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 May 24, 2025, approved by its audit committee of the board of directors, Northann Corp. (the “Company”) dismissed WWC, P.C. (“WWC”) from its position as the independent registered public accounting firm for the Company.

 

During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through May 23, 2025, the date of dismissal, there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and WWC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of WWC, would have caused WWC to make reference to the subject matter of the disagreements in connection with its reports on financial statements of the Company for such years. During this same period, there were no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act).

 

WWC’s audit report on the consolidated financial statements as of and for the fiscal year ended December 31, 2024 had not yet been issued at the time of dismissal. Neither of WWC's audit reports for the two preceding fiscal years ended December 31, 2023 or December 31, 2022 contained an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

 

The Company has provided WWC with a copy of the foregoing disclosures under Item 4.01 on Form 8-K prior to filing it with the U.S. Securities and Exchange Commission (“SEC”) and has requested that WWC furnish to the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in this Item 4.01 on Form 8-K. A copy of WWC’s letter, dated May 24, 2025, is attached as Exhibit 16.1 to this report on Form 8-K.

 

The Company is currently seeking engagement with a new independent registered public accounting firm and will file a Form 8-K/A when the new independent registered public accounting firm has been appointed.

 

 

(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.