Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

As previously disclosed by Northann Corp. (the "Company") on December 6, 2024, the Company entered into a securities purchase agreement with Oneflow LLC as the lead investor and four other passive investors (the "Oneflow SPA"), pursuant to which the Company agreed to sell common stock to various purchasers (the "Oneflow Purchasers") in a private placement transaction (the "Oneflow Private Placement"). The closing of the Oneflow Private Placement was subject to certain closing conditions, including but not limited to the approval of the Company's stockholders and sixty calendar days after the approval of NYSE American.

On December 31, 2024, the Company's stockholders approved the share issuance. On January 13, 2025, NYSE approved the share issuance. As of March 28, 2025, each Oneflow Purchaser wired $1,626,600 to the Company as the payment for the Oneflow Private Placement. Pursuant to the Oneflow SPA, the closing price was $0.2033 per share, calculated from the average of the closing price of the Company's shares of common stock on the five trading days immediately prior to the closing of the Oneflow Private Placement, from March 24, 2025 to March 28, 2025. On March 31, 2025, the Company issued 8,000,000 shares of common stock to each Oneflow Purchaser, or an aggregate of 40,000,000 shares of common stock to the Oneflow Purchasers, and closed the Oneflow Private Placement. The Company had 95,464,400 shares of Common Stock outstanding after the issuance. The Company plans to use the proceeds from the Oneflow Private Placement as working capital.

Item 8.01. Other Events.

As a result of the issuance of the 40,000,000 shares of common stock to the Oneflow Purchasers, the voting power of Mr. Lin Li, the Company's Chairman of the Board, Chief Executive Officer, President, Secretary and Treasurer, has reduced from a majority to 44.3%. Therefore, from March 31, 2025, the Company ceased qualifying as a "controlled company" under the rules of the NYSE American Company Guide.