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United States securities and exchange commission logo
May 30, 2023
Lin Li
Chief Executive Officer
Northann Corp.
9820 Dino Drive, Suite 110
Elk Grove, CA 95624
Re: Northann Corp.
Amended Draft
Registration Statement on Form F-1
Submitted May 25,
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.
Amended Confidential Draft Registration Statement on Form F-1 submitted
May 25, 2023
Report of Independent Registered Public Accounting Firm
Review Report on Interim Financial Statements, page F-26
1. In the first paragraph
under Results of Review of Interim Financial Information, please
have your auditor
revise the report to clarify that it reviewed the statements of cash flows
for the three month
periods ended March 31, 2023 and 2022. The current disclosure states
for the three
nine-month periods ended March 31, 2023 and 2022. In the second
paragraph under this
same heading, please have your auditor revise the report to clarify
that it previously
audited the statements of operations and comprehensive income (loss),
stockholders' deficit
and cash flows for each of the years in the three-year period ended
December 31, 2022. The
current disclosure only refers to each of the years in the two-
Lin Li
Northann Corp.
May 30, 2023
Page 2
year period ended December 31, 2022.
Interim Consolidated Statements of Operations and Comprehensive Income (Loss),
page F-28
2. Revise the statement and all other sections of the filing, as applicable,
to present all basic
and diluted earnings per share amounts rounded to the nearest cent (i.e.,
only two decimal
points), in order not to imply a greater degree of precision than exists.
Exhibits
3. Refer to Exhibit 23.1. Please clarify in the last sentence of the first
paragraph that the
audited financial statements of Northann Corp are for the years ended
December 31,
2022, 2021 and 2020. The current disclosure states for the years ended
December 31,
2022 and 2021.
4. Refer to Exhibit 99.1. The second paragraph appears to refer to the
incorrect issuer of the
securities listed on the registration statement. Also, the first
paragraph on the page
preceding the signature page of the opinion appears to include an
impermissible limitation
on reliance. Please file a revised opinion.
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
May 30, 2023 Page 2
cc: Jason Ye
FirstName LastName