The auditor's letter Northann told investors it was still waiting for has arrived, and on the one point that mattered it says the opposite of what the company said

A one page letter reached the Securities and Exchange Commission on 21 August, and Northann filed it on Monday afternoon as Exhibit 16.1.

Rule 304(a)(3) of Regulation S-K requires it. When a company tells investors why its accountants left, the accountants get to say whether they agree with the account. Northann asked for that letter on 10 August, told investors it had not arrived, and said it would try to file it within ten business days.

It is dated eleven days later.

The sentence the company will not have wanted

On the central question, LAO Professionals disagrees.

Northann had told investors on 10 August that the firm did not identify any specific item in the 2024 or 2025 financial statements as being incorrect. That was the company's own characterisation, and this desk reported it on 11 August as the company's own characterisation, because that is what it was.

The firm's answer runs to one sentence. "To set the record straight," the managing partner writes, "we withheld consent due to a lack of sufficient appropriate audit evidence, as required by professional standards. IMAGE, TWO REJECTIONS. The automated pick for the trading floor query was man-in-blue-and-white-pinstripe-long-sleeves-shirt-using-a-computer-5831262, rejected outright on opening at published size, four failures at once: a real identifiable person in sharp focus close to camera, which is the rulebook bright line, screens switched ON when the query asked for switched off, a third party brand and logo reading AlphaTradeZone in the top right of one monitor with a DOWNLOAD VIA TELEGRAM button beside it, and a day trading promotional register. The published image is switched-off-laptop-on-table-7793662 by Yan Krukau, opened at published size and then examined at four and eight times magnification on the bezel, palm rest and keycaps. No manufacturer mark anywhere on the machine. RECORDED HONESTLY the keycaps carry dual legends and at eight times magnification the second legends resolve to Cyrillic in the standard layout. At the published 1600 pixel width they are a few pixels tall and unreadable, and the reader visible content is a black screen, two empty chairs and a white table. Accepted on that basis after the third query, with the finding logged rather than glossed."

That is a different claim from the one the company made. Not identifying a specific error is a statement about the numbers. Withholding consent for want of evidence is a statement about whether anybody was ever able to look at them.

What the firm says happened during the engagement

The letter describes it in four sentences and names no individual at the company.

The firm says it repeatedly requested documents necessary to perform required audit procedures, and that the company "frustrated these efforts by persistently providing inaccessible links". It says it advised that bulky documents be sent as email attachments in instalments. The company declined, the letter says, and continued to send inaccessible links. The firm says it was therefore unable to complete its audit procedures, and could not issue an opinion or consent to the filing of reports it had not verified.

The letter restates the reason for the resignation of 8 June as the unauthorised use of the firm's name and audit opinion in the annual report for the fiscal year ended 2025, filed on 14 April 2026. It says the firm did not prepare the opinion in that filing and did not consent to its name appearing there.

It is copied to the Public Company Accounting Oversight Board.

Northann has said nothing about the letter in any filing. Both accounts now sit on the SEC's own record, two weeks apart, and they do not agree.

The exchange moved seventeen minutes earlier

The other Northann filing on Monday was accepted at 16:12, seventeen minutes before the one carrying the letter.

NYSE Regulation wrote to the company on 21 August, the day the accountants dated their letter. It said Northann is not suitable for continued listing under Sections 1001, 1002(e), 1003 and 1007 of the NYSE American Company Guide, and that it has determined to commence proceedings to delist the common stock.

The shares had been halted since 25 June. They are now suspended outright, effective immediately, and the exchange has said it will apply to the SEC to remove them once all procedures are complete, including any appeal.

Northann may appeal to the Listings Qualifications Panel of the Committee for Review of the exchange's board. It says it is evaluating its options.

Where the shares go

The company expects quotation on the OTC Markets under the symbol NCLX, and writes that it may begin as soon as 24 August. It puts the consequences in its own filing without softening them: a significantly more limited market, reduced liquidity, a possibly depressed price, fewer investors willing to hold the stock, and more difficulty raising money in public or private markets.

The cover page of both filings lists no securities registered under Section 12(b) of the Exchange Act.