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United States securities and exchange commission logo
February 2, 2023
Lin Li
Chief Executive Officer
Northann Corp.
9820 Dino Drive, Suite 110
Elk Grove, CA 95624
Re: Northann Corp.
Amendment No. 4 to
Draft Registration
Statement on Form S-1
Submitted January
27, 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. 4 to Draft Registration Statement on Form S-1
Dilution, page 38
1. We note the revisions
made in response to prior comment 3 and the supplemental
computation provided.
Please revise to correctly calculate and present your net tangible
book value per share
using the 40,000,000 shares of your common stock outstanding at
September 30, 2022,
instead of the 10,000,000 shares used in your current presentation.
Lin Li
FirstName LastNameLin Li
Northann Corp.
Comapany2,NameNorthann
February 2023 Corp.
February
Page 2 2, 2023 Page 2
FirstName LastName
Results of Operations: Comparison for the Nine Months Ended September 30, 2022
and 2021,
page 44
2. We note the changes made to your discussion of net income on page 46
in response to
prior comment 7, where you now attribute the decrease in net income
for the nine months
ended September 30, 2022, primarily to the decrease in cost of
products and cost of
shipment. Please explain to us how decreased costs of revenues
resulted in decreased net
income in the period. Otherwise, revise to correctly attribute the
change to the appropriate
factors that materially impacted your net income in the period,
including, for example, the
significant increase in your general and administrative expenses
resulting from the $1.2
million bad debt expense you recorded.
Report of Independent Registered Public Accounting Firm, page F-22
3. Please have your Independent Registered Public Accounting Firm revise
its review report
to also cover the statement of stockholders deficit for the
nine-month period ended
September 30, 2021, now included in the unaudited interim financial
statements.
Unaudited Consolidated Statements of Stockholders' Deficit, page F-25
4. The amounts presented in the unaudited consolidated statement of
stockholders deficit for
the nine-month period ended September 30, 2021, appear to add to a
total stockholders'
deficit of $(951,400), instead of total stockholders equity of
$908,351 as currently
presented. Please revise, or advise us.
Note 2. Summary of Significant Accounting Policies
Net earnings per share of common stock, page F-31
5. We note your revisions made in response to prior comment 14. It
appears that the
column headed December 31, 2021 should instead be labeled "For the
nine months ended
September 30, 2021." Please revise the labeling of both columns to
correctly indicate that
the basic and diluted (loss) earnings per share amounts are presented
for the nine-month
periods ended September 30, 2022 and September 30, 2021, respectively.
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 Alex King at 202-551-8631 or Geoffrey Kruczek at 202-551-3641 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
Lin Li
Northann Corp.
FirstName
February 2,LastNameLin
2023 Li
Comapany
Page 3 NameNorthann Corp.
February 2, 2023 Page 3
cc: Jason Ye
FirstName LastName