Item 1.01. Entry into a Material Definitive Agreement.
On November 13, 2024,
Northann Corp. (the "Company")
, approved by its board of directors, entered into a share purchase agreement (the "Raleigh SPA") with Jianqun Xu (the "Seller"), pursuant to which the Seller has agreed to transfer to the Company all of the outstanding shares of Raleigh Industries Limited, a company incorporated under the laws of Hong Kong, in exchange for the issuance of 4,500,000 shares (the "Consideration Shares") of the Company's common stock, par value $0.001 per share, to the Seller (the "Transaction").
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 November 13, 2024. After the issuance of the Consideration Shares, the Company has 34,364,000 shares of common stock outstanding.
The foregoing description of the Raleigh SPA does not purport to be complete, is qualified in its entirety by reference to the Raleigh SPA, filed as Exhibits 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.