Northann Corp 2024年度报告

Form10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31,2024 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission file number:001-41688 NORTHANN CORP.(Exact name of registrant as specified in its charter) Nevada88-1513509(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) Registrant’s telephone number, including area code:(916)573 3803 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes¨No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yesx No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes x No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “emerging growth company” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨Nox The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 28, 2024, the lastbusiness day of the registrant's most recently completed second fiscal quarter, was $2,335,761based upon the closing price reportedfor such date on the NYSE American. OnJune 30, 2025, the registrant had 95,464,400 shares of common stock and 5,000,000 shares of Series A Preferred Stockoutstanding. NORTHANN CORP. TABLE OF CONTENTS CONVENTIONS THAT APPLY TO THIS ANNUAL REPORTiiPART IITEM 1.BUSINESS2ITEM 1A.RISK FACTORS22ITEM 1B.UNRESOLVED STAFF COMMENTS44ITEM 1C.CYBERSECURITY44ITEM 2.PROPERTIES44ITEM 3.LEGAL PROCEEDINGS45ITEM 4.MINE SAFETY DISCLOSURES45PART II46ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES46ITEM 6.[RESERVED]46ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS47ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK55ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA55ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE55ITEM 9A.CONTROLS AND PROCEDURES55ITEM 9B.OTHER INFORMATION56ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS56PART III57ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE57ITEM 11.EXECUTIVE COMPENSATION60ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS65ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE66ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES67PART IV68ITEM 15.EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES68INDEX TO FINANCIAL STATEMENTSF-1ITEM 16.FORM 10-K SUMMARY69 CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT Unless othe