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1、2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm1/189S-1 1 or011_s1.htm FORM S-1 As filed with the U.S.Securities and Exchange Commission on July 14,2023.Registration No.UNITED
2、STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Northann Corp.(Exact Name of Registrant as Specified in its Charter)Nevada 3089 88-1513509(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard Industri
3、alClassification Code No.)(I.R.S.EmployerIdentification No.)c/o Northann Distribution Center Inc.9820 Dino Drive,Suite 110Elk Grove,CA 95624T:(916)573 3803(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offices)Vcorp Services.LLC701 S.Carson St
4、reet,Suite 200Carson City,NV 89701(Name,Address,Including Zip Code,and Telephone Number,Including Area Code,of Agent for Service)Copies to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FLNew York,NY 10017T:212-588-0022Ying Li,Esq.Guillaume de Sampigny,Esq.H
5、unter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNew York,NY 10022T:212-530-2210 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this RegistrationStatement.If any of the securities being registered on this Form are to be offere
6、d on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933,please check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the followingbox and list the Securities Act reg
7、istration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the SecuritiesAct registration statement number of the earlier effective
8、registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.Indicat
9、e by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule
10、 12b-2 under the Securities Exchange Act of 1934:Large accelerated filerAccelerated filer Non-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complyingw
11、ith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm2/189 The regi
12、strant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective inaccordance with Section 8(a)of the S
13、ecurities Act or until the registration statement shall become effective on such date as theSecurities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/e
14、dgar/data/1923780/0001155/or011_s1.htm3/189 The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until theregistration statement filed with the U.S.Securities and Exchange Commission is effective.This preliminary prospectus is
15、not an offerto sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED JULY 14,2023 Northann Corp.3,000,000 Shares of Common Stock This is the initial public offering,
16、or the“offering,”of 3,000,000 shares of common stock,par value US$0.001 per share,of Northann Corp.,aNevada corporation(the“Company”),on a firm commitment basis.We expect that the initial public offering price will be between US$3.00 and US$5.00 per share.Prior to this offering,there has been no pub
17、licmarket for our common stock.We intend to list our common stock on the NYSE American under the symbol“NCL”.However,there is noassurance that the offering will close and that our common stock will be trading on the NYSE American.The closing of this offering isconditioned upon NYSE Americans final a
18、pproval of our listing application,and there is no guarantee or assurance that our common stock willbe approved for listing on NYSE American.The Company is authorized to issue 500,000,000 shares of capital stock,consisting of 400,000,000 shares of common stock,par valueUS$0.001 per share,and 100,000
19、,000 shares of preferred stock,par value US$0.001 per share.20,000,000 shares were designated to be series Apreferred stock(the“Series A Preferred Stock”)out of the 100,000,000 shares of blank check preferred stock.Each share of common stock isentitled to one vote and each share of Series A Preferre
20、d Stock is entitled to ten votes on any matter on which action of the stockholders of thecorporation is sought.The Series A Preferred Stock will vote together with the common stock.Common stock and Series A Preferred Stock arenot convertible into each other.Holders of Series A Preferred Stock are no
21、t entitled to receive dividends.Unless otherwise indicated,all information in this prospectus reflects a 2-for-1 reverse split of our issued and outstanding shares of commonstock and Series A Preferred Stock,effected on July 5,2023.Upon the completion of this offering,the Company will have 23,000,00
22、0 shares ofcommon stock outstanding if the underwriters do not exercise their over-allotment option at an assumed offering price of$4.00 per share,themidpoint of the price range of the coverpage of the prospecus,or 23,450,000 shares of common stock outstanding if the underwriters exercisetheir over-
23、allotment option,and 5,000,000 shares of Series A Preferred Stock,issued and outstanding,not including common stock issuableupon the exercise of outstanding warrants or the warrants to be issued to the underwriters in this offering and the warrants issued in the privateplacement closed on May 16,202
24、2(see“Underwriting Underwriters Warrants”and“Description of Capital Stock Convertible Notes andWarrants”).Our founder,Lin Li,will beneficially own 14,430,000 shares of common stock and 5,000,000 shares of Series A Preferred Stock,representing 88.26%of the total voting power of our issued and outstan
25、ding share capital immediately following the completing of this offeringassuming the underwriters do not exercise their over-allotment option,or 87.72%of our total voting power if the underwriters exercise theirover-allotment option in full.As such,we will be deemed a“controlled company”under NYSE A
