Northann Corp. 8-K

What Happened

• Northann Corp. (NCL) announced two advisory agreements in an 8-K filed December 23, 2025. The company agreed to issue a total of 3,300,000 shares of common stock as compensation for strategic planning and operational advisory services: 1,800,000 shares to persons designated by Linkun Investment LLC under a Financing and Strategic Planning Advisory Agreement dated December 18, 2025, and 1,500,000 shares to an individual designated by Lu Wang under an Operation and Strategic Planning Advisory Agreement dated December 19, 2025.
• The Linkun agreement term is six months from December 18, 2025 (unless earlier terminated). The Lu Wang agreement runs July 1, 2025 through June 30, 2026 (unless earlier terminated). All shares will be issued only after NYSE American approval and are to be issued pursuant to the Section 4(a)(2) exemption from registration.

Key Details

• 3,300,000 total common shares to be issued as advisor compensation: 1,800,000 (Linkun) + 1,500,000 (Lu Wang).
• Linkun agreement signed December 18, 2025; term = six months from execution.
• Lu Wang agreement signed December 19, 2025; term = July 1, 2025 – June 30, 2026.
• Issuance contingent on NYSE American approval and will be unregistered sales relying on Section 4(a)(2) of the Securities Act.

Why It Matters

• If issued, these shares will increase Northann’s outstanding common stock by 3.3 million shares, which can dilute existing shareholders’ ownership and per-share metrics (e.g., earnings per share).
• The compensation is equity-based rather than cash, which reduces near-term cash outflow but affects share count.
• Issuance requires NYSE American approval and is being completed as unregistered transactions under Section 4(a)(2), so timing and finality depend on exchange approval and completion of the private placement process.