M&A - Northann Corp.

Form Type: S-1/A

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: Update

Accession Number: 000157587225000097

Filing Summary: Northann Corp. filed an amendment to its S-1 registration statement detailing the proposed sale of up to 30,084,400 shares of common stock being offered by selling stockholders. This offering includes shares acquired through various acquisitions, such as those from Chuntao Li and Jianqun Xu as part of the Cedar Modern Limited and Raleigh Industries Limited acquisitions respectively. The amendment outlines shares issued for strategic consulting agreements and a private placement, along with regulatory and compliance considerations relevant to trading and operations in the U.S. and China. The company emphasizes its status as a controlled entity with majority ownership held by its founder, Lin Li. Northann Corp. operates primarily through subsidiaries in the U.S., Hong Kong, and China, and highlights the potential risks linked to foreign investment regulations, cybersecurity reviews, and PCAOB guidelines due to its operations' international scope. The last reported sale price of the shares on the NYSE was $0.2781.

Form Type: S-1/A

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000157587225000059

Filing Summary: Northann Corp. filed an amendment to its S-1 registration statement with the SEC on January 14, 2025, which includes details on the offering of up to 30,084,400 shares of common stock. The registered shares consist of common stock issued to Chuntao Li and Jianqun Xu as part of acquisitions of Cedar Modern Limited and Raleigh Industries Limited, respectively. The prospectus outlines various agreements under which these shares were issued, along with shares allocated for advisory and consulting services related to business development, technical support, and supply chain consulting from entities including Linkun Investment LLC and CAKL Holdings Sdn Bhd. It clarifies that Northann Corp. itself is not selling any shares in this offering and will not receive proceeds from these sales. The common stock, listed on the NYSE under the symbol 'NCL', has a closing price of $0.2781 as of January 13, 2025. The company also discloses its corporate governance structure, indicating it is a controlled company and an emerging growth company, subject to reduced reporting requirements. Additionally, significant risks associated with market and operational factors are also highlighted, particularly regarding its operations in China and compliance with new regulatory measures related to overseas listings.

Form Type: S-1

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000157587224001279

Filing Summary: Northann Corp. filed a registration statement under the Securities Act of 1933 on December 23, 2024. The company is registering the sale of up to 30,084,400 shares of common stock, offered by various selling stockholders. This includes shares issued as a result of multiple recent acquisitions: 4,484,400 shares to Chuntao Li for the acquisition of Cedar Modern Limited and 4,500,000 shares to Jianqun Xu from the acquisition of Raleigh Industries Limited. The company will not receive profits from these transactions, which will instead be collected by the selling stockholders. Additionally, shares issued as part of service agreements with Linkun Investment LLC, CAKL Holdings Sdn Bhd, and San River International Sdn Bhd are also included in this offering. Northann Corp. operates primarily through subsidiaries and does not conduct material operations independently. The public offering date is subject to the effective date of the registration statement, and the common stock is listed on the New York Stock Exchange under the symbol “NCL.” Risks related to the company’s operations, particularly those associated with its subsidiaries operating within China, as well as regulatory considerations impacting public trading, are discussed.