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United States securities and exchange commission logo
April 6, 2023
Lin Li
Chief Executive Officer
Northann Corp.
9820 Dino Drive, Suite 110
Elk Grove, CA 95624
Re: Northann Corp.
Amendment No. 6 to
Draft Registration
Statement on Form S-1
Submitted March 31,
2023
CIK No. 0001923780
Dear Lin Li:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 6 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Impact of the COVID-19 Pandemic on Our Operations and Financial
Performance, page 45
1. Refer to the second
paragraph. We note in the first sentence that in fiscal years ending
December 31, 2022, 2021
and 2020, the cost of shipping accounted for 18%, 16% and 6%
of total revenue,
respectively. However, in the fourth sentence you refer to a decrease in
shipping costs as a
percentage of the total revenue from fiscal year 2021 to the fiscal year
2022. Please revise to
eliminate this inconsistency, and to explain the reasons for the
increase in 2022.
Lin Li
Northann Corp.
April 6, 2023
Page 2
Results of Operations
Comparison of Years Ended December 31, 2022, 2021 and 2020, page 50
2. Refer to your discussion of net income. Given that your net revenues
decreased in the
year 2022, please clarify in the second sentence the primary reasons for
your increase in
net income from 2021 to 2022. Your current disclosure attributes the
increase in net
income to the increase of revenues along with the decrease of operating
expenses.
Consolidated Statements of Stockholders' Equity (Deficit), page F-5
3. Given that the audited financial statements are for the three years ended
December 31,
2022, 2021 and 2020, please expand this statement to also include the
activity covering
the year ended December 31, 2020.
You may contact Beverly Singleton at (202) 551-3328 or Martin James at
(202) 551-
3671 if you have questions regarding comments on the financial statements and
related
matters. Please contact Alexander King at (202) 551-8631 or Geoff Kruczek at
(202) 551-3641
with any other questions.
Sincerely,
FirstName LastNameLin Li
Division of
Corporation Finance
Comapany NameNorthann Corp.
Office of
Manufacturing
April 6, 2023 Page 2
cc: Jason Ye
FirstName LastName