26、merican Company Guide Section 801(a).However,even if we are deemed as a“controlled company,”we do not intend to avail ourselves of the corporate governance exemptionsafforded to a“controlled company”under the NYSE American Company Guide.See“Prospectus Summary Implications of Being a Controlled Compa
27、ny”on page 14.The Company qualifies as an“emerging growth company”and“smaller reporting company”and will be subject to reduced public companyreporting requirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company”and“Prospectus SummaryImplications of Being a Smaller Reporting C
28、ompany”on page 13.2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm4/189 Investing in our common stock involves significant risks.The risks could result in a material change in t
29、he value of the securities we areregistering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.See“Risk Factors”beginning on page 16 to read about factors you should consider before buying our common stock.The shares of commo
30、n stock offered in this prospectus are shares of Northann Corp.,the Nevada holding company,which has no materialoperations of its own and conducts substantially all of its operations through its operating entities in the United States,Hong Kong and China.For a description of our corporate structure,
31、see“Corporate History and Structure”beginning on page 52.Our corporate structure involvesunique risks to investors.See“Risk Factors Risks Related to Our Corporate Structure”.In addition,as most of our products are manufactured through our subsidiary,Northann(Changzhou)Construction Products Co.,Ltd.,
32、in China,we are subject to certain legal and operational risks associated with having operations in China.The Chinese government may exercisesignificant oversight and discretion over the conduct of our PRC subsidiaries business and may intervene in or influence our operations at anytime,which could
33、result in a material change in our operations and/or the value of our common stock,and could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors,or cause such securities to significantly decline in value orbecome worthless.As of the date of this
34、prospectus,our PRC subsidiaries are not operating in an industry that prohibits or limits foreigninvestment.In addition,as advised by our PRC counsel,Grandall Law Firm,other than those permissions or approvals required for a domestic company inChina to engage in the businesses similar to ours,we are
35、 not subject to cybersecurity review with the Cyberspace Administration of China,orthe“CAC,”under the Cybersecurity Review Measures that became effective on February 15,2022,since we currently do not have over onemillion users personal information and do not anticipate that we will be collecting ove
36、r one million users personal information in theforeseeable future,which we understand might otherwise subject us to the Cybersecurity Review Measures;we are also not subject to networkdata security review by the CAC if the Draft Regulations on the Network Data Security Administration(Draft for Comme
37、nts)(the“SecurityAdministration Draft”)are enacted as proposed,since we currently do not have over one million users personal information and do not collectdata that affects or may affect national security and we do not anticipate that we will be collecting over one million users personal informatio
38、nor data that affects or may affect national security in the foreseeable future,which we understand might otherwise subject us to the SecurityAdministration Draft.On February 17,2023,the China Securities Regulatory Commission,or the“CSRC,”released the Trial Administrative Measures of OverseasSecurit
39、ies Offering and Listing by Domestic Companies,or the“Trial Measures”,and five supporting guidelines,which came into effect onMarch 31,2023.Pursuant to the Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filing procedur
40、e and report relevant information to the CSRC.As of the date of this prospectus,we have not received anyinquiry,notice,warning,sanction,or any regulatory objection to this offering from the CSRC,the CAC,or any other PRC authorities that havejurisdiction over our operations.According to Article 34 of
41、 the Trial Measures,domestic enterprises refer to enterprises registered and formed inthe territory of the Peoples Republic of China,including domestic companies limited by shares directly conducting overseas offering andlisting and domestic operating entities of entities indirectly conducting overs
42、eas offering and listing.In addition,according to Article 2 of theTrial Measures,the“direct overseas offering and listing of domestic enterprises”refers to the overseas offering and listing of companies limitedby shares registered and established in China.As advised by our PRC counsel,Beijing Gaopen
43、g(Nanjing)Law Firm,because the Company isnot a company registered and formed in the territory of China,its listing on NYSE American is not“direct overseas offering and listing ofdomestic enterprises”as defined under the Trial Measures.Furthermore,according to Article 2 of the Trial Measures,the“indi
44、rect overseasoffering and listing of domestic enterprises”refers to the overseas offering and listing of enterprises whose main business activities are in China,in the name of enterprises registered overseas,which offering and listing are based on the equity,assets,income or other similar rights and
