Private Placement Form 8 K

Item 3.02. Unregistered Sale of Equity Securities

On June 22, 2024, pursuant to the Articles of Incorporation of Northann Corp. (the "Company"), as amended from time to time, the board of directors of the Company authorized the issuance of 5,000,000 shares of designated but unissued series A preferred stock, par value $0.001 per share ("Series A Preferred Stock") to Lin Li, the Company's Chairman of the Board, Chief Executive Officer, President, Secretary, and Treasurer, for a consideration of $5,000. No stockholder approval was required. After this issuance effective June 22, 2024, the number of shares of Series A Preferred Stock owned by Lin Li increased from 5,000,000 to 10,000,000, representing all issued and outstanding shares of Series A Preferred Stock of the Company. Each share of Series A Preferred Stock is entitled to ten votes on any matter on which action of the stockholders of the Company is sought.

The Company relied upon an exemption from registration in accordance with Section 4(2) of the Securities Act of 1933.