Northann Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-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): February 24, 2026

NORTHANN CORP

(Exact name of registrant as specified in its charter)

Nevada		001-41816		88-1513509
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2251 Catawba River Rd.

Fort Lawn,

29714

(Address of Principal Executive Office) (Zip Code)

(916) 573 3803

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		NCL		NYSE American LLC

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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Current Report on Form 8-K filed on December 11, 2025, Northann Corp. (the “Company”) received a written notice of non-compliance (the “Notice”) from the NYSE American LLC (the “NYSE American”) indicating that the Company was not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”). The Company was required to submit a plan by January 7, 2026, advising of actions taken or will be taken to regain compliance with the continued listings standards of the Company Guide by June 8, 2027 (the “Plan”). The Company submitted the Plan as required in the Notice.

On February 24, 2026, the Company received a notification (the “Acceptance Letter”) from the NYSE American that the Plan was accepted. In the Acceptance Letter, the NYSE American granted the Company until June 8, 2027 (the “Plan Period”) to regain compliance with the continued listing standards.

During the Plan Period, the Company

subject to periodic review by the NYSE American on its progress with the goals and initiatives outlined in the Plan. The Company intends to take all reasonable measures available to regain compliance with Sections 1003(a)(i) of the Company Guide during the Plan Period. If the Company does not regain compliance with the NYSE American listing standards by June 8, 2027, or if the Company does not make sufficient progress consistent with the Plan during the Plan Period, then NYSE American may initiate delisting proceedings.

The Acceptance Letter has no immediate impact on the listing of the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), which will continue to be listed and traded on the NYSE American during the Plan Period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol “NCL”. The Acceptance Letter does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

Item 8.01 Other Events.

On March 2, 2026, the Company issued a press release relating to the matters described in Item 3.01 of this Current Report on Form 8-K, a copy of which is attached hereto as

Exhibit

99.1.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated March 2, 2026.
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORTHANN CORP.

Date: March 2 , 2026	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer

Exhibit 99.1

Northann Corp. Announces NYSE American's Acceptance of its Strategic Listing Optimization Plan

Fort Lawn, South Carolina, March 2, 2026 – Northann Corp. (NYSE American: NCL) (the "Company"), a technology innovator and producer of sustainable, natural material-based products for interior finishes, today announced that on February 24, 2026, it received an official notification from the NYSE American LLC (the “NYSE American”) accepting the Company’s strategic plan to regain compliance with the NYSE American’s listing standards . This acceptance letter granted the Company until June 8, 2027 (the “Plan Period”), to regain compliance with the continued listing standards.

During the Plan Period, the Company plans to maintain close, collaborative communication with the NYSE American, sharing periodic updates on its strategic milestones. If the Company does not regain compliance with the NYSE American listing standards by June 8, 2027, or if the Company does not make sufficient progress consistent with the Plan during the Plan Period, then NYSE American may initiate delisting proceedings. The Company's management is actively executing a comprehensive 2026 roadmap to enhance shareholder value. This includes the recently announced strategic expansion into major North American retail channels, synergistic partnerships such as the collaboration with globally renowned manufacturers in USA, and the continuous optimization of its capital structure. These initiatives reflect the Company's steadfast commitment to following the NYSE American guidelines while scaling its business.

The Company’s shares of common stock, par value $0.001 per share, will continue to be listed and traded on the NYSE American during the Plan Period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Acceptance Letter does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission (“SEC”).

Additional details regarding the Acceptance Letter from the NYSE American are included in, and the description above is qualified in its entirety by, the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2026.

About Northann Corp.

Headquartered in Fort Lawn, South Carolina, the Company is a leader in additive manufacturing and 3D printing technologies for the building materials and home improvement industry. Through its flagship brand, Benchwick, and proprietary solutions such as Infinite Glass and the eco-friendly Blue11, the Company provides highly innovative flooring, cabinetry, and other construction products. the Company boasts a robust portfolio of over 60 granted or pending patents, underscoring its steadfast dedication to environmental responsibility and sustainable innovation.

Investor Relations Contact:

Northann Corp.

[email protected]

916-573-3803