Northann Corp 2025年度报告

Form 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission file number: 001-41816 NORTHANN CORP.(Exact name of registrant as specified in its charter) 88-1513509 (I.R.S. Employer Identification No.) Registrant’s telephone number, including area code:(916) 573 3803 Name of Each Exchange on WhichRegisteredNYSE American Common Stock, with par value of $0.001 Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “emerging growth company” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark 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. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2025, the lastbusiness day of the registrant's most recently completed second fiscal quarter, was $12,943,219.68based upon the closing pricereported for such date on the NYSE American. On April 10, 2026, the registrant had53,733,083 shares of common stock and 625,000 shares of Series A Preferred Stock outstanding. NORTHANN CORP.TABLE OF CONTENTS CONVENTIONS THAT APPLY TO THIS ANNUAL REPORTiiPART IITEM 1.BUSINESS2ITEM 1A.RISK FACTORS23ITEM 1B.UNRESOLVED STAFF COMMENTS45ITEM 1C.CYBERSECURITY45ITEM 2.PROPERTIES45ITEM 3.LEGAL PROCEEDINGS46ITEM 4.MINE SAFETY DISCLOSURES46PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES47ITEM 6.[RESERVED]47ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS48ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK54ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA54ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE54ITEM 9A.CONTROLS AND PROCEDURES54ITEM 9B.OTHER INFORMATION55ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS55PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE56ITEM 11.EXECUTIVE COMPENSATION59ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS64ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE65ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES66PART IVITEM 15.EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES67INDEX TO FINANCIAL STATEMENTSF-1ITEM 16.FORM 10-K SUMMARY69 CONVENTIONS THAT APPLY