Correspondence 0001575872-25-000098 from Northann Corp. (NCL)
Northann Corp.
Date: Jan. 28, 2025 · CIK: 0001923780 · Accession: 0001575872-25-000098
AI Filing Summary & Sentiment
File numbers found in text: 333-284033
Referenced dates: January 27, 2025
Letter
Via EDGAR Re: Northann Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed January 14, 2025 File No 333-284033
Dear Mr. Grana and Ms. Bagley:
On behalf of our client, Northann Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated January 27, 2025 (the “Staff’s Letter”) regarding the Company’s Amendment No. 1 to Registration Statement on Form S-1 (the “Amendment No. 1”). Contemporaneously, we are filing an Amendment No. 2 to the S-1 via EDGAR (the “Amendment No. 2”).
In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Amendment No. 1 to Registration Statement on Form S-1 filed January 14, 2025
Cover Page
1. We note your response to comment 1. Please revise to include cross-references to your consolidated financial statements.
Response: The Company respectively refers the Staff to page F-7 of the notes to consolidated financial statements, under basis of presentation, inter-company balances and transactions have been eliminated in consolidation. The Company has not further quantified, disclosed or subtotaled payments between the Company and its subsidiaries. Cash flows of the Company are found individually on page F-25 under Note 19 - Unrestricted Net Assets.
Prospectus Summary, page 3
2. We note your response to comment 3. Please revise to include cross-references to the more detailed discussion of these risks in the prospectus.
Response: In response to the Staff’s comment, the Company revised the summary of risk factors to include cross-references to the more detailed discussion of these risks in the prospectus.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
Juan Grana and Katherine Bagley
January 28, 2025
Page 2
General
3. In an appropriate place in your filing, please update your executive compensation disclosure for the fiscal year ended 2024. In this regard, December 31, 2024 appears to be your last completed fiscal year. Refer to Item 402 of Regulation S-K and Question 117.05 of the Regulation S-K Compliance & Disclosure Interpretations, available on our public website.
Response: In response to the Staff’s comment, the Company updated its executive compensation disclosure for the fiscal year ended 2024.
Please call me at (212) 407-4000 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Xiaoqin ("Sherry") Li
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filename1.htm
Xiaoqin ("Sherry") Li
Senior Counsel
345 Park Avenue
New York, NY 10154
Direct 212.407.4939
Main 212.407.4000
Fax 212.407.4990
xli@loeb.com
Via EDGAR
January 28, 2025
Juan Grana and Katherine Bagley
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
Northann Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 14, 2025
File No 333-284033
Dear Mr. Grana and Ms. Bagley:
On behalf of our client, Northann Corp. (the “Company”),
we hereby provide a response to the comments issued in a letter dated January 27, 2025 (the “Staff’s Letter”) regarding
the Company’s Amendment No. 1 to Registration Statement on Form S-1 (the “Amendment No. 1”). Contemporaneously, we are
filing an Amendment No. 2 to the S-1 via EDGAR (the “Amendment No. 2”).
In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of the Amended Registration Statement, we have responded, on behalf
of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below
respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Amendment No. 1 to Registration Statement on Form S-1 filed January
14, 2025
Cover Page
1. We
note your response to comment 1. Please revise to include cross-references to your consolidated financial statements.
Response: The Company respectively
refers the Staff to page F-7 of the notes to consolidated financial statements, under basis of presentation, inter-company balances and
transactions have been eliminated in consolidation. The Company has not further quantified, disclosed or subtotaled payments between the
Company and its subsidiaries. Cash flows of the Company are found individually on page F-25 under Note 19 - Unrestricted Net Assets.
Prospectus Summary, page 3
2. We
note your response to comment 3. Please revise to include cross-references to the more detailed discussion of these risks in the prospectus.
Response: In response to the
Staff’s comment, the Company revised the summary of risk factors to include cross-references to the more detailed discussion of
these risks in the prospectus.
Los Angeles New
York Chicago Nashville Washington, DC San
Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability
partnership including professional corporations. For Hong Kong office, a limited liability partnership.
Juan Grana and Katherine Bagley
January 28, 2025
Page 2
General
3. In
an appropriate place in your filing, please update your executive compensation disclosure for the fiscal year ended 2024. In this regard,
December 31, 2024 appears to be your last completed fiscal year. Refer to Item 402 of Regulation S-K and Question 117.05 of the Regulation
S-K Compliance & Disclosure Interpretations, available on our public website.
Response: In response to the
Staff’s comment, the Company updated its executive compensation disclosure for the fiscal year ended 2024.
Please call me at (212) 407-4000 if you would
like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Xiaoqin ("Sherry") Li
Xiaoqin ("Sherry") Li
Senior Counsel