NCL Northann Corp

 

As filed with the Securities and Exchange Commission on February 13, 2025

 

Registration No. 333-      

 

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

Northann Corp.
(Exact name of registrant as specified in its charter)

 

Nevada		88-1513509
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

2251 Catawba River Rd

Fort Lawn, SC 29714

T: (916) 573 3803

(Address of Principal Executive Offices) (Zip Code)

  

Northann Corp. 2023 Equity Incentive Plan

(Full title of the plan)

 

Vcorp Services, LLC

701 S. Carson Street, Suite 200

Carson City, NV 89701

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copies to:

Henry Yin, Esq. Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Place Central, Hong Kong SAR (852) 3923-1111

Xiaoqin (Sherry) Li, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

  

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	x		Smaller reporting company	x
			Emerging growth company	x

 

If an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities Act. ☐

 

 

  

EXPLANATORY NOTE

 

Northann Corp. (the “Registrant”) has prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register 8,000,000 additional shares of common stock, $0.001 par value of the Registrant (“Common Stock”), under the Northann Corp. 2023 Equity Incentive Plan, which Common Stock is in addition to the 4,000,000 shares of Common Stock registered on the Registrant’s Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2024 (Commission File No. 333-277808) (the “Prior Registration Statement”).

 

This registration statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this registration statement, except as amended hereby.

 

  

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits

 

The following is a list of all exhibits filed as part of this Registration Statement or, as noted, incorporated by reference into this Registration Statement:

 

Exhibit Number		Description
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on July 14, 2023, as amended)
3.2		Certificate of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on July 14, 2023, as amended)
3.3		Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed on July 14, 2023, as amended)
3.4		Certificate of Amendment to the Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 filed on July 14, 2023, as amended)
3.5		Bylaws (incorporated by reference to Exhibit 3.5 to the Annual Report on Form 10-K filed on April 16, 2024)
5.1		Opinion of Fennemore Craig, P.C.
10.1		Northann Corp. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (File No. 333-273246)
23.1		Consent of Fennemore Craig, P.C. (contained in Exhibit 5.1)
23.2		Consent of WWC, P.C., Independent Registered Public Accounting Firm
24.1		Power of Attorney (included in the signature page)
107		Calculation of Filing Fee Table

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on February 13, 2025. 

 

	Northann Corp.
	By:	/s/ Lin Li
		Lin Li
		Chairman of the Board, Chief Executive Officer, President, Secretary, and Treasurer

  

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Lin Li as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons and in the capacities and on the dates indicated.

 

Name		Title		Date
/s/ Lin Li		Chairman of the Board, Chief Executive Officer, President, Secretary, and Treasurer		February 13, 2025
Lin Li		(Principal Executive Officer)
/s/ Sunny S. Prasad		Interim Chief Financial Officer		February 13, 2025
Sunny S. Prasad		(Principal Financial Officer and Interim Principal Accounting Officer)
/s/ Kurtis W. Winn		Chief Operating Officer and Director		February 13, 2025
Kurtis W. Winn
/s/ Bradley C. Lalonde		Director		February 13, 2025
Bradley C. Lalonde
/s/ Umesh Patel		Director		February 13, 2025
Umesh Patel
/s/ Jing Zhang		Director		February 13, 2025
Jing Zhang

 

 

 

  

Exhibit 5.1

 

9275 W. Russell Road, Suite 240 Las Vegas, Nevada 89148 PH (702) 692-8026 | FX (702) 692-8075 fennemorelaw.com

 

February 13, 2025

 

Northann Corp.

2251 Catawba River Road

Fort Lawn, South Carolina 29714

 

Re:

Northann Corp./Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special Nevada counsel to Northann Corp., a Nevada corporation (the “Company”), in connection with the registration by the Company of 12,000,000 shares (the “Shares”) of its common stock, $0.001 par value per share (the “Common Stock”) that have been or may be issued pursuant to the Company’s 2023 Equity Incentive Plan, as amended (the “Plan”) on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (“Securities Act”), as filed with the Securities and Exchange Commission (“Commission”).

 

For purposes of these opinions, we have examined originals or copies of:

 

(a)

the Registration Statement;

 

(b)

the Plan; and

 

(c)

certain actions of the Board of Directors and stockholders of the Company relating to the adoption of the Plan and such other matters as relevant.

