,000 shares of common stock outstanding. The foregoing description of the Raleigh SPA does not purport to be complete, is qualified in its entirety by reference to the Raleigh SPA, filed as Exhibits 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. 1

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Share Purchase Agreement by and between the Company and Jianquan Xu dated November 13, 2024 104 Cover Page Interactive Data File 2

SIGNATURES

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: November 1 5 , 2024 By: /s/ Lin Li Name: Lin Li Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR