10-Q - NCL - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended March 31, 2026

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from to

Commission File No. 001-41816

NORTHANN CORP.
(Exact name of registrant as specified in its charter)
Nevada	88-1513509
---	---
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(I.R.S. Employer<br><br> <br>Identification No.)
2251 Catawba River Rd<br><br> <br>Fort Lawn, <br>SC	29714
---	---
(Address of Principal Executive Offices)	(Zip Code)
(916) 573 3803
---
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

On May 15 , 2026, the registrant had

53,733,083

shares of common stock and 625,000 shares of Series A Preferred Stock outstanding.

Northann Corp.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		F-1
Item 1.	Financial Statements	F-1
	Consolidated Balance Sheets	F-1
	Consolidated Statements of Operations and Comprehensive Income Loss	F-2
	Consolidated Statements of Shareholders’ (Deficit)	F-3
	Consolidated Statements of Cash Flows	F-4
	Notes to Consolidated Financial Statements	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 4.	Control and Procedures	9
PART II – OTHER INFORMATION		9
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	9
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	10
SIGNATURES		11
i
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PART I – FINANCIAL INFORMATION

NORTHANN CORP.

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars)

			December 31,
			2025

ASSETS
Current Assets
Cash and cash equivalents	239,641		$	1,030,612
Accounts receivable, net	3,850,848			3,512,715
Inventory	6,065,681			6,185,698
Prepaid expense	708,545			573,094
Other receivables and other current assets	28,242			50,075
Tax recoverable	18,136			-
Due from related party	1,643,288			985,018
Total Current Assets	12,554,381			12,337,212
Property, plant and equipment, net	3,404,651			3,507,401
Construction in progress	2,364,488			2,127,295
Intangible assets, net	11,085,329			994,928
Operating lease right-of-use assets, net	1,372,742			1,466,512
Security deposits	9,030			9,030
TOTAL ASSETS	30,790,621		$	20,442,378
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts and other payables and accruals	5,970,838		$	4,322,020
Unearned revenue	674,690			1,349,672
Operating lease liabilities, current	373,584			374,585
Loan payable, current	1,318,477			1,302,745
Tax payable	-			22,538
Total Current Liabilities	8,337,589			7,371,560
Operating lease liabilities, non-current	999,157			1,091,927
Loan payable, non-current	3,003,953			2,968,709
TOTAL LIABILITIES	12,340,699			11,432,196
Commitments and contingencies	-			-
Stockholders' Equity
Preferred stock – Series A: 0.001 par value, 20,000,000 shares authorized, 625,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025	625			625
Preferred stock – Undesignated: 80,000,000 authorized, 0.001 par value, No shares issued and outstanding	-			-
Common stock: 0.001 par value, 400,000,000 shares authorized, 53,733,083 shares issued and outstanding as of March 31, 2026 and 22,933,083 shares issued and outstanding as of December 31, 2025	53,733			22,933
Subscription receivable	(11,879,902	)		(12,706,602	)
Additional paid-in Capital	53,137,586			41,709,686
Accumulated deficit	(24,263,124	)		(21,367,799	)
Accumulated other comprehensive income	1,401,004			1,351,339
Total stockholders’ equity	18,449,922			9,010,182
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	30,790,621		$	20,442,378

All values are in US Dollars.

*	Retroactively reflect 1-for-8 reverse stock split effective on October 7, 2025. (Note 16)

The accompanying notes are an integral part of these consolidated financial statements.

F-1

NORTHANN CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Three Months Ended
	March 31,
	2026			2025
Revenue	$	4,961,778		$	3,437,727
Cost of revenue		5,456,431			3,047,069
Gross Profit		(494,653	)		390,658
Operating Expenses
Selling		388,664			1,021,999
General and administrative		1,734,321			1,481,255
Research and development		233,754			462,062
Total Operating Expenses		2,356,739			2,965,316
LOSS FROM OPERATIONS		(2,851,392	)		(2,574,658	)
Other Income (Expense)
Interest income		2			-
Interest expense		(43,935	)		(56,056	)
Other expense		-			(15	)
Total other income (expense)		(43,933	)		(56,071	)
LOSS BEFORE TAXES		(2,895,325	)		(2,630,729	)
Income tax expense		-			-
NET LOSS	$	(2,895,325	)	$	(2,630,729	)
Other comprehensive income
Foreign currency translation adjustment		49,665			(206,395	)
Total comprehensive loss	$	(2,845,660	)	$	(2,837,124	)
Basic and dilutive earnings per share	$	(0.064	)	$	(0.028	)
Weighted average common shares outstanding - basic*		45,115,306			95,464,000
Weighted average common shares outstanding - diluted*		45,115,306			95,464,000

* Retroactively reflect 1-for-8 reverse stock split effective on October 7, 2025. (Note 16)

The accompanying notes are an integral part of these consolidated financial statements.

F-2

NORTHANN CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In U.S. dollars)

																	Accumulated
	Preferred Stock				Common Stock							Additional					Other			Total
	Number of<br><br> <br>Shares*		Par Value		Number of<br><br> <br>Shares*		Par Value		Subscription<br><br> <br>Receivable			Paid-in<br><br> <br>Capital		Accumulated<br><br> <br>Deficit			Comprehensive<br><br> <br>Income (Loss)			Stockholders'<br><br> <br>Equity
Balance - December 31, 2024		625,000	$	625		6,933,050	$	6,933	$	(1,375,000	)	$	12,612,821	$	(9,693,818	)	$	1,047,612		$	2,599,173
Issuance of common stock		-		-		5,000,000		5,000		(4,800,850	)		8,128,000		-			-			3,332,150
Net loss		-		-		-		-		-			-		(2,630,729	)		-			(2,630,729	)
Accrued compensation expense		-		-		-		-		-			816,750		-			-			816,750
Accumulated other comprehensive income		-		-		-		-		-			-		-			(206,395	)		(206,395	)
Balance - March 31, 2025		625,000	$	625		11,933,050	$	11,933	$	(6,175,850	)	$	21,557,571	$	(12,324,547	)	$	841,217		$	3,910,949
																	Accumulated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Preferred Stock				Common Stock							Additional					Other		Total
	Number of<br><br>Shares*		Par Value		Number of<br><br>Shares*		Par Value		Subscription<br><br>Receivable			Paid-in<br><br>Capital		Accumulated<br><br>Deficit			Comprehensive<br><br>Income (Loss)		Stockholders'<br><br>Equity
Balance - December 31, 2025		625,000	$	625	$	22,933,083	$	22,933	$	(12,706,602	)	$	41,709,686	$	(21,367,799	)	$	1,351,339	$	9,010,182
Net loss		-		-		-		-		-			-		(2,895,325	)		-		(2,895,325	)
Issuance of common stock for cash		-		-		-		-		826,700			-		-			-		826,700
Issuance of common stock for services		-		-		3,300,000		3,300		-			455,400		-			-		458,700
Issuance of common stock for capitalized software		-		-		27,500,000		27,500		-			10,972,500		-			-		11,000,000
Accumulated other comprehensive income		-		-		-		-		-			-		-			49,665		49,665
Balance - March 31, 2026		625,000	$	625		53,733,083	$	53,733	$	(11,879,902	)	$	53,137,586	$	(24,263,124	)	$	1,401,004	$	18,449,922
*	Retroactively reflect 1-for-8 reverse stock split effective on October 7, 2025. (Note 16)
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The accompanying notes are an integral part of these consolidated financial statements.

