Northann Corp美股招股说明书(2025-11-25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 being filed to update, amend, and supplement the information included in the Prospectus with theinformation contained in our Current Report on Form 8-K filed with the SEC on November 24, 2025, and our Preliminary ProxyStatement on Schedule 14A filed with the SEC on November 24, 2025, both of which are set forth below. 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 24, 2025, the last reported sale price of ourcommon stock was $0.3981 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 25, 2025. 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) 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). If an emerging growth company, indicate by checkmark 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. Item 1.01. Entry into a Material Definitive Agreement. Asset Purchase Agreement with Kingsford Consultancy Ltd. On November 23, 2025, the Northann Corp. (the “Company”) entered into anassetpurchaseagreement with Kingsford ConsultancyLtd. (“Kingsford”, and such agreement, the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, Kingsford agreed to provide to the Company certain proprietary software assets relating toa supply chain management system, including all related intellectual property rights therein (the “Software”), pursuant to the terms ofthe Asset Purchase Agreement. As consideration for the Software, the Company agreed to pay $5,000,000 as the purchase price, by issuing 12,500,000 shares of theCompany’s common stock, par value $0.001 per share (the “Common Stock”) (the “Kingsford Shares”), i.e. $0.40 per share, to a The closing of the Asset Purchase Agreement is required to occur no later than three business days after all closing conditions aresatisfied or waived, or at such other times as the parties may agree. The closing conditions include but not limited to, the approval ofthe issuance of the Kingsford Shares by the Company’s stockholders and the NYSE American. Kingsford represented and warranted, The Kingsford Shares shall be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of1933, as amended. The Kingsford Shares shall constitute restricted securities and will bear a restrictive legend as set out under the The foregoing description of the Asset Purchase Agreement does not purport to be complete, and is qualified in its entirety byreference to the Asset Purchase Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K. Development Agreement with Asia Resource Holdings Limited On November 23, 2025, the Company entered into adevelopmentagreement with Asia Resource Holdings Limited (“Asia Resource”,and such agreement, the “Development Agreement”). Pursuant to the Development Agreement, Asia Resource agreed to develop and provide to the Company the NCL CustomizedIntelligent Decoration Platform, a customized software, including all intellectual property rights therein (the “Platform”). As the consideration for the Platform, the Company agreed to pay $6,000,000, by issuing a total of 15,000,000 shares of theCompany’s Common Stock(the “Asia Resource Shares”), i.e. $0.40 per share, in two separate tranches of 8,000,000 shares and The first tranche of the Asia Resource Shares (i.e., 8,000,000 shares) shall be delivered by the Company within five business days afterbo