45、interests of the domestic enterprises.According to Article 15 of the Trial Measures,if an issuer meets both of the following conditions,it shallbe deemed as a domestic enterprise conducting indirect offshore issuance and listing:(1)The proportion of a domestic enterprises operatingincome,total profi
46、t,total assets or net assets for the most recent accounting year,to the relevant data in the issuers audited consolidatedfinancial statements for the same period,is more than 50%;(2)The issuers main business activities are conducted within China or its mainpremises are located in China,or the majori
47、ty of its senior management personnel are Chinese citizens or reside in China on a regular basis.Asfurther advised by our PRC counsel,Beijing Gaopeng(Nanjing)Law Firm,the Company does not meet both the requirements under Article 15of the Trial Measures and therefore its listing on NYSE American is n
48、ot an“Indirect overseas offering and listing of domestic enterprises”,considering that(i)the operating income and total profit of the Companys subsidiaries that were established in China for the year endedDecember 31,2022 do not account for more than 50%of the operating income and total profit in ou
49、r consolidated financial statements for thesame period,(ii)our main business is not conducted within China,and(iii)the majority of our senior management personnel are not Chinesecitizens or reside in China on a regular basis.Therefore,as concluded by our PRC counsel,Beijing Gaopeng(Nanjing)Law Firm,
50、we are notrequired to complete the record filing requirement under the Trial Measures.If we inadvertently conclude that such filing procedures are notrequired,or applicable laws,regulations,or interpretations change such that we are required to complete the filing procedures in the future,wemay be s
51、ubject to investigations by the regulators,fines or penalties,ordered to suspend our relevant operations and rectify any non-compliance,prohibited from engaging in relevant business or conducting any offering,and these risks could result in a material adverse changein our operations and/or the value
52、 of our common stock,and could significantly limit or completely hinder our ability to offer or continue tooffer securities to investors,or cause such securities to significantly decline in value or become worthless.See“Risk Factors Risks Related toDoing Business in China”.2023/7/18 09:06https:/www.
53、sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm5/189 In addition,since 2021,the Chinese government has strengthened its anti-monopoly supervision,mainly in three aspects:(1)establishing theNational Anti
54、-Monopoly Bureau;(2)revising and promulgating anti-monopoly laws and regulations,including:the Anti-Monopoly Law(draftAmendment published on October 23,2021,revised in 2022 for public comments),the anti-monopoly guidelines for various industries,and thedetailed Rules for the Implementation of the Fa
55、ir Competition Review System;and(3)expanding the anti-monopoly law enforcement targetingInternet companies and large enterprises.As of the date of this prospectus,the Chinese governments recent statements and regulatory actionsrelated to anti-monopoly concerns have not impacted our ability to conduc
56、t business,accept foreign investments,or list on a U.S.or otherforeign exchange because neither the Company nor its PRC operating entities engage in monopolistic behaviors that are subject to thesestatements or regulatory actions.Our common stock may be prohibited from trading on a national exchange
57、 or over-the-counter under the Holding Foreign CompaniesAccountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect ourauditors for three consecutive years beginning in 2021.Pursuant to HFCA Act,the PCAOB issued a Determination Report
58、 on December 16,2021 which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in:(1)Mainland China because of a position taken by one or more authorities in Mainland China;and(2)Hong Kong,a Special AdministrativeRegion and dependency
59、 of the PRC,because of a position taken by one or more authorities in Hong Kong.In addition,the PCAOBs reportidentified the specific registered public accounting firms which were subject to these determinations.On June 22,2021,the U.S.Senate passedthe Accelerating Holding Foreign Companies Accountab
60、le Act and on December 29,2022,a legislation entitled“Consolidated AppropriationsAct,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among other things,an identicalprovision to the Accelerating Holding Foreign Companies Accountable Act and amended th
61、e HFCA Act by requiring the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years insteadof three,thus reducing the time period for triggering the prohibition on trading.On August 26,2022,the PCAOB an
62、nounced that it had signed aStatement of Protocol(the“Statement of Protocol”)with the CSRC and the Ministry of Finance of China.The terms of the Statement ofProtocol would grant the PCAOB complete access to audit work papers and other information so that it may inspect and investigate PCAOB-register
63、ed accounting firms headquartered in China and Hong Kong.On December 15,2022,the PCAOB announced that it was able to securecomplete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kongcompletely in 2022.The PCAOB Board vacated its p
64、revious 2021 determinations that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainland China and Hong Kong.Our auditor,WWC,P.C.,is headquartered inMateo,CA and has been inspected by the PCAOB on a regular basis.WWC,P.C.,is not headquart
