---
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"
generated_at: "2026-05-17T07:22:29.160846+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Northann closes $11.4M private placement, issues 80M shares, ~84% dilution

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001575872-25-000564
- JSON: https://secwatch.observer/filing/0001575872-25-000564.json
- Plain text: https://secwatch.observer/filing/0001575872-25-000564.txt

## Key facts
- Equity Issuances
  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.
  - Security: common stock
  - Shares: 16,000,000 shares of common stock to each X29 Purchaser, or an aggregate of 80,000,000 shares of common stock
  - Purchaser: X29 LLC and four other passive investors (the X29 Purchasers)
  - Consideration: $2,285,440 to the Company as the payment for the X29 Private Placement
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1923780/000157587225000564/0001575872-25-000564-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.