Exhibit 3.2
FRANCISCO V. AGUILAR Secretary of State
RUBEN J. RODRIGUEZ Deputy Secretary for Southern Nevada
2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2452 | STATE OF NEVADA
OFFICE OF THE SECRETARY OF STATE | GABRIEL DI CHIARA Chief Deputy Secretary of State
DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings
401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7141 |
Business Entity - Filing Acknowledgement | |
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| 10/03/2025 |
Work Order Item Number: | W2025100301164-4761657 |
Filing Number: | 20255219348 |
Filing Type: | Amended Certification of Stock Designation After Issuance of Class/Series |
Filing Date/Time: | 10/3/2025 9:22:00 AM |
Filing Page(s): | 3 |
Indexed Entity Information: |
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Entity ID: E22088812022-7 | Entity Name: Northann Corp. |
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Entity Status: Active | Expiration Date: None |
Commercial Registered Agent
VCORP SERVICES, LLC
701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
| Respectfully, |
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| FRANCISCO V. AGUILAR |
| Secretary of State |
Page 1 of 1
Commercial Recording
2250 Las Vegas Blvd North | 401 N. Carson Street | 1 State of Nevada Way |
North Las Vegas, NV 89030 | Carson City, NV 89701 | Las Vegas, NV 89119 |
ADDENDUM
TO
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATION
OF
NORTHANN CORP.
The second paragraph of the Certificate of Designation of Series A Preferred Stock is hereby amended by the addition of the following:
On October 7, 2025, effective at 12:01 a.m. EDT (the “Effective Time”), each eight (8) shares of the Corporation’s Series A Preferred Stock, $0,001 par value (the “Series A Stock”), issued and outstanding or held as treasury stock at such time shall, without further action on the part of the Corporation or holder thereof, be combined into one (1) validly issued, fully paid, and non-assessable share of the Series A Stock (the “Reverse Stock Split”), subject to the treatment of fractional share interests as describe below. The par value of the Series A Stock following the Reverse Stock Split shall remain at $0,001 per share. No fractional shares shall be issued upon the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of a fractional share of Series A Stock, the Corporation shall in lieu of issuing any such fractional share round up such fractional share to the next whole share. Each certificate that immediately prior to the Effective Time represented shares of Series A Stock (an “Old Certificate”) shall thereafter represent that number of shares of Series A Stock into which the shares of Series A Stock represented by the Old Certificate shall have been combined, subject to elimination of fractional share interests as described above.