Northann Corp美股招股说明书(2025-12-29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 December 23, 2025, which is 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 thisprospectus supplement with your Prospectus for future reference. Our common stock is traded on NYSE American under the symbol “NCL.” On December 26, 2025, the last reported sale price of ourcommon stock was $0.315 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. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is December 29, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):December 18, 2025 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: 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) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: 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). Emerging Growth Company 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. Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC On December 18, 2025, Northann Corp. (the “Company”) entered into a Financing and Strategic Planning Advisory Agreement withLinkun Investment LLC (“Linkun Investment”, and such agreement, the “Linkun Investment Consulting Agreement”). Pursuant to the Linkun Investment Consulting Agreement, Linkun Investment has agreed to provide certain strategic planning advisoryservices in connection with the Company’s business development during the term of the agreement, which is six months from the dateof execution of the Linkun Investment Consulting Agreement, unless otherwise earlier terminated by mutual agreement of the parties. In consideration for agreeing to provide such strategic planning advisory services under the Linkun Investment Consulting Agreement,the Company has agreed to issue and allot 1,800,000 shares of the Company’s common stock, par value $0.001 per share (the “LinkunInvestment Compensation Shares”) to two individualsdesigned by Linkun Investment. Pursuant to the Linkun Investment ConsultingAgreement, the Linkun Investment Compensation Shares shall only be issued after the NYSE American approves the issuance. Theissuance of the Linkun Investment Compensation Shares will be subject to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description of the Linkun Investment Consulting Agreement does not purport to be complete, and is qualified in itsentirety by reference to the Linkun Investment Consulting Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K. Operation and Strategic Planning Advisory Agreement with Lu Wang On December 19, 2025, the Company entered into an Operation and Strategic Planning Advisory Agreement with Lu Wan