{"filing":{"accession_number":"0001575872-26-000562","cik":"0001923780","ticker":"NCL","company_name":"Northann Corp.","form":"8-K","filing_date":"2026-08-10","report_date":"2026-04-14","primary_document":"ncl121_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1923780/000157587226000562/ncl121_8k.htm"},"events":[{"id":26743,"run_id":24316,"accession_number":"0001575872-26-000562","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"NYSE American initiated a trading halt on June 25, 2026, due to concerns that Northann Corp. filed its 2025 Form 10-K without obtaining auditor approval and consent. The company acknowledges it cannot predict the timing or outcome of the Exchange's review or whether the trading halt will be lifted or further listing proceedings initiated.","company_name":"Northann Corp.","ticker":"NCL","filing_date":"2026-08-10","form":"8-K","submitted_at":null,"items":[{"id":27973,"accession_number":"0001575872-26-000562","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a trading halt initiated by NYSE American on June 25, 2026, due to concerns that Northann Corp. filed its 2025 Form 10-K without obtaining auditor approval and consent. The company states the Trading Halt remains in place as of the 8-K filing date, and explicitly acknowledges it \"cannot predict the timing or outcome of the Exchange's review, including when or whether the Exchange will lift the Trading Halt or whether it will initiate any further listing proceedings.\" This is a direct notice of delisting risk under Item 3.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:08.696345+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26744,"run_id":24316,"accession_number":"0001575872-26-000562","anchor_item_number":"4.01","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"The registrant's independent registered public accounting firm resigned effective June 8, 2026, explicitly stating it did not authorize or consent to the inclusion of its audit report in the 2025 10-K, did not complete its audit, and disclaimed any audit report attributed to it.","company_name":"Northann Corp.","ticker":"NCL","filing_date":"2026-08-10","form":"8-K","submitted_at":null,"items":[{"id":27974,"accession_number":"0001575872-26-000562","item_number":"4.01","item_title":"Changes in Registrant’s Certifying Accountant.","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the resignation of the registrant's independent registered public accounting firm effective June 8, 2026. The auditor explicitly stated it did not authorize or consent to the inclusion of its audit report in the 2025 10-K, did not complete its audit, and disclaimed any audit report attributed to it. This is a classic auditor change under Item 4.01, and the circumstances—involving disputed financial statements and a new audit of prior years—are material to investors assessing the reliability of the company's financial reporting.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:08.696345+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26745,"run_id":24316,"accession_number":"0001575872-26-000562","anchor_item_number":"4.02","event_type":"restatement","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"The company disclosed non-reliance on the 2025 Form 10-K financial statements for years ended December 31, 2024 and 2025, as the auditor disclaimed its audit report due to incomplete audit procedures and no opinion being formed. Management concluded investors should not rely on those financial statements pending a new audit by a replacement firm.","company_name":"Northann Corp.","ticker":"NCL","filing_date":"2026-08-10","form":"8-K","submitted_at":null,"items":[{"id":27975,"accession_number":"0001575872-26-000562","item_number":"4.02","item_title":"Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.","event_type":"restatement","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 4.02 discloses non-reliance on the 2025 10-K financial statements for years ended December 31, 2024 and 2025. The auditor disclaimed its audit report, stating audit procedures remained incomplete at filing and no opinion had been formed. Management concluded investors should not rely on those financial statements pending a new audit by a replacement firm. This is a classic restatement trigger—the registrant is withdrawing reliance on previously issued financial statements due to audit deficiencies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:08.696345+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26746,"run_id":24316,"accession_number":"0001575872-26-000562","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Two executive departures occurred: Mr. Umesh Patel resigned as an independent director effective April 14, 2026, citing governance failures including unpaid board compensation and lack of D\u0026O insurance; and Mr. Lin Li resigned as Chairman on August 10, 2026 (while retaining his CEO and President roles), following his initial resignation as CEO, President, and Chairman on June 30, 2026 which was partially rescinded.","company_name":"Northann Corp.","ticker":"NCL","filing_date":"2026-08-10","form":"8-K","submitted_at":null,"items":[{"id":27976,"accession_number":"0001575872-26-000562","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The disclosure centers on two executive departures: Mr. Umesh Patel's resignation as an independent director effective April 14, 2026, citing governance failures (unpaid board compensation and lack of D\u0026O insurance), and Mr. Lin Li's initial resignation as CEO, President, and Chairman on June 30, 2026, which was partially rescinded (he retained CEO and President roles but departed as Chairman on August 10, 2026). While the section also includes Mr. Bradley C. Lalonde's election as new Chairman, the principal disclosed actions are the departures of Patel and Li's resignation from the Chairman role. The material governance concerns cited in Patel's resignation letter and the leadership transition at the CEO/Chairman level make this material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:08.696345+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":27973,"accession_number":"0001575872-26-000562","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a trading halt initiated by NYSE American on June 25, 2026, due to concerns that Northann Corp. filed its 2025 Form 10-K without obtaining auditor approval and consent. The company states the Trading Halt remains in place as of the 8-K filing date, and explicitly acknowledges it \"cannot predict the timing or outcome of the Exchange's review, including when or whether the Exchange will lift the Trading Halt or whether it will initiate any further listing proceedings.\" This is a direct notice of delisting risk under Item 3.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:08.696345+00:00","company_name":"Northann Corp.","ticker":"NCL","filing_date":"2026-08-10"},{"id":27974,"accession_number":"0001575872-26-000562","item_number":"4.01","item_title":"Changes in Registrant’s Certifying Accountant.","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the resignation of the registrant's independent registered public accounting firm effective June 8, 2026. The auditor explicitly stated it did not authorize or consent to the inclusion of its audit report in the 2025 10-K, did not complete its audit, and disclaimed any audit report attributed to it. This is a classic auditor change under Item 4.01, and the circumstances—involving disputed financial statements and a new audit of prior years—are material to investors assessing the reliability of the company's financial reporting.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:08.696345+00:00","company_name":"Northann Corp.","ticker":"NCL","filing_date":"2026-08-10"},{"id":27975,"accession_number":"0001575872-26-000562","item_number":"4.02","item_title":"Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.","event_type":"restatement","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 4.02 discloses non-reliance on the 2025 10-K financial statements for years ended December 31, 2024 and 2025. The auditor disclaimed its audit report, stating audit procedures remained incomplete at filing and no opinion had been formed. Management concluded investors should not rely on those financial statements pending a new audit by a replacement firm. This is a classic restatement trigger—the registrant is withdrawing reliance on previously issued financial statements due to audit deficiencies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:08.696345+00:00","company_name":"Northann Corp.","ticker":"NCL","filing_date":"2026-08-10"},{"id":27976,"accession_number":"0001575872-26-000562","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The disclosure centers on two executive departures: Mr. Umesh Patel's resignation as an independent director effective April 14, 2026, citing governance failures (unpaid board compensation and lack of D\u0026O insurance), and Mr. Lin Li's initial resignation as CEO, President, and Chairman on June 30, 2026, which was partially rescinded (he retained CEO and President roles but departed as Chairman on August 10, 2026). While the section also includes Mr. Bradley C. Lalonde's election as new Chairman, the principal disclosed actions are the departures of Patel and Li's resignation from the Chairman role. The material governance concerns cited in Patel's resignation letter and the leadership transition at the CEO/Chairman level make this material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:08.696345+00:00","company_name":"Northann Corp.","ticker":"NCL","filing_date":"2026-08-10"}]}