Northann Corp美股招股说明书(2025-12-04版)

Northann Corp. 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 Definitive Proxy Statement on Form Schedule 14A, filed with the SEC on December 4, 2025, which is 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 December 3, 2025, the last reported sale price of ourcommon stock was $0.392 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 December 4, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy StatementConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Northann Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which theoffsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule andthe date of its filing. Northann Corp.2251 Catawba River RdFort Lawn, SC 29714 Dear Fellow Stockholder: We cordially invite you to attend the 2025 annual meeting (“Annual Meeting”) of stockholders of Northann Corp., which willbe held at 10 a.m., EST, on December 31, 2025, Wednesday, at our corporate headquarters at 2251 Catawba River Rd, Fort Lawn, SC29714. All stockholders of record at the close of business on December 1, 2025 are entitled to vote at the Annual Meeting. The formal At the Annual Meeting, stockholders will be asked to: 1.elect Lin Li, Kurtis W. Winn, Bradley C. Lalonde, Umesh Patel, and Jing Zhang as directors to hold office until thenext annual meeting or until their respective successors are elected and qualified;2.ratify the appointment of LAO Professionals, to serve as our independent registered public accounting firm for theyear ending December 31, 2025;3.authorize our Board of Directors to effect, in its discretion, a reverse stock split of all of our issued and outstandingcommon stock, par value $0.0001 per share (with no change to the authorized capital stock of the Company), at aspecific ratio, ranging from one-for-three (1:3) to one-for-twenty (1:20), with the timing and ratio to be determined Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at themeeting and we urge you to vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you may voteelectronically over the Internet or by email, or if you receive a proxy card or voting instruction form in the mail, by mailing the For admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as adriver’s license or passport, and proof of ownership of our capital stock as of the record date, such as the enclosed proxy card or a We look forward to seeing you on December 31, 2025. Sincerely, Lin LiChairman of the Board, Chief Executive Officer,President, Secretary, and Treasurer NOTICE IS HEREBY GIVEN that the 2025 annual meeting (“Annual Meeting”) of stockholders of Northann Corp., aNevada corporation, will be held at 10 a.m., EST, on December 31, 2025, Wednesday, at our corporate headquarters at 2251 Catawba 1.To elect Lin Li, Kurtis W. Winn, Bradley C. Lalonde, Umesh Patel, and Jing Zhang as directors to serve on ourBoard of Directors until the next annual meeting of stockholders or until their successors are duly elected andqualified;2.To ratify the a