F-3

NORTHANN CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

	Three Months Ended
	March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,895,325	)	$	(2,630,729	)
Net income from discontinued operations
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,075,036			247,692
Share-based Compensation		458,700			816,750
Lease expense		111,712			86,294
Changes in operating assets and liabilities:
Accounts receivable		(335,528	)		(641,101	)
Inventory		142,449			(345,338	)
Other receivable		22,444			45,729
Prepayments		(127,112	)		(80,475	)
Accounts payable		1,598,187			1,081,442
Accruals and other payables		34,094			1,135,641
Unearned revenue		(674,981	)		-
Accrued interest		-			(4,510	)
Operating lease payment		(111,712	)		(86,294	)
Tax payable		(40,844	)		(635,568	)
Due to related party		(658,281	)		-
Net Cash (Used in) Operating Activities		(1,401,161	)		(1,010,467	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		(3,429	)		-
Payments for construction		(207,150	)		(149,042	)
Net Cash (Used in) Investing Activities		(210,579	)		(149,042	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stocks		-			3,332,150
Stock Subscription Receivable		826,700			-
Amounts received from related parties		-			(263,229	)
Proceeds from bank borrowings		-			79,276
Repayments of loan payable, current		(8,406	)		-
Net Cash Provided by (Used in) Financing Activities		818,294			3,148,197
EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS		2,474			(367,548	)
Net change in cash and cash equivalents		(790,972	)		1,621,140
Cash and cash equivalents, beginning of period		1,030,612			245,164
Cash and cash equivalents, end of period	$	239,641		$	1,866,304
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	44,128		$	51,473
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for capitalized software	$	11,000,000		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In U.S. dollars)

1.	ORGANIZATION AND BUSINESS

The Company commenced operations in August 2013 with the establishment of Northann Building Solutions LLC. (“NBS”) in Delaware. In December 2013, Northann (Changzhou) Construction Products Ltd (“NCP”) was established in China. All of its products were manufactured through NCP.

In March 2014, Benchwich Construction Products Ltd (“Benchwick”) was established in Hong Kong. All wholesales to distributors are conducted through Benchwick.

In April 2014, Changzhou Macro Merit International Trading Co., Ltd. (“MARCO”) was established in China. All the import/export of our products are conducted through MARCO.

In February 2016, Northann Distribution Center Inc. (“NDC”) was established in California. NDC is a distribution center in the United States and maintains a small inventory for retail sales.

In September 2017, Changzhou Ringold International Trading Co., Ltd. (“Ringold”) was established in China. All of the raw material are procured from third parties through Ringold.

In September 2018, Crazy Industry (Changzhou) Industry Technology Co., Ltd. (“Crazy Industry”) was established in China. Crazy Industry is the research and development hub.

In June 2020, Dotfloor Inc. (“Dotfloor”) was established in California. Dotfloor is a U.S. distribution subsidiary of the Company .

In March 2022, Northann Corp. (“Northann”), the current ultimate holding company, was incorporated in Nevada as part of the restructuring transactions in contemplation of our initial public offering. In connection with its incorporation, in April 2022, we completed a share swap transaction and issued common stock and Series A Preferred Stock of Northann to the then existing shareholders of NBS, based on their then respective equity interests held in NBS. NBS then became our wholly owned subsidiary. In accordance to ASC 805-50-30-5 and ASC 805-50-45-1 through 45-5, the series of restructuring transactions have been accounted for as transactions between entities under common control; accordingly, the Company’s historical capital structure has been retroactively restated to the first period presented.

On October 23, 2023, the Company consummated the initial public offering (the “IPO”) of 1,200,000 shares of common stock, par value $0.001 per share at an offering price of $5.00 per share. On October 25, 2023, the underwriters of the IPO fully exercised the over-allotment option granted by the Company and purchased additional 180,000 shares of Common Stock at $5.00 per share. The closing of the Over-Allotment Option took place on October 26, 2023.

In October and November 2024, the Company acquired Cedar Modern Limited and Raleigh Industries Limited, respectively.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2026, the Company had a working capital of $4,216,792 and net cash used in operating activities of $1,401,161 for the three months ended March 31, 2026. The Company may not have adequate liquidity to remain solvent and settle its obligations when payment become due; these factors gave rise to substantial doubt that the Company would continue as a going concern. Management is closely monitoring its financial position, especially its working capital and cash position, as well as its gross profit margins where its positive results of operations will allow the Company to continue as going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

In February 2026, the Company received a purchase order of approximately $2.0 million from a leading Midwest home improvement retailer for Benchwick flooring products. This order, together with the Company’s existing vendor relationships with several major North American home improvement retail chains, demonstrates the growing market acceptance of the Company’s 3D-printed flooring products.

During the three months ended March 31, 2026, the Company has received partial payments toward the subscription receivable balance. Management has obtained payment commitments from the subscription holders and expects substantially all of the remaining subscription receivable balance to be collected during the first and second quarters of fiscal year 2026. The collection of these amounts will significantly strengthen the Company’s cash position and liquidity, extending the Company’s cash runway well beyond twelve months from the date of these financial statements. Management believes the subscription receivable is fully collectible based on the following factors: (i) the subscription holders have demonstrated their intent and ability to pay through partial payments received subsequent to the balance sheet date; (ii) the subscription agreements are legally binding and enforceable; (iii) the Company has maintained active communication with all subscription holders regarding payment schedules; and (iv) management is not aware of any indicators of financial distress or inability to pay on the part of any subscription holder. Accordingly, no allowance for credit losses has been recorded against the subscription receivable as of March 31, 2026.

F-5
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

Use of Estimates

The preparation of these consolidation financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.

Basis of Consolidation

The consolidated financial statements include the financial statements of the Company.

Revenue Recognition

The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation.

Revenue for sales of products which are primarily comprised of hardwood floors and three-dimensional printed flooring are recognized at the time of delivery of the products set forth in contracts with customers. At the time of delivery, physical and legal control of the asset is passed from the Company to its customer, at which time the Company believes it has satisfied the single performance obligation to complete a sales transaction in order to recognize revenue. The Company’s contracts do not allow for returns, refunds, or warranties; however, it is customary in the industry to manufacturers to ship a small portion of extra product to allow for product quality issues. Also, as matter of good business practice, under very specific situations, the Company has historically agreed to provide minor discounts to customers who made complaints on products purchased. The Company has recorded these costs as period expenses when incurred as the Company is not able to reliably estimate such future expenses.

Revenues are recognized when control of the promised goods or services is transferred to our customers, which may occur at a point in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Practical expedients and exemption

The Company has not incurred any costs to obtain contracts and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

F-6

The Company typically enters into agreements with its customers where its set forth the product to be sold, the price, payment terms, and any antecedent terms such as shipping and delivery specifications; these terms and conditions are most typically specified in purchase order issued by its customers to the Company. The Company typically recognizes revenue at point in time, which is when physical possession and legal title are transferred to the customer, this may be a shipping port or a specified destination; at this point the Company reasonably expect to paid for the product, or in the event where it was paid advance, the Company’s performance obligations have been satisfied and those funds are considered earned by the Company. If the Company

sells products on account to customers, they are typically paid within 90 days. Any funds received in advance for the products yet to be transferred to its customer are contract liabilities that are recorded as unearned revenue on the Company’s consolidated balance sheets. $674,690 and $nil were recognized as revenue from unearned revenue during the three months ended March 31, 2026 and 2025.

Taxation

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017. Certain activities conducted in foreign jurisdictions may result in the imposition of U.S. corporate income taxes on the Company when its subsidiaries, controlled foreign corporations (“CFCs”), generate income that is subject to Subpart F or GILTI under the U.S. Internal Revenue Code beginning after December 31, 2017.

The Company accounts for an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities. The Company considers and estimates interest and penalties related to the gross unrecognized tax benefits and includes as part of its income tax provision based on the applicable income tax regulations.

The Company did not accrue any liability, interest or penalties related to uncertain tax positions in the provision for income taxes line of the consolidated statements of operations for the three months ended March 31, 2026. The Company had no uncertain tax position for the three months ended March 31, 2026 and 2025.

Foreign Currency and Foreign Currency Translation

The functional currency of the Company is the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.

F-7

Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of comprehensive loss.

The consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets.

Translation of amounts from RMB and HKD into U.S. dollars has been made at the following exchange rates:

Balance sheet items, except for equity accounts
March 31, 2026	RMB 6.8980 to $1	HKD 7.8 to $1
December 31, 2025	RMB 6.9931 to $1	HKD 7.8 to $1
Income statement and cash flows items
For the three months ended March 31, 2026	RMB 6.9218 to $1	HKD 7.8 to $1
For the three months ended March 31, 2025	RMB<br><br>7.1723<br>to $1	HKD 7.7774 to$1

Cash

Cash consists of cash on hand and at banks and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased.

Accounts Receivable, Net

Accounts receivable is stated at the historical carrying amount net of allowance for doubtful accounts. The Company determines the allowance for doubtful accounts on an individual basis taking into consideration various factors including but not limited to historical collection experience and creditworthiness of the debtors as well as the age of the individual receivables balance.

Additionally, the Company would make specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use judgment in assessing its collectability.

Allowance for doubtful accounts was nil and nil as of March 31, 2026 and December 31, 2025.

Long-Lived Assets

Long-lived assets consist primarily of equipment and intangible assets.

Equipment

Equipment is recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the accelerated depreciation method over the estimated useful lives of the assets.

F-8
	Estimated<br> useful lives<br> (years)
---	---
Office and computer equipment	3-5
Manufacturing equipment	10-20
Automobile	5

Expenditure for maintenance and repairs is expensed as incurred.

The gain or loss on the disposal of equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of comprehensive loss.

Land Use Rights, Net

Land use rights are a form of intangible assets in the PRC. They are recorded at cost less accumulated amortization with no residual value. Amortization of land use rights are computed using the straight-line method over their estimated useful lives.

The estimated useful lives of the Company’s land use rights are as listed below:

	Estimated<br> useful lives<br> (years)
Land use right	50

Impairment of Long-lived Assets

In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment loss has been recorded by the Company in the three months ended March 31, 202 6 and 202 5 .

Net earnings per share of common stock

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidation financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

	March 31,
	2026			2025
Net loss	$	(2,895,325	)	$	(2,630,729	)
Weighted average number of shares of common stock outstanding - basic*		45,115,306			95,464,000
Add: potentially dilutive effect of shares issuable		-			-
Weighted average number of shares of common stock outstanding - diluted*		45,115,306			95,464,000
Net loss per ordinary share
-Basic	$	(0.064	)	$	(0.028	)
-Diluted	$	(0.064	)	$	(0.028	)

* Retrospectively restated for the effect of 1-for-8 reverse stock split. (Note 16)

F-9

Segments

The Company evaluates a reporting unit by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meets the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has only one major reportable segment in the periods presented. The Company’s chief operation decision maker is the Company’s Chief Executive Officer.

Shipping and Handling Costs

Outbound shipping and handling costs are expenses as incurred and charged to the selling expense. Inbound shipping and freight are charged for raw material and components are accounted for as cost of revenues.

Fair Value of Financial Instruments

U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:

Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – include other inputs that are directly or indirectly observable in the market place.

Level 3 – unobservable inputs which are supported by little or no market activity.

The carrying value of the Company’s financial instruments, including cash, accounts and other receivables, other current assets, accounts and other payables, and other short-term liabilities approximate their fair value due to their short maturities.

In accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.

As of December 31, 2025 and 2024, the Company had no investments in financial instruments.

Leases

In February 2016, the FASB issued ASU 2016-12, Leases (ASC Topic 842), which amends the leases requirements in ASC Topic 840, Leases. Under the new lease accounting standard, a lessee will be required to recognize a right-of-use asset and lease liability for most leases on the balance sheet. The new standard also modifies the classification criteria and accounting for sales-type and direct financing leases, and enhances the disclosure requirements. Leases will continue to be classified as either finance or operating leases.

The Company adopted ASC Topic 842 using the modified retrospective transition method effective January 1, 2019. There was no cumulative effect of initially applying ASC Topic 842 that required an adjustment to the opening retained earnings on the adoption date nor revision of the balances in comparative periods. As a result of the adoption, the Company recognized a lease liability and right-of-use asset for each of the existing lease arrangement. The adoption of the new lease standard does not have a material impact on the consolidated income statements or the consolidated statements of cash flows.

F-10

The Company determines if an arrangement is a lease at inception. The lease payments under the lease arrangements are fixed. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate.

Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company generally uses the base, non-cancellable, lease term when determining the lease assets and liabilities.

Recent accounting pronouncements

Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU 2023-07. The amendments improve reportable segment disclosure requirements. Main provisions include: (1) significant segment expenses—public entities are required to disclose significant segment expenses by reportable segment if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; (2) other segment items—public entities are required to disclose other segment items by reportable segment. Such a disclosure would constitute the difference between reported segment revenues less the significant segment expenses (disclosed) less reported segment profit or loss; (3) multiple measures of a segment’s profit or loss—public entities may disclose more than one measure of segment profit or loss used by the CODM, provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with GAAP measurement principles; (4) CODM-related disclosures—disclosure of the CODM’s title and position is required on an annual basis, as well as an explanation of how the CODM uses the reported measure(s) and other disclosures; (5) entities with a single reportable segment—public entities must apply all of the ASU’s disclosure requirements, as well as all existing segment disclosure and reconciliation requirements in ASC Topic 280, Segment Reporting ; (6) recasting of prior-period segment information to conform to current-period segment information—recasting is required if segment information regularly provided to the CODM is changed in a manner that causes the identification of significant segment expenses to change. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023. Early adoption is permitted. A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements. The Company adopted this update beginning January 1, 2024.

