Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company 

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

On October 11, 2024, Northann Corp. (the “Company”), approved by its board of directors, entered into a share purchase agreement (the “SPA”) with Chuntao Li (the “Seller”), pursuant to which the Seller has agreed to transfer to the Company all of the outstanding shares of Cedar Modern Limited, a company incorporated under the laws of Hong Kong, in exchange for the issuance of 4,484,400 shares (the “Consideration Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) to the Seller (the “Transaction”). Under Section 1.6 of the SPA, in the event that the amount of revenue for the first three (3) months immediately after the closing of the Transaction that is sourced by the Seller and the Key Employees (as defined in the SPA) equals to or exceeds US$20 million, upon request by the Seller, the Company shall file with the SEC a registration statement or registration statements (as is necessary) on Form S-1 or S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Consideration Shares.

 

The Consideration Shares were offered and sold in a transaction not involving a public offering and in compliance with exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder.

 

The Transaction was closed on October 14, 2024. After the issuance of the Consideration Shares, the Company has 28,977,490 shares of Common Stock outstanding.

 

The foregoing description of the SPA is only a summary and is qualified in its entirety by reference to the full text of the SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in Item 1.01 and Item 3.02.

 

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

 

 

(d)      Exhibits.

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.