Northann Corp美股招股说明书(2025-11-14版)

The selling stockholders (the “Selling Stockholders”) of Northann Corp. (“we,” “us” or the “Company”) identified in this prospectusmay offer and resell under this prospectus up to 15,000,000 shares of our common stock, par value $0.001 per share, as adjusted from120,000,000 shares of common stock to give effect to the 1-for-8 Reverse Stock Split effected by the Company on October 7, 2025(collectively, the “Registered Shares”). The Registered Shares offered for resale consists of the following: ·Up to 5,000,000 shares of common stock issued to each of the following investors on March 31, 2025, pursuant to the sharepurchase agreement entered into between the Company and such investors, on December 6, 2024 (the “Oneflow SPA”): oUp to 1,000,000 shares of common stock issued to Oneflow LLC;oUp to 1,000,000 shares of common stock issued to Ye Mo;oUp to 1,000,000 shares of common stock issued to Wenjue Wang;oUp to 1,000,000 shares of common stock issued to Lizaqueen Acquisition Inc.;oUp to 1,000,000 shares of common stock issued to Gageone LLC; and ·Up to 10,000,000 shares of common stock issued to each of the following investors on September 3, 2025, pursuant to theshare purchase agreement entered into between the Company and such investors, on December 6, 2024 (the “X29 SPA”): oUp to 2,000,000 shares of common stock issued to X29 LLC;oUp to 2,000,000 shares of common stock issued to Thilta Impact Funding LLC;oUp to 2,000,000 shares of common stock issued to Qianyun Zhu;oUp to 2,000,000 shares of common stock issued to Keqin Li;oUp to 2,000,000 shares of common stock issued to Zhiyun Xia. We are not selling any shares of our common stock in this offering and we will not receive any of the proceeds from the sale of shares ofour common stock by the Selling Stockholders. The Selling Stockholders will receive all of the proceeds from any sales of the shares ofour common stock offered hereby. Our registration of the shares of common stock covered by this prospectus does not mean that the Selling Stockholders will offer or sellany of the shares. The Selling Stockholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the common stock covered by this prospectus through public or private transactions at prevailing market prices, atprices related to prevailing market prices or at privately negotiated prices. For additional information on the possible methods of salethat may be used by the Selling Stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution.” Any common stock subject to resale hereunder will have been issued by us and acquired by the Selling Stockholders prior to any resaleof such shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the shares in this offering. The Selling Stockholders will bearall commissions and discounts, if any, attributable to its sales of the shares of common stock offered hereby. We will incur costs andexpenses in connection with the registration of the shares of our common stock offered hereby, including filing, legal and accountingfees. Our common stock is listed on The New York Stock Exchange under the symbol “NCL.” The last reported sale price of our commonstock on The New York Stock Exchange on October 11, 2025, was $0.4838 per share. Unless otherwise indicated, all information in this prospectus reflects (i) a 2-for-1 reverse split of our issued and outstanding shares ofcommon stock and series A preferred stock (the “Series A Preferred Stock”), effected on July 5, 2023, and (ii) an 8-for-1 reverse split ofour issued and outstanding shares of common stock and Series A Preferred Stock, effected on October 7, 2025. The Company qualifies as an “emerging growth company” and “smaller reporting company” and is subject to reduced public companyreporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Prospectus Summary—Implications of Being a Smaller Reporting Company” on page 10. Investing in our common stock involves significant risks. The risks could result in a material change in the value of the securitieswe are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors.See “Risk Factors” beginning on page 14 to read about factors you should consider before buying our common stock. The shares of common stock offered in this prospectus are shares of Northann Corp., the Nevada holding company, which has nomaterial operations of its own and conducts substantially all of its operations through its operating entities in the United States, HongKong and China. For a description of our corporate structure, see “Corporate History and Structure”beginning on page 32. Ourcorporate structure involves unique risks to investors. See “Risk Factors – Risks Related to Our Corporate Structure”. In addition, as most