In December 2023, the FASB issued ASU 2023-09, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The ASU amends ASC 740-10-50-12 to require public business entities (“PBEs”) to disclose a reconciliation between the amount of reported income tax expense (or benefit) from continuing operations and the amount computed by multiplying the income (or loss) from continuing operations before income taxes by the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile. If PBE is not domiciled in the United States, the federal (national) income tax rate in such entity’s jurisdiction (country) of domicile shall normally be used in the rate reconciliation. The amendments prohibit the use of different income tax rates for subsidiaries or segments. Further, PBEs that use an income tax rate in the rate reconciliation that is other than the U.S. income tax rate must disclose the rate used and the basis for using it. The ASU also adds ASC 740-10-50-12A, which requires entities to annually disaggregate the income tax rate reconciliation between the following eight categories by both percentages and reporting currency amounts: (1) State and local income tax, net of federal (national) income tax effect; (2) Foreign tax effects; (3) Effect of changes in tax laws or rates enacted in the current period; (4) Effect of cross-border tax laws; (5) Tax credits; (6) Changes in valuation allowances; (7) Nontaxable or nondeductible items; (8) Changes in unrecognized tax benefits. PBEs must apply the ASU’s guidance to annual periods beginning after December 15, 2024 (2025 for calendar-year-end PBEs). Early adoption is permitted. Entities may apply the amendments prospectively or may elect retrospective application. The Company adopted this update beginning January 1, 2025.

Recently issued accounting pronouncements not yet adopted

F-11

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. The amendments in this update intend to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general and administrative expenses, and research and development). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact from the adoption of this ASU on its consolidated financial statements.

3.	ACCOUNTS RECEIVABLE, NET

Accounts receivable consist of the following:

	March 31,<br><br>2026		December 31,<br><br>2025
Gross accounts receivable	$	3,850,848	$	3,512,715
Total	$	3,850,848	$	3,512,715

There was no allowance for doubtful accounts recorded as of March 31, 2026, and December 31, 2025.

4.	OTHER RECEIVABLES

Other receivables consist of the following:

	March 31,<br><br>2026		December 31,<br><br>2025
Deposit and other assets	$	28,242	$	50,075
Total	$	28,242	$	50,075
5.	INVENTORY, NET
---	---

Inventories, net, consist of the following:

	March 31,<br><br>2026		December 31,<br><br>2025
Raw materials and components	$	1,622,802	$	1,636,052
Finished goods		4,442,879		4,549,646
Total		6,065,681		6,185,698
less: Impairment		-		-
Inventories, net	$	6,065,681	$	6,185,698
6.	EQUIPMENT, NET
---	---

Equipment, net consists of the following:

	March 31,<br><br>2026		December 31,<br><br>2025
Manufacturing equipment		8,819,699		8,699,909
Office equipment		333,943		402,313
Motor <br>v<br>ehicles		74,094		-
Less: Accumulated depreciation		5,823,085		5,594,821
Total	$	3,404,651	$	3,507,401
F-12
---

Depreciation expenses charged to the consolidated statements of operations for the three months ended March 31, 2026 and 2025 were $152,203 and $239,511, respectively.

7.	INTANGIBLE ASSETS, NET
	March 31,<br><br>2026		December 31,<br><br>2025
---	---	---	---	---
Land use right	$	1,148,602	$	1,133,437
Software		11,024,501		24,167
less: Accumulated amortization		1,087,774		162,676
	$	11,085,329	$	994,928

The Company has pledged its land use rights at No. 199, Newtag, Wujin District, Changzhou, Jiangsu Province, China, 213000 to Industrial and Commercial Bank of China Limited as a collateral for securing its loans.

8.	LOAN PAYABLE

Short-term and long-term loans as of March 31, 2026 and December 31, 2025 represent mainly bank borrowings obtained from financial institutions in the PRC.

The short-term and long-term bank borrowings were secured by land use right. The weighted average interest rate for the bank borrowings for the three months ended March 31, 2026 and 2025 was approximately 4.04% and 5.72%, respectively.

Current

Bank	Loan period			Balance at<br><br> <br>March 31,<br> <br>2026		Balance at<br><br> <br>December 31,<br> <br>2025
Jiangnan Rural Commercial Bank	July 28, 2025-March 28, 2027	4.55	%		1,304,726		1,286,983
Auto Loan, current	From June 16, 2025 to June 30, 2030	1.99	%		13,751		15,762
Total				$	1,318,477	$	1,302,745

Non-current

Bank	Loan period			Balance at<br><br> <br>March 31,<br> <br>2026		Balance at<br><br> <br>December 31,<br> <br>2025
Industrial and Commercial Bank of China	June 13, 2025-June 13, 2028	3.45	%	$	1,377,211	$	1,358,481
Industrial and Commercial Bank of China	June 13, 2025-June 13, 2028	3.45	%		1,449,695		1,429,981
EIDL Loan	From June 26, 2020 to June 25, 2050	3.75	%		133,971		133,971
Auto Loan, non-current	From June 16, 2025 to June 30, 2030	1.99	%		43,076		46,276
Total				$	3,003,953	$	2,968,709
F-13
---
9.	BALANCES WITH RELATED PARTY
---	---
1)	Related party transactions
---	---

For the three months ended March 31, 2026 and 2025, the Company’s related party provided working capital to support the Company’s operations when needed. The borrowings were unsecured, due on demand, and interest free. The following table summarizes borrowing transactions with the Company’s related party:

2)	Related party balances
Accounts	Name of Related Party	Note	March 31,<br> 2026		December 31,<br> 2025
---	---	---	---	---	---	---
Amount due (from) to related party	Lin Li, Chief Executive Officer and Chairman of the Board		$	1,643,288	$	985,018

All the above balances are due on demand, interest-free and unsecured. The Company used the funds for its operations.

10.	EQUITY

Preferred Stock

The Company is authorized to issue 500,000,000 shares of capital stock, consisting of 400,000,000 shares of common stock, par value US$0.001 per share, and 100,000,000 shares of preferred stock, par value US$0.001 per share. 20,000,000 shares were designated to be series A preferred stock (the “Series A Preferred Stock”) out of the 100,000,000 shares of blank check preferred stock. Each share of common stock is entitled to one vote and each share of Series A Preferred Stock is entitled to ten votes on any matter on which action of the stockholders of the corporation is sought. The Series A Preferred Stock will vote together with the common stock. Common stock and Series A Preferred Stock are not convertible into each other. Holders of Series A Preferred Stock are not entitled to receive dividends. The Series A Preferred Stock does not have liquidation preference over the Company’s Common Stock, and therefore ranks pari passu with the Common Stock in the event of liquidation.

Common Stock

The Company is authorized to issue 400,000,000 shares of common stock with par value of US$0.001 per share. Each share of common stock entitles the holder to one vote. For the sake of comparability, the share structure as of the date of this report has been carried back in the Company’s statement of stockholders’ equity as if they had been issued and outstanding from the beginning of the first period presented.

11.	INCOME TAXES

United States of America

The Company is subject to taxation in the United States (USA) at the tax rate of 21%.

Hong Kong

Two-tier Profits Tax Rates

The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (the “Ordinance”) of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD 2 million (approximately $257,868) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable profits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities” is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another sole proprietorship business. Since Benchwick is wholly owned and under the control of Northann, it is a connected entity. Under the Ordinance, it is an entity’s election to nominate the entity that will be subject to the two-tier profits tax rates on its profits tax return. The election is irrevocable. The Company elected Benchwick to be subject to the two-tier profits tax rates.

