Changes in Registrant’s Certifying Accountant. As previously disclosed, on June 8, 2026, LAO Professionals, an independent registered public accounting firm, resigned as the independent registered public accounting firm of the Company. On August 26, 2026, the Company’s Audit Committee appointed TQ International, PLLC (“ TQ ”) to be the Company’s independent registered public accounting firm. In addition to performing duties customary to that position, TQ will also audit the Company’s consolid…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in an 8-K filed by Northann Corp. (the “ Company ”), on August 21, 2026, the Company received written notification (the “ Notice ”) from NYSE Regulation that NYSE Regulation has determined to commence proceedings to delist the Company’s common stock, par value $0.001 per share from the NYSE American LLC (the “ Exchange ”). On August 28, 2026, the Company submitted a req…

Changes in Registrant’s Certifying Accountant. We have furnished a copy of the disclosures in Items 4.01 and 4.02 of this Report to the Auditor and requested that the Auditor furnish us with a letter addressed to the SEC stating whether they agree with the statements made by us in Items 4.01 and 4.02 and if they do not agree, stating the respects in which they do not agree. On August 21, 2026, we received a such a letter from the Auditor, and we are filing it as Exhibit 16.1 to this Report.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in an 8-K filed by Northann Corp. (“ we ”, “ our ”, “ us ” and the “ Company ”), trading of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), was halted on the NYSE American LLC (the “ Exchange ”) on June 25, 2026. On August 21, 2026, we received written notification (the “ Notice ”) from NYSE Regulation that the Company is not suitable for cont…

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. The information set forth in

CEO — Lin Li: The CEO resigned but was immediately succeeded by a named external hire (François Vachon) who also joined the board, indicating an orderly succession rather than a sudden loss of leadership.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On June 8, 2026, our Auditor sent the Letter to our Chief Executive Officer, addressed to the Chairman of our Audit Committee. The Letter stated, among other things, that the Auditor “expressly disclaim[ed] and reject[ed] any purported audit report, consent, authorization, or representation attributed to” it in our 2025 10-K “or in any other filing, registration statement, offering do…

Changes in Registrant’s Certifying Accountant. On June 8, 2026, our Auditor sent a letter to our Chief Executive Officer, addressed to the Chairman of our Audit Committee (the “ Letter ”), in which the Auditor stated it was terminating its engagement with us and resigning as our independent registered public accounting firm. The Letter asserted that our 2025 10‐K was filed without its “knowledge, authorization or consent”, and it said that it did not “issue, sign, authorize or consent to the…

Chairman of the Board — Lin Li: The CEO resigned all roles due to auditor issues and governance concerns, was forced to rescind his CEO resignation while losing the Chairman title to an independent director, indicating a significant loss of control and internal conflict.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 25, 2026, trading of the common stock, par value $0.001 per share (“ Common Stock ”), of Northann Corp. (“ we ”, “ our ”, “ us ” and the “ Company ”) was halted (the “ Trading Halt ”) on the NYSE American (the “ Exchange ”). Through discussions with the Exchange, we learned that the Exchange initiated the Trading Halt due to concerns that we may have filed our Annual Report on Form 10-…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in the Current Report on Form 8-K filed on December 11, 2025, Northann Corp. (the “Company”) received a written notice of non-compliance (the “Notice”) from the NYSE American LLC (the “NYSE American”) indicating that the Company was not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i) of the NYSE American Company Guide (t…

Entry into a Material Definitive Agreement. Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC On December 18 , 2025, Northann Corp. (the “Company”) entered into a Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC (“Linkun Investment”, and such agreement, the “Linkun Investment Consulting Agreement”). Pursuant to the Linkun Investment Consulting Agreement, Linkun Investment has agreed to provide certain strategic planning advisory servi…

Unregistered Sales of Equity Securities. The disclosures contained in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 8, 2025, Northann Corp. (the “Company”) received a letter (the “Letter”) from the staff of NYSE American LLC (the “Exchange”) stating that the Company was not in compliance with the Exchange’s continued listing standards under Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”), as it had stockholders’ equity of approximately $1.8 million as of September 30,…

Unregistered Sales of Equity Securities. The disclosures contained in

Entry into a Material Definitive Agreement. Asset Purchase Agreement with Kingsford Consultancy Ltd. On November 23, 2025, the Northann Corp. (the “Company”) entered into an a sset p urchase a greement with Kingsford Consultancy Ltd. (“Kingsford”, and such agreement, the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, Kingsford agreed to provide to the Company certain proprietary software assets relating to a supply chain management system, including all related intelle…

Material Modification to Rights of Security Holders. To the extent required by Item 3.03, the information contained in

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Previous Independent Registered Public Accounting Firm On May 24, 2025, approved by its audit committee of the board of directors, the Company dismissed WWC from its position as the independent registered public accounting firm for the Company. During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through May 23, 2025, the date of dismissal, there were no “disagreeme…

Changes in Registrant’s Certifying Accountant. On May 24, 2025, approved by its audit committee of the board of directors, Northann Corp. (the “Company”) dismissed WWC, P.C. (“WWC”) from its position as the independent registered public accounting firm for the Company. During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through May 23, 2025, the date of dismissal, there were no “disagreements” (within the meaning of Item 304(a)…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 16, 2025, Northann Corp. (the “Company”) received a written notice from NYSE Regulation (the “Filing Delinquency Notification”) stating that the Company is not in compliance with the continued listing standards of the NYSE American LLC (“NYSE American”, or the “Exchange”). Specifically, the Company has not met the requirements set forth in Sections 134 and 1101 of the NYSE American Co…

Entry into a Material Definitive Agreement. On January 21, 2025, 3D PRINTING DEV, LLC, a Delaware limited liability company (“ 3D PRINTING ”) and an indirect fully-owned subsidiary of Northann Corp. (the “ Company ”), entered into an EB-5 loan agreement (the “ Loan Agreement ”) with 3DFLOR OPPORTUNITY, LP, a Delaware limited partnership and a related party controlled by the Company’s CEO, Chairman and controlling shareholder, Lin Li (“ 3DFLOR ”), pursuant to which 3DFLOR agreed to provide 3D…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. On December 20, 2024, Northann Corp. (the “Company”) entered into a securities purchase agreement with Caitlin Xu Kang as the lead investor and other passive investors (the “Caitlin SPA”), pursuant to which the Company agreed to sell common stock to these investors (the “Caitlin Purchasers”) in a private placement transaction (the “Caitlin Private Placement”). Pursuant to the Caitlin SPA, the Company agreed to transfer, assign, set over and deliver…

Unregistered Sales of Equity Securities. The disclosures contained in

Entry into a Material Definitive Agreement. Oneflow Private Placement Oneflow Share Purchase Agreement On December 6, 2024, Northann Corp. (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”). Pursuant to the Oneflow SPA,…