SEC Comment Letter 0000000000-23-007933 to Northann Corp. (NCL)
Northann Corp.
Date: July 25, 2023 · CIK: 0001923780 · Accession: 0000000000-23-007933
AI Filing Summary & Sentiment
File numbers found in text: 333-273246
Letter
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
FirstName LastNameLin Li Comapany NameNorthann Corp. July 25, 2023 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Manufacturing cc: Jason Ye
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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
FirstName LastNameLin Li
Comapany NameNorthann Corp.
July 25, 2023 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Manufacturing
cc: Jason Ye