F-14

The provision for current income and deferred taxes of Benchwick has been calculated by applying the new tax rate of 8.25%.

PRC

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income. All the PRC subsidiaries that are not entitled to any tax holiday were subject to income tax at a rate of 25%. According to PRC tax regulations, the PRC net operating loss can generally carry forward for no longer than five years starting from the year subsequent to the year in which the loss was incurred. Carry back of losses is not permitted. If not utilized, the PRC net operating loss will expire in 2026.

Uncertain tax positions

The Company did not have any uncertain tax positions during the three months ended March 31, 2026 and 2025.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the respective jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdictions.

The amounts of uncertain tax liabilities listed above are based on the recognition and measurement criteria of ASC Topic 740, and the balance is presented as current liability in the consolidated financial statements as of March 31, 2026. The Company anticipated that the settlements with the taxing authority are remitted within one year.

Our policy is to include interest and penalty charges related to uncertain tax liabilities as necessary in the provision for income taxes. The Company has a liability for accrued interest of $nil as of March 31, 2026 and December 31, 2025, respectively.

The statute of limitations for the Internal Revenue Services to assess the income tax returns on a taxpayer expires three years from the due date of the profits tax return or the date on which it was filed, whichever is later.

In accordance with the Hong Kong profits tax regulations, a tax assessment by the IRD may be initiated within six years after the relevant year of assessment, but extendable to 10 years in the case of potential underpayment or evasion.

In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to assess underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities remain subject to examination by the tax authorities based on the above.

12.	CHINA CONTRIBUTION PLAN

During the three months ended March 31, 2026 and 2025, the Company contributed a total of $13,375 and $15,005, respectively, to these funds.

13.	OPERATING LEASE

The Company has an operating lease for its office facilities. The lease is located at 9820 Dino Drive, Suite 110, Elk Grove, California, 95624, which consist of approximately 3,653 square feet. The initial lease term commenced on August 1, 2020 and ended on August 31, 2023. The lease was renewed for additional 36 months to end on August 31, 2026.

The Company has an operating lease for its office, warehouse and factory facilities. The facilities are located at 2251 Catawba River Road, Fort Lawn, SC, which consist of approximately 106,610 square feet. The lease term commenced on August 20, 2024 and will end on August 31, 2029.

Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes.

F-15

The following table provides a summary of leases by balance sheet location as of March 31, 2026 and December 31, 2025:

Assets/liabilities	March 31,<br><br> <br>2026		December 31,<br><br> <br>2025
Assets
Operating lease right-of-use assets	$	1,372,742	$	1,466,512
Liabilities
Operating lease liability - current	$	373,584	$	374,585
Operating lease liability - non-current		999,158		1,091,927
Total lease liabilities	$	1,372,742	$	1,466,512

The operating lease expenses for the three months ended March 31, 2026 and 2025 were as follows:

Lease Cost	Classification	March 31,<br><br> <br>2026		March 31,<br><br> <br>2025
Operating lease expense	General and administrative expenses	$	111,712	$	86,294

Maturities of operating lease liabilities as of March 31, 2026 were as follows:

Maturity of Lease Liabilities	Operating<br><br> <br>Leases
Within one year	$	327,566
Within a period of more than one year but not more than two years		428,376
Within a period of more than two year but not more than three years		441,227
Within a period of more than three year but not more than four years		299,976
Within a period of more than four years but not more than five years		-
More than five years		-
Total lease commitment	$	1,497,145
Less: interest		(124,403	)
Present value of lease payments	$	1,372,742

Lease liabilities include lease and non-lease component such as management fee.

Lease Term and Discount Rate	March 31,<br><br> <br>2026
Weighted-average remaining lease term (years)
Operating leases		3.39		3.62
Weighted-average discount rate (%)
Operating leases		5	%	5	%
14.	CONCENTRATIONS AND CREDIT RISK
---	---
(a)	Concentrations
---	---

During the three months ended March 31, 2026, one customer accounted for approximately 76.6% of the Company’s revenues. During the three months ended March 31, 2025, two customers accounted for nearly 74% of the Company’s revenues. No other customer accounted for more than 10% of the Company’s revenues in the three months ended March 31, 2026 and 2025.

F-16

As of March 31, 2026, one customer accounted for approximately 77.1% of the Company’s accounts receivable. As of December 31, 2025, one customer accounted for 78% of the Company’s accounts receivable. No other customer accounted for more than 10% of the Company’s accounts receivable as of March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026, one supplier accounted for approximately 10.0% of the Company’s cost of revenues. During the three months ended March 31, 2025, no supplier accounts for over 10% of the Company’s cost of revenues. No other supplier accounted for over 10% of the Company’s cost of revenues in the three months ended March 31, 2026.

As of March 31, 2026, one supplier accounted for approximately 11.2% of the Company’s accounts payable.

As of March 31, 2025, no supplier accounted for over 10% of the Company’s accounts payable. No other supplier accounted for over 10% of the Company’s accounts payable in the three months ended March 31, 2026.

(b)	Credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of March 31, 2026 and December 31, 2025, substantially all of the Company’s cash were held by major financial institutions located in the PRC, Hong Kong, and the United States, which management believes are of high credit quality. Deposits in the United States up to $250,000 are insured by the Federal Depository Insurance Corporation.

For the credit risk related to trade accounts receivable, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses. Historically, such losses have been within management’s expectations.

15.	CAPITAL COMMITMENTS

On July 26, 2021, the Company has contracted Changzhou Wanyuan Construction Engineering Co. to build a second phase of its factory. The amount required in the contract is $10 million. Construction is expected to take approximately one and half year, and the second phase of the factory will be approximately 250,000 square feet.

16.	STOCK SPLIT

Effective on October 7, 2025, the Company implemented a 1-for-8 reverse stock split of the issued and outstanding shares. Under the reverse split, every eight issued and outstanding shares were converted into one share of the same kind, with a par value of $0.001 each. Except as otherwise indicated, all information in the consolidated financial statements concerning share and per share data gives retroactive effect to the 1-for-8 reverse stock split. The total number of outstanding common shares immediately before the reverse split was 179,797,995 and immediately after the reverse split was 22,474,784. The total number of outstanding preferred shares immediately before the reverse split was 5,000,000 and immediately after the reverse split was 625,000.

17.	SECURED BORROWING ARRANGEMENT

In July 2023, the Company signed a secured borrowing agreement with a financial institution in the United States, in which the Company borrowed $1,000,000 secured by its accounts receivable amounted $1,491,000.

It is scheduled under the agreement that the Company pays $49,700 per week for thirty weeks to the financial institution to repay the loan.

On January 21, 2025, 3D PRINTING entered into an EB-5 loan agreement with 3DFLOR Chairman and controlling shareholder, Lin Li (“3DFLOR”), pursuant to which 3DFLOR agreed to provide 3D PRINTING a loan, with an initial maximum principal amount of $24,000,000 at an interest rate of 1.00% per year.

