View:
United States securities and exchange commission logo
July 25, 2023
Lin Li
Chief Executive Officer
Northann Corp.
9820 Dino Drive, Suite 110
Elk Grove, CA 95624
Re: Northann Corp.
Registration
Statement on Form S-1
Filed July 14, 2023
File No. 333-273246
Dear Lin Li:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Exhibits
1. Refer to Exhibit 23.1.
We note your revisions made in response to prior comment 3.
Please further revise
to clarify in the first sentence of the first paragraph that the auditors
consent to the
inclusion of their report dated March 31, 2023, with the exception to Notes
16 and 18 for which the
date is July 14, 2023. The current disclosures states the
incorporation of
reference of their report dated July 14, 2023. Also, please ensure the
consent refers to the
correct amended filing on Form S-1, as we note the current disclosure
states Amendment No. 6
to the Form S-1.
2. We note your response
to our previous comment 4 and reissue in part. The first paragraph
on the page preceding
the signature page of the opinion appears to include an
Lin Li
Northann Corp.
July 25, 2023
Page 2
impermissible limitation on reliance. Please file a revised opinion.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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,
FirstName LastNameLin Li
Division of
Corporation Finance
Comapany NameNorthann Corp.
Office of
Manufacturing
July 25, 2023 Page 2
cc: Jason Ye
FirstName LastName