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United States securities and exchange commission logo
October 11, 2022
Lin Li
Chief Executive Officer
Northann Corp.
9820 Dino Drive, Suite 110
Elk Grove, CA 95624
Re: Northann Corp.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted September
26, 2022
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. 1 to Draft Registration Statement on Form S-1
The Offering, page 15
1. We reissue comment 12
in its entirety. If all outstanding convertible or exercisable
securities will remain
outstanding after this offering, please revise to state so.
Enforceability of Civil Liabilities, page 34
2. We note your response
to prior comment 38. Expand to discuss the location of your
officers and directors
and how that impacts the matters you disclose.
Capitalization, page 37
Lin Li
FirstName LastNameLin Li
Northann Corp.
Comapany
October 11,NameNorthann
2022 Corp.
October
Page 2 11, 2022 Page 2
FirstName LastName
3. We note the changes made in response to comment 20. Your December 31,
2021 audited
balance sheet on page F-3 discloses preferred shares of $10,000 and
common stock of
$40,000, but it appears that the amounts have been reversed on the
Capitalization table.
Please revise the table accordingly to be consistent with the balance
sheet.
Dilution, page 38
4. We note your inclusion in the table on page 38, an amount for the line
item net tangible
book value per share as of December 31, 2021. It appears the amount
shown does not
represent a per share figure. Please revise and provide us with your
computation of net
tangible book value and the related per share amount as of the most
recent balance sheet
date included in the filing, including the number of common shares
used in the
computation.
5. We note your response to prior comment 22. Expand to address how the
numbers and
percentages in the table on page 39 would change, assuming exercise or
conversion.
Audited Financial Statements
Consolidated Statements of Operations, page F-4
6. We note no revisions to pages F-4 and F-11 in response to prior
comment 30 and, as such,
we re-issue our comment. Revise your computation of basic and diluted
earnings per
share to remove weighted average preferred shares outstanding from the
denominator.
Refer to ASC 260-10-45-10 and 45-16, where net income available to
common
stockholders on a per share basis should be based on the weighted
average number of
common shares outstanding and common stock equivalents. Please revise
all sections of
the filing, as appropriate, including the computations and disclosures
on page F-11. In
this regard, based on the information provided on your Consolidated
Statements of
Stockholders' Deficit, it appears that the disclosures on pages F-4
and F-11 should be
based on a calculation using weighted average common shares
outstanding of 40,000,000
in each of the reported periods. We note from page F-11 that the
preferred stock is not
convertible into common stock, and thus would not be included in the
number of weighted
average shares used to compute basic and diluted earnings per share.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-8
7. We note your expanded disclosures in response to prior comment 33. To
enhance an
investor's understanding of the products from which you earn revenues,
the timing of such
revenues and any estimates made when recognizing revenues, as
previously requested
please revise the Critical Accounting Estimates - Revenue Recognition
section on page 42
to include similar disclosures.
Lin Li
Northann Corp.
October 11, 2022
Page 3
Note 17. Unrestricted Net Assets, page F-21
8. We note your response to prior comment 34. Please explain to us why the
Total
Stockholders' Equity (Deficit) as well as the Net Income (Loss) amounts
presented here
differ from those reported for the consolidated entity on pages F-3 and
F-4. Explain to us
how your presentation and the balances shown here are prepared and
calculated consistent
with the guidance in Rule 12-04 of Regulation S-X that calls for the
condensed financial
information of the registrant (i.e., parent-only condensed financial
statements). Otherwise, revise your presentation to comply. In your
revised presentation,
present cash separately on the face of the Condensed Balance Sheet of
the registrant.
Signatures, page II-6
9. We note your response to prior comment 35; however, the first paragraph
continues to be
incorrect. Therefore, we reissue the comment.
General
10. Your revisions in response to prior comment 29 do not appear to include
counsel indicated
in Exhibit 8.2. Please revise. Also, the disclosure you added needs to
identify counsel
and state clearly that the disclosure is counsel's opinion. Please
revise accordingly.
You may contact Beverley 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 Alex King at 202-551-8631 or Geoffrey Kruczek at
202-551-3641 with
any other questions.
Sincerely,
FirstName LastNameLin Li
Division of
Corporation Finance
Comapany NameNorthann Corp.
Office of
Manufacturing
October 11, 2022 Page 3
cc: Jason Ye
FirstName LastName