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~~February 3124, ~~2025~~2026

NORTHANN CORP.

(Exact name of registrant as specified in its charter)

Nevada		~~000~~001-~~56051~~41816		8288-~~2911016~~1513509
(State or Other Jurisdictionof Incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification 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 53.0701. ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

OnAs previously disclosed in the Current Report on Form 8-K filed on December 3111, 2025, Northann Corp. (the “Company”) ~~held~~received ~~its~~a ~~annual~~written ~~general~~notice ~~meeting~~ of ~~stockholders~~non-compliance (the “~~Annual General Meeting~~Notice”). ~~The~~from ~~matters~~the ~~voted~~NYSE onAmerican atLLC (the ~~Annual~~“NYSE ~~General~~American”) ~~Meeting~~indicating ~~were:~~that ~~(i)~~ the ~~election~~Company ofwas ~~five~~not ~~directors~~in tocompliance ~~hold~~with ~~office until~~ the ~~next~~NYSE ~~annual~~American ~~meeting~~continued oflisting ~~stockholders~~standards orset ~~until~~forth ~~their~~in ~~successors~~Sections ~~are duly elected and qualified;~~ 1003(iia)(i) ~~the ratification~~ of ~~LAO~~the ~~Professionals~~NYSE asAmerican ~~the~~ Company’s ~~independent~~Guide ~~registered public accounting firm for~~ (the ~~year~~“Company ~~ending December 31, 2025; (iii~~Guide”). ~~the~~The ~~adoption~~Company ofwas ~~the~~required ~~proposal~~ to ~~authorize~~submit ~~the~~a ~~Board~~plan ofby ~~Directors~~January ~~of the Company (the “Board”)~~7, ~~in its discretion~~2026, aadvising ~~reverse stock split~~ of ~~all~~actions oftaken ~~the~~or ~~Company’s~~will ~~issued~~be ~~and~~taken ~~outstanding~~to ~~common~~regain ~~stock,~~compliance ~~par value $0.0001 per share (~~with ~~no change to~~ the ~~authorized~~continued ~~capital~~listings ~~stock~~standards of the Company), atGuide aby ~~specific~~June ~~ratio~~8, ~~ranging~~2027 ~~from one-for-three~~ (~~1:3) to one-for-twenty (1:20), with~~ the ~~timing and ratio to be determined by the Board if effected (the~~ “~~Reverse Split Proposal~~Plan”);. ~~(iv)~~The ~~the~~Company ~~adoption~~submitted of the ~~proposal to amend the terms of the Company’s 2023 Equity Incentive~~ Plan, as ~~amended,~~required ~~to provide for an additional 2,000,000 shares to be issued~~ in ~~connection with awards granted thereunder (~~the “Notice.

~~the~~On ~~adoption~~February of24, 2026, the ~~proposal~~Company toreceived ~~approve~~a ~~for~~notification ~~purposes~~(the of“Acceptance ~~complying with Section 712(b~~Letter”) offrom the NYSE ~~Company~~American ~~Guide,~~that the ~~issuance~~Plan ofwas ~~12,500,000~~accepted. ~~shares~~In ~~of common stock to~~ the ~~designee~~Acceptance ~~of Kingsford Consultancy Ltd. (“Kingsford”)~~Letter, ~~pursuant to~~ the ~~asset~~NYSE ~~purchase~~American ~~agreement~~granted ~~between Kingsford and~~ the Company, ~~dated~~until ~~November~~June 238, ~~2025,~~2027 ~~which would result in an increase in~~ (the ~~Company’s~~“Plan ~~outstanding~~Period”) ~~common~~to ~~stock~~regain ofcompliance ~~over~~with ~~20% (~~the ~~“Kingsford~~continued ~~Stock~~listing standards.

During the Plan Period, the Company

; (vi) the adoption of the proposal to approve for purposes of complying with Section 713(a) of the NYSE Company Guide, the issuance of 15,000,000 shares of common stock to the designee of Asia Resource Holdings Limited (“Asia Resource”), pursuant to the development agreement between Asia Resource and the Company, dated November 23, 2025, which exceed 20% of the Company’s presently outstanding common stock (the “Asia Resourceis

subject to periodic review by the NYSE American on its progress with the goals and initiatives outlined in the Plan. The Company intends to take all reasonable measures available to regain compliance with Sections 1003(a)(i) of the Company Guide during the Plan Period. If the Company does not regain compliance with the NYSE American listing standards by June 8, 2027, or if the Company does not make sufficient progress consistent with the Plan during the Plan Period, then NYSE American may initiate delisting proceedings.

The Acceptance Letter has no immediate impact on the listing of the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), which will continue to be listed and traded on the NYSE American during the Plan Period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol “NCL”. The Acceptance Letter does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

~~The~~Item ~~voting~~8.01 ~~results~~Other ~~for each item of business voted upon at the Annual General Meeting were as follows:~~Events.

1.On ~~The~~March ~~votes cast with respect to the proposal to elect five directors~~2, ~~Lin Li~~2026, ~~Kurtis~~the W.Company ~~Winn,~~issued ~~Bradley~~a C.press ~~Lalonde,~~release ~~Umesh~~relating ~~Patel,~~to ~~and~~the ~~Jing~~matters ~~Zhang,~~described asin ~~directors~~Item 3.01 of ~~the~~this ~~Company~~Current toReport ~~hold~~on ~~office~~Form ~~until~~8-K, ~~the~~a ~~next~~copy ~~annual meeting~~ of ~~stockholders~~which oris ~~until~~attached ~~their~~hereto ~~successors are duly elected and qualified, were~~ as ~~follows:~~

	FOR	WITHHELD	BROKER NON-VOTES
Lin Li	23,337,672	102,427	992,280
Kurtis W. Winn	23,367,498	72,600	992,280
Bradley C. Lalonde	23,372,286	67,812	992,280
Umesh Patel	23,369,766	70,332	992,280
Jing Zhang	23,340,042	100,056	992,280

Exhibit

As ~~a result, the stockholders elected each nominee to serve as a director of the Company~~99.1.

2Item 9.01 ~~The~~Financial ~~votes~~Statement ~~cast~~and ~~with respect to the ratification of appointment of independent auditors were as follows:~~Exhibits.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
24,321,665		107,408		3,306		N/A

(d) Exhibits

As a result, the stockholders ratified the appointment of independent auditors.

Exhibit No.		Description
99.1		Press Release dated March 2, 2026.
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

3. The votes cast with respect to the Stock Reverse Split Proposal were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
24,136,220		293,814		2,343		N/A

As a result, the stockholders approved the Stock Reverse Split Proposal.

4. The votes cast with respect to the Amendment to Plan Proposal were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
23,307,762		129,883		2,453		992,280

As a result, the stockholders approved the Amendment to Plan Proposal.

5. The votes cast with respect to the Kingsford Stock Issuance Proposal were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
23,284,292		150,881		4,926		992,280

As a result, the stockholders approved the Kingsford Stock Issuance Proposal.

6. The votes cast with respect to the Asia Resource Stock Issuance Proposal were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
23,284,259		150,914		4,926		992,280

As a result, the stockholders approved the Asia Resource Stock Issuance Proposal.

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
Date: March 2, 2026	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer

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