F-17
18.	SUBSEQUENT EVENT
---	---

The Company has analyzed its operations subsequent to March 31, 2026 and up through May 15, 2026 which is the date these consolidation financial statements were issued, except as disclosed herein, there is no material subsequent events to disclose in these consolidated financial statements.

19.	UNRESTRICTED NET ASSETS

The following presents condensed financial information of Northann Corp:

Condensed Financial Information on Financial Position

			December 31,
			2025

Cash	50		$	200
Amounts due from subsidiaries	11,597,614			10,907,203
Total current assets	11,597,664			10,907,403
All other non-current assets	1,358,311			1,443,566
Interests in a subsidiary	17,834,696			8,941,175
Total Assets	30,790,621			21,292,144
Liabilities and Stockholders’ Equity
All other current liabilities	433,791			431,276
Amounts due to subsidiaries	11,906,908			11,850,686
Total current liabilities	12,340,699			12,281,962
Non-current liabilities	-			35,892
Total Liabilities	12,340,699			12,281,962
Stockholders’ Equity (Deficit)
Preferred stock – Series A, 0.001 par value, 625,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025	625			625
Common stock, 0.001 par value, 400,000,000 shares authorized, 53,733,083 and 22,933,083 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	53,733			22,933
Subscription receivable	(11,879,902	)		(12,706,602	)
Additional Paid-in Capital	53,137,586			41,709,686
(Accumulated deficit) retained earnings	(24,263,124	)		(21,367,799	)
Accumulated other comprehensive loss	1,401,004			1,351,339
Total Stockholders’ Equity	18,449,922			9,010,182
Total Liabilities and Stockholders’ Equity	30,790,621		$	21,292,144

All values are in US Dollars.

Retroactively reflects 1-for-8 reverse stock split effective October 7, 2025. (Note 16)

Condensed Financial Information on Results of Operations

	For the three months ended<br><br> <br>March 31,
	2026			2025
Revenue	$	-		$	-
Cost or revenues		-			-
Operating expenses		1,507,005			708,858
Income taxes		-			-
Loss – Parent only		(1,507,005	)		(708,858	)
Income (loss)– Subsidiaries with unrestricted net assets		(860,503	)		(1,162,876	)
Loss – Subsidiaries with restricted net assets		(527,817	)		(686,994	)
Net loss – Consolidated	$	(2,895,325	)	$	(2,630,728	)
F-18
---

Condensed Financial Information on Cash Flows

	For the three months ended<br><br>March 31,
	2026			2025
Cash used in operating activities	$	(1,507,005	)	$	(780,858	)
Cash used in investing activities		-			-
Cash provided by financing activities		1,507,055			780,858
Net cash flows		50			-
Beginning cash balance		-			-
Ending cash balance	$	50		$	-
(i)	Basis of presentation
---	---

The condensed financial information reflects the accounts of the Company. The condensed financial information should be read in connection with the consolidated financial statements and notes thereto. The condensed financial information is presented as if the incorporation of the Company were in effect since January 1, 2020,

(ii)	Restricted Net Assets

Schedule I of Rule 5-04 of Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.). The Company’s only assets are its equity interests in its subsidiaries. Unrestricted net assets are held in the Company’s subsidiaries located in the US and Hong Kong. The Company does maintain substantial assets and operating subsidiaries in China; therefore, the ability for operating subsidiaries to pay dividends or transfer assets to the Company may be restricted due to the foreign exchange control policies and availability of cash balances of the Chinese operating subsidiaries.

As of March 31, 2026 and December 31, 2025, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the Consolidated Financial Statements, if any.

F-19

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and Annual Report on Form 10-K for the year ended December 31, 2025.

The information set forth in this section contains certain “forward-looking statements”, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully develop and obtain approval to market our product. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this prospectus should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this prospectus.

US Dollars are denoted herein by “USD”, “$” and “dollars”

Overview

We commenced operations in August 2013 with the establishment of NBS in Delaware.

In December 2013, NCP was established in China. Most of our products are manufactured through NCP.

In March 2014, Benchwick was established in Hong Kong. All the wholesale and distribution operations are conducted through Benchwick.

In April 2014, MARCO was established in China. All the import/export of our products is conducted through MARCO.

In February 2016, NDC was established in California. NDC is a distribution center in the United States and maintains a small inventory for retail sales.

In September 2017, Ringold was established in China. All of the raw materials are procured from third parties through Ringold.

In September 2018, Crazy Industry was established in China. Crazy Industry is the research and development hub.

In March 2022, Northann, our current ultimate holding company, was incorporated in Nevada as part of the restructuring transactions in contemplation of our initial public offering. In connection with its incorporation, in April 2022, we completed a share swap transaction and issued common stock and Series A Preferred Stock of Northann to the then existing shareholders of NBS, based on their then respective equity interests held in NBS. NBS then became our wholly owned subsidiary.

In October 2023, the Company consummated the initial public offering of 1,380,000 shares of common stock (including over allotment to underwriters), par value $0.001 per share, at an offering price of $5.00 per share.

2

Our revenue mainly consists of wholesale and retail of the vinyl flooring products, which are primarily marketed and sold in the United States and Canada.

Our cost refers to the cost of material and labor cost. The percentage of direct material was over 90% of the total cost of revenue. If the availability of direct materials (raw materials, packaging, sourced products, energy) decreases, or these costs increase, and we are unable to either offset or pass along increased costs to our customers, our financial condition, liquidity or results of operations could be adversely affected.

Key Factors that Affect Results of Operations

The Company believes the key factors affecting its financial condition and results of operations include the following:

·	We may fail to innovate or offer new products which align with changing market and customer demand.
·	Our business may face risks of clients’ default on payment.
---	---
·	We may not manage our growth effectively, and our profitability may suffer.
---	---
·	Our reputation and brand recognition is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations.
---	---
·	Increases in labor costs and market price of raw materials may adversely affect our gross margin and results of operations.
---	---
·	Certain of our products have historically faced significant competition both in the United States and Canada markets, and we have successfully competed against our competitors with our customer service, quality products and rapid fulfilment of customer orders. However, our business could be adversely affected by competitors who reduce prices, improve quality of the products they offer or take other competitive actions, which may reduce our customers’ purchases of products from us.
---	---
·	Rising inflation rate may adversely affect our results of operation. Recently, inflation has trended significantly higher than in prior periods, which may negatively impact our business. Ongoing labor shortages and surge of oil and gas price, driven in part by the COVID-19 pandemic, geopolitical issues and the war in Ukraine, continue to have adverse macroeconomics impact and may result in our cost overruns. In an effort to mitigate the impact, we have raised the price of products to cover increase in costs and slowed down investments on products with low profit-margins.
---	---

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of these consolidated financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.

Revenue Recognition

3

Practical expedients and exemption

The Company has not incurred any costs to obtain contracts and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

The Company typically enters into agreements with its customers where it’s set forth the product to be sold, the price, payment terms, and any antecedent terms such as shipping and delivery specifications; these terms and conditions are most typically specified in purchase order issued by its customers to the Company. The Company typically recognizes revenue at point in time, which is when physical possession and legal title are transferred to the customer, this may be a shipping port or a specified destination; at this point the Company reasonably expect to be paid for the product, or in the event where it was paid advance, the Company’s performance obligations have been satisfied and those funds are considered earned by the Company. If the Company sells products on account to customers, they are typically paid within 90 days. Any funds received in advance for the products yet to be transferred to its customer are contract liabilities that are recorded as unearned revenue on the Company’s consolidated balance sheets. $674,690 and nil were recognized as unearned revenue during the three months ended March 31, 2026 and 2025, respectively.