 

We have obtained from officers and agents of the Company and from public officials, and have relied upon, such certificates, representations, and assurances as we have deemed necessary and appropriate for purposes of rendering this opinion letter. We have also examined such other corporate charter and other documents, records, certificates, and instruments (collectively with the documents identified in (a) through (c) above, the “Documents”) as we deem necessary or advisable to render the opinions set forth herein.

 

 

 

Northann Corp.

February 13, 2025

Page 2

 

In our examination we have assumed:

 

(a)

the legal capacity and competency of all natural persons executing the Documents;

 

(b)

the genuineness of all signatures on the Documents;

 

(c)

the authenticity of all Documents submitted to us as originals, and the conformity to original documents of all Documents submitted to us as copies;

 

(d)

that the parties to such Documents, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder;

 

(e)

that such Documents are enforceable in accordance with their terms with respect to all parties thereto;

 

(f)

that at the time of issuance of any Shares, the Company validly exists and is duly qualified and in good standing under the laws of Nevada; and

 

(g)

other than with respect to the Company, the due authorization by all requisite action, corporate or other, of the execution and delivery by all parties of the Documents.

 

We have relied upon the accuracy and completeness of the information, factual matters, representations, and warranties contained in such documents.

 

In rendering the opinions set forth below, we have also assumed that:

 

(a)

at or prior to the time of issuance and delivery, the Shares will be registered by the transfer agent and registrar of such Shares;

 

(b)

the Company will keep reserved a sufficient number of shares of its Common Stock to satisfy its obligations for issuances of Shares under the Plan;

 

(c)

upon issuance of any of the Shares, the total number of shares of the Company’s Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its charter documents; and

 

(d)

each stock grant, stock option, or other security exercisable or exchangeable for a Share under the Plan has been, or will be, duly authorized, validly granted, and duly exercised or exchanged in accordance with the terms of the Plan, at the time of any grant of a Share or exercise of such stock option or other security under the Plan.

 

 

 

Northann Corp.

February 13, 2025

Page 3

 

Based on the foregoing and in reliance thereon, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:

 

(a)

the Shares that have been or may be issued under the Plan are duly authorized shares of the Company’s Common Stock; and

 

(b)

if, as, and when issued against receipt of the consideration therefor in accordance with the provisions of the Plan and in accordance with the Registration Statement, the Shares will be validly issued, fully paid, and nonassessable.

 

The opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law that may come to our attention after the date the Registration Statement is declared effective.

 

While certain members of this firm are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the laws of any jurisdiction other than Nevada. Accordingly, the opinions we express herein are limited to matters involving the laws of the State of Nevada (other than the securities laws and regulations of the State of Nevada, as to which we express no opinion). We express no opinion regarding the effect of the laws of any other jurisdiction or state, including any securities laws related to the issuance and sale of the Shares.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and we consent to the reference of our name under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

	Very truly yours,
	/s/ Fennemore Craig, P.C.
	Fennemore Craig, P.C.

 

tmor/cdol

 

 

 

Exhibit 23.2

 

 

 

To the Board of Directors and Stockholders of

Northann Corp.

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Northann Corp and its subsidiaries (collectively the “Company”) of our reports dated April 15, 2024 relating to the audit of the consolidated balance sheets of Northann Corp and its subsidiaries (collectively the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income and comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements), which appear in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

We also consent to the Company’s reference to WWC, P.C., Certified Public Accountants, as experts in accounting and auditing.

 

San Mateo, California	WWC, P.C.
February 13, 2025	Certified Public Accountants
	PCAOB ID: 1171

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Table

Form S-8

(Form Type)

Northann Corp.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Share(2)				Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity		Common Stock, $0.001 par value		Rule 457(c) and Rule 457(h)			8,000,000	(3)		$	0.26225		$	2,098,000.00		$153.10 per $1,000,000		$	321.20
Total Offering Amounts													$	2,098,000.00				$	321.20
Total Fee Offsets																		$	0.00
Net Fee Due																		$	321.20

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities of Northann Corp. (the “Registrant”) that may become issuable under the Registrant’s 2023 Equity Incentive Plan, as amended (the “Plan”) as a result of any future stock splits, stock dividends or similar adjustments of the Registrant’s outstanding ordinary shares.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act. The proposed maximum offering price per share is estimated to be $0.26225, based on the average of the high sales price ($0.267) and the low sales price ($0.2575) for the Registrant’s common stock as reported by NYSE American on February 10, 2025.

(3)

These 8,000,000 shares of common stock to be registered are reserved for future grants under the Plan.

 

 

 

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