{"schema_version":"secwatch.filing_event.v1","accession":"0001575872-25-000564","form_type":"8-K","ticker":"NCL","cik":"0001923780","company_name":"Northann Corp.","filed_at":"2025-09-09T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.627190+00:00","generated_at":"2026-05-17T07:22:29.160846+00:00","sec_items":["3.02","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Northann closes $11.4M private placement, issues 80M shares, ~84% dilution","bullets":["Closed X29 Private Placement on Sept 3, 2025; issued 80M shares to five investors at $0.14284/sh.","Aggregate proceeds of $11.43M ($2.285M per investor); shares outstanding post-issuance 175.46M.","Dilution of ~84% from prior share count of ~95.5M shares outstanding.","Proceeds to be used as working capital.","Transaction originally announced Dec 2024; required stockholder and NYSE American approval."],"urls":{"canonical":"https://secwatch.observer/filing/0001575872-25-000564","json":"https://secwatch.observer/filing/0001575872-25-000564.json","markdown":"https://secwatch.observer/filing/0001575872-25-000564.md","text":"https://secwatch.observer/filing/0001575872-25-000564.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1923780/000157587225000564/0001575872-25-000564-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1923780/000157587225000564/ncl-20250903.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T07:22:29.160846+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"edd14e61fa004ebb4f561785889554f289f5bf2c","claim":"Northann Corp. issued 16,000,000 shares of common stock to each X29 Purchaser, or an aggregate of 80,000,000 shares of common stock of common stock to X29 LLC and four other passive investors (the X29 Purchasers) for $2,285,440 to the Company as the payment for the X29 Private Placement.","evidence_excerpt":"On September 3, 2025, the Company issued 16,000,000 shares of common stock to each X29 Purchaser, or an aggregate of 80,000,000 shares of common stock to the X29 Purchasers, and closed the X29 Private Placement.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1923780/000157587225000564/0001575872-25-000564-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"16,000,000 shares of common stock to each X29 Purchaser, or an aggregate of 80,000,000 shares of common stock"},{"label":"Purchaser","value":"X29 LLC and four other passive investors (the X29 Purchasers)"},{"label":"Consideration","value":"$2,285,440 to the Company as the payment for the X29 Private Placement"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}