Fair Value of Financial Instruments

Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – include other inputs that are directly or indirectly observable in the marketplace.

Level 3 – unobservable inputs which are supported by little or no market activity.

The carrying value of the Company’s financial instruments, including cash, accounts receivable, other current assets, accounts payable, and accruals and other payable approximate their fair value due to their short maturities.

As of March 31, 2026 and December 31, 2025, the Company had no investments in financial instruments.

Income tax

4

Recent Accounting Pronouncements

See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies”.

Results of Operations

Comparison of Three Months Ended March 31, 2026, and 2025

The following table sets forth key components of our results of operations during the three months ended March 31, 2026 and 2025, both in dollars and as a percentage of our revenues.

	Three Months Ended March 31,
	2026						2025
	Amount			% of<br><br>Revenue			Amount			% of<br><br>Revenue
Revenues		4,961,778			100.0	%		3,437,727			100.0	%
Cost of revenues		5,456,431			110.0	%		3,047,069			88.6	%
Gross profit		(494,653	)		(10.0	)%		390,658			11.4	%
Operating expenses
Selling expenses		388,664			7.8	%		1,021,999			29.7	%
General and administrative expenses		1,734,321			35.0	%		1,481,255			43.1	%
Research and development expenses		233,754			4.7	%		462,062			13.4	%
Loss from operations		(2,851,392	)		(57.5	)%		(2,574,658	)		(74.9	)%
Other Income (expenses)
Interest expense		(43,935	)		(0.9	)%		(56,056	)		(1.6	)%
Impairment loss on goodwill		-			-			-			-
Interest income		2			0.0	%		-			-
Other expenses		-			-			(15	)		(0.0	)%
Loss before taxes		(2,895,325	)		(58.4	)%		(2,630,729	)		(76.5	)%
Income tax expenses		-			-			-			-
Net loss		(2,895,325	)		(58.4	)%		(2,630,729	)		(76.5	)%
Other comprehensive income
Foreign currency translation adjustment		49,665			1.0	%		(204,395	)		(5.9	)%
Total comprehensive loss		(2,845,660	)		(57.4	)%		(2,835,124	)		(82.5	)%
5
---

Revenues.

Revenues were $4,961,778 for the three months ended March 31, 2026, an increase of $1,524,051, or 44.3%, from $3,437,727 for the comparable period of 2025. The increase was primarily driven by the onboarding of the Company's SuperOak brand of 3D-printed hybrid wood flooring products by several major U.S. national retail chains during the quarter, alongside continued sales of the Company's Benchwick branded products. In February 2026, the Company received a $2.0 million purchase order from a leading Midwest U.S. home-improvement retail chain for the SuperOak product line, which the Company began to fulfill during the quarter; the Company also commenced initial shipments of SuperOak products to additional major U.S. retail accounts. The quarter represented the strongest year-over-year revenue growth since the Company's IPO and, in management's view, demonstrates the growing acceptance of the Company's branded products by the major U.S. retail-chain channel

	For the Three Months Ended
	March 31,
	2026		2025
Sales of products	$	4,961,778	$	3,437,727
Total	$	4,961,778	$	3,437,727

Cost of Revenue.

Cost

of revenues was $5,456,431 for the three months ended March 31, 2026, compared to $3,047,069 for the

comparable

period

2025.

The increase

was primarily due to

(i) higher

sales volume

associated with the initial roll-out of SuperOak products to several major U.S. national retail chains; (ii) one-time vendor-setup, listing, compliance and inbound-freight costs to retailer distribution centers; and (iii) higher U.S.

tariffs

goods imported from China

— tariffs paid were $358,901 for Q1 2026, compared to $104,928 for Q1 2025. Direct materials represented over 90% of cost of revenues

Gross Profit and

Gross Margin.

Gross

profit was

494,653

)

for the three months ended March 31, 2026, compared

$390,658 for the

comparable

period

Gross margin

was (

10.0

%), compared

11.4%. The decrease in gross margin reflects three principally transitional factors associated with the launch phase

the Company's SuperOak brand into several major U.S. national retail chains: (i) vendor-setup, listing

and

inbound-freight costs

retailer distribution centers absorbed in cost of revenues ahead of full-volume run-rate; (ii) initial introductory pricing extended to these retail partners to support placement

and

sell-through during the launch phase; and (iii) higher U.S. tariffs on China-origin inputs. Management expects gross margin to recover as these new retail relationships transition to steady-state run-rate over the balance of 2026.

Selling Expenses.

Selling expenses

decreased by $633,335

, or 62.0%,

to $388,664 for

the

three months ended March 31, 2026, from $1,021,999 for the

comparable period of

2025

. The

decrease

was primarily due to a

$506,250

decrease

in share-based compensation, a

$117,198

decrease

in advertising

fees, and

$21,663

decrease

in freight,

partially offset by

a $15,897

increase

in salaries and social insurance.

	Three Months Ended March 31,
	2026					2025					Fluctuation
	Amount		Proportion			Amount		Proportion			Amount			Proportion
Salaries and social insurance	$	145,216		37.4	%	$	129,319		12.7	%	$	15,897			12.3	%
Share-based compensation		-		-	%		506,250		49.5	%		(506,250	)		(100.0	)%
Freight		21,341		5.5	%		43,004		4.2	%		(21,663	)		(50.4	)%
Rent		146,800		37.7	%		150,981		14.8	%		(4,181	)		(2.8	)%
Advertising fee		37,508		9.7	%		154,706		15.1	%		(117,198	)		(75.8	)%
Travel fee		37,272		9.6	%		37,739		3.7	%		(467	)		(1.2	)%
Others		527		0.1	%		-		-	%		527			-	%
Total selling expenses	$	388,664		100.0	%	$	1,021,999		100.0	%	$	(633,335	)		(62.0	)%

General and Administrative Expenses.

General

and administrative expenses increased by $253,066 to $1,734,321 for the three months ended March 31, 2026, from $1,481,255 for the

comparable

period

The increase was

primarily due to a $914,442

increase

in depreciation and amortization resulting from the newly acquired software

intangibles (see Note 7) and a $458,700

increase

in share-based compensation,

partially offset by a

$755,977

decrease in

professional and

service fees

, a

$112,224

decrease in office

expenses, an $82,709

decrease in

salaries

and social insurance

, and

$42,549

decrease in rent

6
	Three Months Ended March 31,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	2026					2025					Fluctuation
	Amount		Proportion			Amount		Proportion			Amount			Proportion
Salary and social insurance	$	35,835		2.1	%	$	118,544		8.0	%	$	(82,709	)		(69.8	)%
Share-Based Compensation-G&A		458,700		26.4	%		-		-	%		458,700			-	%
Service fees		170,429		9.8	%		926,406		62.6	%		(755,977	)		(81.6	)%
Royalty fee		8,326		0.5	%		5,653		0.4	%		2,673			47.3	%
Entertainment expenses		20,481		1.2	%		15,424		1.0	%		5,057			32.8	%
Taxation		-		-	%		477		-	%		(477	)		(100.0	)%
Depreciation and amortization		939,026		54.2	%		24,584		1.7	%		914,442			3,719.7	%
Rent		9,947		0.6	%		52,496		3.5	%		(42,549	)		(81.1	)%
Travel fee		315		-	%		6,968		0.5	%		(6,653	)		(95.5	)%
Office expenses		28,369		1.6	%		140,593		9.5	%		(112,224	)		(79.8	)%
Other		62,893		3.6	%		190,110		-			(127,217	)		(66.9	)%
Total general and administrative expenses	$	1,734,321		100.0	%	$	1,481,255		100.0	%	$	253,066			17.1	%

Research and

Development Expenses.

