v3.25.2
Unrestricted Net Assets
3 Months Ended
Mar. 31, 2025
Restrictions for Consolidated and Unconsolidated Subsidiaries [Abstract]  
Unrestricted Net Assets
 
19.
UNRESTRICTED NET ASSETS
 
The following presents condensed financial information of Northann Corp:
 
Condensed Financial Information on Financial Position
 
 
 
As of
March 31,
 
 
 
 
As of
December 31,
 
 
 
 
2025
 
 
2024
 
 
 
(Unaudited)
 
 
 
 
Cash
 
 
-
 
 
 
-
 
Amounts due from subsidiaries
 
 
6,554,838
 
 
 
4,422,688
 
Total current assets
 
 
6,554,838
 
 
 
4,422,688
 
All other non-current assets
 
 
-
 
 
 
 
 
 
-
 
Interests in a subsidiary
 
 
9,939,380
 
 
 
9,452,997
 
Total Assets
 
 
16,494,218
 
 
 
13,875,685
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders’ Deficit
 
 
 
 
 
 
 
 
All other current liabilities
 
 
329,795
 
 
 
358,626
 
Amounts due to subsidiaries
 
 
12,253,474
 
 
 
10,881,994
 
Total current liabilities
 
 
12,583,269
 
 
 
11,240,620
 
Non-current liabilities
 
 
-
 
 
 
35,892
 
Total Liabilities
 
 
12,583,269
 
 
 
11,276,512
 
 
 
 
 
 
 
 
 
 
Stockholders’ Equity (Deficit)
 
 
 
 
 
 
 
 
Preferred stock – Series A, $0.001 par value, 100,000,000 shares authorized, 10,000,000 shares issued and outstanding as of March 31, 202
5
and December 31, 202
4
 
 
5,000
 
 
 
5,000
 
Common stock, $0.001 par value, 400,000,000 shares authorized, 95,464,000 shares issued and outstanding as of March 31, 2025 and 55,464,000 shares issued and outstanding as of December 31, 2024
 
 
95,464
 
 
 
55,464
 
Subscription receivable
 
 
(6,175,850
)
 
 
(1,375,000
)
Additional Paid-in Capital
 
 
23,580,165
 
 
 
15,487,165
 
 
 
 
(2,110,500
)
 
 
(2,927,250
)
Retained earnings (accumulated deficit)
 
 
(12,324,547
)
 
 
(9,693,818
)
Accumulated other comprehensive income (loss)
 
 
841,217
 
 
 
1,047,612
 
Total Stockholders’ Equity (Deficit)
 
 
3,910,949
 
 
 
2,599,173
 
Total Liabilities and Stockholders’ Deficit
 
 
16,494,218
 
 
 
13,875,685
 
 
* Retrospectively restated for the effect of 2-for-1
reverse
stock split. (Note 16)
 
 
 
 
Condensed Financial Information on Results of Operations
 
 
 
For the
three
months
ended
March 31,
 
 
 
 
 
 
 
 
 
 
For the
three
months
ended
March 31,
 
 
 
 
 
 
 
2025
 
 
2024
 
 
 
(Unaudited)
 
Revenue
 
 
-
 
 
 
-
 
Cost or revenues
 
 
-
 
 
 
-
 
Operating expenses
 
 
708,858
 
 
 
372,865
 
Income taxes
 
 
-
 
 
 
-
 
Income (loss) – Parent only
 
 
(708,858
)
 
 
(372,865
)
Income (loss) – Subsidiaries with unrestricted net assets
 
 
(1,162,876
)
 
 
577,523
 
(Loss) – Subsidiaries with restricted net assets
 
 
(686,994
)
 
 
(144,623
)
Net (loss) income – Consolidated
 
 
(2,630,728
)
 
 
60,035
 
 
Condensed Financial Information on Cash Flows
 
 
 
For the
three
months
ended
March 31,
 
 
 
 
 
 
 
 
 
 
For the
three
months
ended
March 31,
 
 
 
 
 
 
 
2025
 
 
2024
 
 
 
(Unaudited)
 
Cash (used in) provided by operating activities
 
 
(780,858
)
 
 
528,867
 
Cash (used in) provided by investing activities
 
 
 
 
 
 
Cash (used in) provided by financing activities
 
 
780,858
 
 
 
(528,495
)
Effect of exchange rates on cash
 
 
-
 
 
 
-
 
Net cash flows
 
 
-
 
 
 
372
 
Beginning cash balance
 
 
-
 
 
 
370
 
Ending cash balance
 
 
-
 
 
 
742
 
 
 
(i)
Basis of presentation
 
The condensed financial information reflects the accounts of the Company. The condensed financial information should be read in connection with the consolidated financial statements and notes thereto. The condensed financial information is presented as if the incorporation of the Company were in effect since January 1, 2020.
 
 
(ii)
Restricted Net Assets
 
Schedule I of Rule 5-04 of Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.). The Company’s only assets are its equity interests in its subsidiaries. Unrestricted net assets are held in the Company’s subsidiaries located in the US and Hong Kong. The Company does maintain substantial assets and operating subsidiaries in China; therefore, the ability for operating subsidiaries to pay dividends or transfer assets to the Company may be restricted due to the foreign exchange control policies and availability of cash balances of the Chinese operating subsidiaries.
 
As of March 31, 2024, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the Consolidated Financial Statements, if any.