Northann Corp美股招股说明书(2025-11-20版)

This prospectus supplement updates, amends and supplements the prospectus dated November 13, 2025 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-1 (Registration No. 333-290562). Capitalized terms used in this prospectussupplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is solely being filed to update the Selling Stockholders table to reflect transfers, including gifts, of theresale of all of the Registered Shares. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this Our common stock is traded on NYSE American under the symbol “NCL.” On November 19, 2025, the last reported sale price of ourcommon stock was $0.397 per share. Investing in shares of our Ordinary Shares involves risks that are described in the “Risk Factors” section beginning on page 16of the Prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any The date of this prospectus supplement is November 20, 2025. SELLING STOCKHOLDERS Unless the context otherwise requires, as used in this prospectus, “Selling Stockholders” includes the Selling Stockholders listedbelow and donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from the The shares of common stock being offered by the Selling Stockholders are those issued to the Selling Stockholders. We are registeringthe shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. The Selling The table below lists the Selling Stockholders and other information regarding the beneficial ownership (as determined under Section13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stockheld by the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by the Selling (1)Percentage of shares beneficially owned after the resale of all the Registered Shares offered by this prospectus assumes there are22,743,104 shares of outstanding common stock. (2)Assumes the sale of all Registered Shares in the offering. (4)Lizaqueen Acquisition Limited received the shares pursuant to the Oneflow SPA. The address of Lizaqueen Acquisition Limited isROOM 401, 4/F., WANCHAI CENTRAL BUILDING, 89 LOCKHART ROAD, WAN CHAI, HONG KONG. (5)Gageone LLC received the shares pursuant to the Oneflow SPA. The address of Gageone LLC is ROOM 401, 4/F., WANCHAICENTRAL BUILDING, 89 LOCKHART ROAD,WAN CHAI, HONG KONG. (6)Wenjue Wang received 1,000,000 shares pursuant to the Oneflow SPA, and 750,000 shares as a gift from Mo Ye on November 5,2025. Mo Ye received the shares pursuant to the Oneflow SPA. The address of Wenjue Wang is NO.888 Renmin Road, Hutang (7)Richard Stroud received 250,000 shares as a gift from Mo Ye on November 5, 2025. Mo Ye received the shares pursuant to theOneflow SPA. The address of Richard Stroud is 2596 LANDMARK DRIVE, WINSTON-SALEM NC 27103. (8)X29 LLC received the shares pursuant to the X29 SPA. The address of X29 LLC is 2081 Harrodsburg Road, Lexington, Kentucky40504. (9)Ruiman Xu received 2,000,000 shares from Zhiyun Xia as a gift on November 13, 2025. Zhiyun Xia received the shares pursuantto the X29 SPA. The address of Ruiman Xu is NO.888 RENMIN ROAD, HUTANG TOWN, WUJIN DISTRICT, JIANGSU, (10)Chuntao Li received 2,000,000 shares from Keqin Li as a gift on November 12, 2025. Keqin Li received the shares pursuant to theX29 SPA. The address of Chuntao Li is NO.14 MAPARI, JIEFANG NORTH ROAD, HUNAN PROVINCE, CHINA. (11)Jianqun Xu received 2,000,000 shares from Qianyun Zhu as a gift on November 12, 2025. Qianyun Zhu received the sharespursuant to the X29 SPA. The address of Jianqun Xu is NO.14 MAPARI, JIEFANG NORTH ROAD, YUHU DISTRICT, (12)Thilta Impact Funding LLC received the shares pursuant to the X29 SPA. The address of Thilta Impact Funding LLC is ROOM401, 4/F., WANCHAI CENTRAL BUILDING, 89 LOCKHART ROAD, WAN CHAI, HONG KONG.