Research

and development expenses were $233,754 for the three months ended March 31, 2026, compared to $462,062 for the

comparable

period

2025

, primarily reflecting completion of

the

Company's

2025 patent-

prosecution

cycle

. The Company maintains its 43-patent portfolio supporting its 3D-printing flooring technology

Net

Loss.

Net

loss was $2,895,325 for the three months ended March 31, 2026

, compared to

$2,630,729 for the

comparable

period

change

was primarily due to the decrease in gross profit

described above and a $914,442 non-cash increase in depreciation and amortization from the newly acquired software intangibles, partially

offset by

a $608,577, or 20.5%,

decrease in

total

operating expenses.

Liquidity and Capital Resources

As of March 31, 2026 , the Company had cash and cash equivalents of $239,641 and working capital of $4,216,792, compared to cash of $1,030,612 at December 31, 2025. The Company has financed its operations through a combination of operating cash flow , borrowings from stockholders and related and unrelated parties, and proceeds from its IPO. In addition, on January 21, 2025, the Company's subsidiary 3D Printing Dev, LLC entered into an EB-5 loan facility with 3DFLOR Opportunity, LP (an entity affiliated with the Company's Chairman and Chief Executive Officer, Mr. Lin Li), providing for up to $24,000,000 of committed capacity at a stated interest rate of 1.00% per annum; $1,650,500 had been drawn as of March 31, 2026, leaving $22,349,500 of undrawn capacity. During the three months ended March 31, 2026, the Company also received $826,700 of partial payments on the subscription receivable.

The Company believes that its current levels of cash and cash flows from operations will be sufficient to meet its anticipated cash needs for at least the next twelve months. However, it may need additional cash resources in the future if it finds and wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it determines that its cash requirements exceed its amounts of cash on hand or if it decides to further optimize its capital structure, it may seek to issue additional debt or equity securities or obtain credit facilities or other sources of funding.

The following table set forth a summary of its cash flows for the periods indicated:

	For the Three months Ended
	March 31,
	2026			2025
Net cash used in operating activities	$	(1,401,161	)	$	(1,010,467	)
Net cash used in investing activities	$	(210,579	)	$	(149,042	)
Net cash provided by financing activities	$	818,294		$	3,148,197

Operating Activities

Net cash used in operating activities was $1,401,161 for the three months ended March 31, 2026.

The net cash used in operating activities for the three months ended March 31, 2026 was mainly due to our net loss of $2,895,325 adjusted for (i) a net increase of non-cash items of $1,533,737 which consisted primarily of share-based compensation, and depreciation and amortization, and (ii) a net decrease of $39,573 in changes in operating assets and liabilities. The net decrease in changes in operating assets and liabilities was attributable primarily to a decrease of $674,981 in unearned revenue, a decrease of $658,282 in due to related party, an increase of $355,528 in accounts receivable, and an increase of $127,112 in prepayments, partially offset by an increase of $1,598,187 in accounts payable, a decrease of $142,449 in inventory, and an increase of $34,094 in accruals and other payables.

7

The net cash used in operating activities for the three months ended March 31, 2025 was mainly due to our net loss of $2,630,728 adjusted for (i) a net increase of non-cash items of $1,064,442 which consisted primarily of share-based compensation and depreciation and amortization, and (ii) a net increase of $555,819 in operating assets and liabilities. The net increase in changes in operating assets and liabilities was attributable primarily to an increase of $1,081,442 in accounts payable and increase of $1,200,076 in accruals and other payables, and partially offset by an increase in accounts receivable of $641,101 and a decrease in tax payable of $635,568.

Investing Activities

Net cash used in investing activities was $210,579 for the three months ended March 31, 2026. The net cash used in investing activities for the three months ended March 31, 2025 mainly included the payments for construction in progress and purchasing equipment.

Net cash used in investing activities was $ 149,042 for the three months ended March 31, 2025. The net cash used in investing activities for the three months ended March 31, 2025 was mainly attributable to payment for construction in progress.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2026 was $818,294. The net cash provided by financing activities was mainly from the receipts of $826,700 from stock subscription receivable, partly offset by net repayment for loan payable of $8,406.

Net cash provided by financing activities for the three months ended March 31, 2025 was $3,148,197. Net cash provided by financing activities was mainly from the net proceeds of $3,332,150 f r om issuance of common stocks, proceeds of $79,276 from bank borrowings, partially offset by repayments to related party of $263,229.

Contractual Obligations

The Company’s subsidiary NDC has two operating leases for its corporate office and warehouse. The lease contracts were within three years and the renewal was at landlord’s discretion.

Operating lease expenses were $111,712 and $86,294 for the three months ended March 31, 2026 and 2025, respectively.

8

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Based on management's evaluation, the CEO and CFO have concluded that, as of March 31, 2026, disclosure controls and procedures were not effective due to material weaknesses previously disclosed in Item 9A of the FY2025 10-K. Management is evaluating remediation steps.

There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to make disclosures under this item.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

The Company has disclosed unregistered sale of equity securities by current reports on form 8-K.

9

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Exhibit<br><br> <br>No.	Description
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed herewith.
---	---
**	Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
---	---
^	Certain terms have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Registrant hereby undertakes to furnish copies of any of the terms upon request by the SEC.
---	---
†	Exhibits and schedules to this Exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
---	---
10
---

SIGNATURES

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

	Northann Corp.
Date: <br>May 19<br>, 2026	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: <br>May 19<br>, 2026	By:	/s/ Sunny S. Prasad
	Name:	Sunny S. Prasad
	Title:	Interim Chief Financial Officer
		(Principal Accounting and Financial <br>Officer)
11
---

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lin Li, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2026 of Northann Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;;
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 19, 2026

By:	/s/ Lin Li
	Lin Li
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sunny S. Prasad, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2026 of Northann Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;;
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---

Date: May 19, 2026

By:	/s/ Sunny S. Prasad
	Sunny S. Prasad
	Interim Chief Financial Officer
	(Principal Accounting and Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Northann Corp. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Lin Li, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

Dated: May 19, 2026

By:	/s/ Lin Li
	Lin Li
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Northann Corp. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Sunny S. Prasad, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

Dated: May 19, 2026

By:	/s/ Sunny S. Prasad
	Sunny S. Prasad
	Interim Chief Financial Officer
	(Principal Accounting and Financial Officer)