NYSE American to Commence Delisting Proceedings Against Northann Corp. (NCL)

NEW YORK--(BUSINESS WIRE)--NYSE American LLC (“NYSE American” or the “Exchange”) announced today that the staff of NYSE Regulation has determined to commence proceedings to delist the common stock of Northann Corp. (the “Company”) — ticker symbol NCL — from NYSE American. Trading in the Company’s common stock will be suspended immediately.

On June 24, 2026, NYSE Regulation halted trading in the Company’s common stock for regulatory concerns. NYSE Regulation has now determined that the Company is not suitable for continued listing under Sections 1001, 1002(e), 1003, and 1007 of the NYSE American Company Guide (the “Guide”), pursuant to which, the Exchange may, at any time, suspend dealings in, or remove, a security from listing when in its opinion such security is unsuitable for continued trading on the Exchange. In doing so, under Sections 1001, 1002(e), and 1003 of the Guide, the Exchange may consider any event or condition that makes further dealings on the Exchange unwarranted, including if the company and/or any of its management has engaged in operations, activity, or actions that are contrary to the public interest. In addition, under Section 1007 of the Guide, the Exchange may consider whether there are allegations of financial fraud or other illegality in relation to a company’s financial reporting and the resignation by a company’s independent auditor due to a disagreement.

NYSE Regulation’s determination was based on, among other things, the Company’s disclosure in its Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2026 that its independent auditor (the “Auditor”) sent a letter, dated June 8, 2026, to the Company terminating its engagement and resigning. More specifically, in its Form 8-K, the Company disclosed that the Auditor’s letter stated that the Company’s December 31, 2025 Form 10-K was filed “without its knowledge, authorization or consent” and that the Auditor did not “issue, sign, authorize or consent to the inclusion of the audit report dated April 25, 2026 in the Form 10-K.” In addition, the Auditor’s letter stated that it “expressly disclaim[ed] and reject[ed] any purported audit report, consent, authorization, or representation attributed to it in the 10-K or any other filing, registration statement, offering document or submission to the SEC or any other regulatory authority.”

NYSE Regulation’s determination was also based on the Company’s failures to make timely, adequate, and accurate disclosures of material information to its shareholders and the investing public.

The Company has the right to a review of NYSE Regulation’s determination to delist the Company’s common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange. NYSE American will apply to the SEC to delist the Company’s common stock upon completion of all applicable procedures, including any appeal by the Company of NYSE Regulation’s decision.