SecProbe.io

January 7, 2025
Lin Li
Chief Executive Officer
Northann Corp.
2251 Catawba River Rd
Fort Lawn, SC 29714
Re:Northann Corp.
Registration Statement on Form S-1
Filed December 23, 2024
File No. 333-284033
Dear Lin Li:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed December 23, 2024
Cover Page
1.We note your disclosure that "[a]s of the date of [the] prospectus, funds and assets
were transferred between the Company and the subsidiaries and among the
subsidiaries for working capital purposes and during the ordinary course of business."
Please revise your cover page to quantify these transfers. Provide cross-references to
your consolidated financial statements.
Prospectus Summary, page 3
2.Please revise to include a diagram of your current corporate structure, identifying the
person or entity that owns the equity in each depicted entity.

January 7, 2025
Page 2
3.Please revise to include summary risk factor disclosure. In your summary of risk
factors, disclose the risks that your corporate structure and being based in or having
the majority of the company’s operations in China poses to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or
may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless.
Risk Factors, page 13
4.Please revise to discuss the risks to investors from any limitations on the ability of
your subsidiaries to pay dividends, including Hong Kong and PRC regulations
regarding the payment of dividends by the subsidiaries to Northann or any tax
implications of making dividend payments to Northann, and the impact that such
regulations and/or restrictions might have on Northann's ability to pay its expenses or
pay dividends to holders of its common stock. Please also revise to discuss, either in
the risk factors or elsewhere in your registration statement, the risk to investors
from PRC regulation of parent/subsidiary loans and direct investment by offshore
holding companies to PRC entities.
The PRC government exerts substantial influence over the manner in which our PRC
subsidiaries conduct their business activities..., page 14
5.Please revise this risk factor to clearly disclose that the PRC government may
intervene or influence your operations at any time and may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your PRC subsidiaries’ operations, significantly
limit or completely hinder your ability to offer or continue to offer securities to
investors, and cause the value of your securities to significantly decline or become
worthless.
If we and/or our subsidiaries were to be required to obtain any permission or approval from
or complete any filing procedure with the..., page 15
6.Please revise this risk factor to clearly disclose that any failure to obtain or a delay in
obtaining the necessary permissions from or completing the necessary filing
procedures with the PRC governmental authorities to conduct offerings outside of
Hong Kong or mainland China may result in the value of your common stock
significantly declining or becoming worthless.

January 7, 2025
Page 3
Acquisitions and Private Placements, page 26
7.We note your disclosure describing the acquisitions of Cedar Modern Living and
Raleigh Industries Limited. Please provide us with your significance assessment for
the businesses acquired and your analysis of whether you are required to file financial
statements and pro forma information required by Articles 8-04 and 11 of Regulation
S-X, respectively.
Exhibits
8.We note various references to the opinion of your PRC counsel, Grandall Law
Firm, throughout the registration statement. For example, we note your disclosure on
the cover page that, "as advised by [y]our PRC counsel, Grandall Law Firm, other
than those permissions or approvals required for a domestic company in China to
engage in the businesses similar to [y]ours, [you] are not subject to cybersecurity
review with the Cyberspace Administration of China, or the 'CAC,' under the
Cybersecurity Review Measures that became effective on February 15, 2022." Please
revise to file the opinion and consent of Grandall Law Firm.
General
9.Please revise to include a separate section that discloses the information required by
Item 101(g) of Regulation S-K, and discuss the risks to investors stemming from the
assets of your PRC operations being located in the PRC.
10.We note your disclosure on page 32 that "[t]he Selling Stockholders . . . may sell all
or a portion of the shares of common stock held by them and offered hereby from time
to time directly or through one or more underwriters, broker-dealers or agents." Please
confirm your understanding that the retention by a selling stockholder of an
underwriter would constitute a material change to your plan of distribution requiring a
post-effective amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
            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. Please contact Juan Grana at 202-551-6034 or Katherine Bagley at
202-551-2545 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Henry Yin, Esq.