SEC Comment Letter 0000000000-23-009925 to Northann Corp. (NCL)
Northann Corp.
Date: Sept. 7, 2023 · CIK: 0001923780 · Accession: 0000000000-23-009925
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File numbers found in text: 333-273246
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United States securities and exchange commission logo
September 7, 2023
Lin Li
Chief Executive Officer
Northann Corp.
9820 Dino Drive, Suite 110
Elk Grove, CA 95624
Re:Northann Corp.
Amendment No. 3 to Registration Statement on Form S-1
Filed September 5, 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. Unless we note
otherwise, our references to prior comments are to comments in our August 31, 2023 letter.
Amendment No. 3 to Form S-1 filed September 5, 2023
Exhibit 15.1, page i
1.Please have your auditor revise its letter in lieu of consent for review report to refer to the
correct date of its review report, which we note is August 24, 2023.
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.
FirstName LastNameLin Li
Comapany NameNorthann Corp.
September 7, 2023 Page 2
FirstName LastName
Lin Li
Northann Corp.
September 7, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Jason Ye