SEC Comment Letter 0000000000-23-009635 to Northann Corp. (NCL)
Northann Corp.
Date: Aug. 31, 2023 · CIK: 0001923780 · Accession: 0000000000-23-009635
AI Filing Summary & Sentiment
File numbers found in text: 333-273246
Letter
United States securities and exchange commission logo August 31, 2023 Lin Li Chief Executive Officer Northann Corp. 9820 Dino Drive, Suite 110 Elk Grove, CA 95624 Re:Northann Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed August 24, 2023 File No. 333-273246 Dear Lin Li: We have reviewed your amended 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-4, Amendment No. 2 Capitalization , page 41 1.Refer to the amounts shown in the Actual column for the line items Convertible Notes, Retained Earnings and Total Stockholders' Equity and reconcile the amounts to the respective amounts presented on the June 30, 2023 unaudited balance sheet on page F-27. Please revise to correct all applicable amounts on the table, including the total capitalization amount and the pro forma as adjusted balances.
Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 53 2.Refer to the paragraph discussion of net cash used in operating activities for the six
FirstName LastNameLin Li Comapany NameNorthann Corp. August 31, 2023 Page 2 FirstName LastName Lin Li Northann Corp. August 31, 2023 Page 2 months ended June 30, 2023. Please revise to clarify that you incurred net losses rather than net income for both the six months ended June 30, 2023 and 2022 in the amounts of $(511,621) and $(265,223), respectively. Also refer to the first paragraph under the heading of financing activities on page 54, and revise the first sentence to clarify that you had net cash provided by, rather than used in, financing activities for the six months ended June 30, 2022.
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
August 31, 2023
Lin Li
Chief Executive Officer
Northann Corp.
9820 Dino Drive, Suite 110
Elk Grove, CA 95624
Re:Northann Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 24, 2023
File No. 333-273246
Dear Lin Li:
We have reviewed your amended 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-4, Amendment No. 2
Capitalization , page 41
1.Refer to the amounts shown in the Actual column for the line items Convertible Notes,
Retained Earnings and Total Stockholders' Equity and reconcile the amounts to the
respective amounts presented on the June 30, 2023 unaudited balance sheet on page F-27.
Please revise to correct all applicable amounts on the table, including the total
capitalization amount and the pro forma as adjusted balances.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 53
2.Refer to the paragraph discussion of net cash used in operating activities for the six
FirstName LastNameLin Li
Comapany NameNorthann Corp.
August 31, 2023 Page 2
FirstName LastName
Lin Li
Northann Corp.
August 31, 2023
Page 2
months ended June 30, 2023. Please revise to clarify that you incurred net losses rather
than net income for both the six months ended June 30, 2023 and 2022 in the amounts of
$(511,621) and $(265,223), respectively. Also refer to the first paragraph under the
heading of financing activities on page 54, and revise the first sentence to clarify that you
had net cash provided by, rather than used in, financing activities for the six months ended
June 30, 2022.
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