65、ered in Mainland China or Hong Kong.Notwithstanding the foregoing,if the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time,trading in ourcommon stock will be prohibited under the HFCA Act,the Consolidated Appropriations Act,and NYSE American may determine t
66、o delist ourcommon stock.See“Risk FactorsRisks Related to Doing Business in ChinaOur common stock may be prohibited from being traded on anational exchange under the Holding Foreign Companies Accountable Act(the“HFCA Act”)and the Consolidated Appropriations Act,2023,ifthe Public Company Accounting O
67、versight Board(the“PCAOB”)is unable to inspect our auditors for two consecutive years beginning in 2021.The delisting of our common stock,or the threat of their being delisted,may materially and adversely affect the value of your investment”onpage 29.As a holding company,the Company may rely on divi
68、dends and other distributions on equity paid by its subsidiaries for cash and financingrequirements.If any of the subsidiaries incurs debt on its own behalf in the future,the instruments governing such debt may restrict their abilityto pay dividends to the Company.As of the date of this prospectus,n
69、one of the subsidiaries has made any dividends or other distributions to theCompany.In the future,cash proceeds raised by the Company from financing activities,including this offering,may be transferred to thesubsidiaries in the United States,Mainland China and Hong Kong via capital contribution or
70、shareholder loans,as the case may be.As of thedate of this prospectus,the Company has not made any dividend or distributions to U.S.investors.The Company has no present plans to declaredividends and plans to retain our earnings to continue to grow its business.See“Risk FactorsRisks Related to Our Co
71、rporate StructureNorthann Corp.is a holding company and will rely on dividends paid by its subsidiaries for its cash needs.Any limitation on the ability of itssubsidiaries to make dividend payments to the Company,or any tax implications of making dividend payments to the Company,could limit theCompa
72、nys ability to pay its expenses or pay dividends to holders of its common stock.”2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm6/189 As of the date of this prospectus,there we
73、re no cash flows between the Company and the subsidiaries.Funds and assets were transferred amongthe subsidiaries for working capital purposes and during the ordinary course of business.The transfers of funds among subsidiaries are subjectto the Provisions of the Supreme Peoples Court on Several Iss
74、ues Concerning the Application of Law in the Trial of Private Lending Cases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented on August 20,2020 to regulate the financing activitiesbetween natural persons,legal persons and unincorporated organizations.As advised by our PRC
75、 counsel,Grandall Law Firm,the Provisions onPrivate Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiarys operations.We have not beennotified of any other restriction which could limit our PRC subsidiaries ability to transfer cash between subsidiaries.I
76、n addition,managementmonitors the cash position of each entity within our organization regularly and prepare budgets on a monthly basis to ensure each entity has thenecessary funds to fulfill its obligation for the foreseeable future and to ensure adequate liquidity.In the event that there is a need
77、 for cash or apotential liquidity issue,it will be reported to the Chief Executive Officer and,subject to approval by the board of directors,we will enter intoan intercompany loan for the subsidiary.Per Share Total Without of Over-AllotmentOption TotalWith FullExercise of theOver-Allotment Option In
78、itial public offering price(1)US$4.00 US$12,000,000 US$13,800,000 Underwriting discounts(7.5%)(2)US$0.30 US$900,000 US$1,035,000 Proceeds to us,before expenses(3)US$3.70 US$11,100,000 US$12,765,000 (1)Assuming the public offering price is US$4.00,the midpoint of the price range set forth on the cove
79、r page of this prospectus.(2)We have agreed to pay the underwriters a fee equal to 7.5%of the gross proceeds of the offering.See“Underwriting”for additionaldisclosure regarding underwriting compensation payable by us.(3)The total estimated expenses related to this offering are set forth in the secti
80、on entitled“Underwriting-Discounts and Expenses”.We have granted the underwriters an option,exercisable for 45 days from the closing date of this offering,to purchase up to an additional fifteenpercent(15%)of the shares of common stock offered in this offering on the same terms to cover over-allotme
81、nts.The underwriters are selling the shares of common stock in this offering on a firm-commitment basis.The underwriters expect to deliver the common stock against payment in U.S.dollars to purchasers on or about ,2023.Neither the U.S.Securities and Exchange Commission nor any state securities commi
82、ssion has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.Craft Capital Management LLC The date of this prospectus is ,2023.2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/000
83、1155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm7/189 TABLE OF CONTENTS PageProspectus Summary3Risk Factors17Cautionary Note Regarding Forward-Looking Statements37Enforceability of Civil Liabilities38Use of Proceeds39Dividend Policy40Capitali
84、zation41Dilution42Managements Discussion and Analysis of Financial Condition and Results of Operations44Industry55Corporate History and Structure58Business61Management83Executive Compensation87Related Party Transactions90Principal Stockholders91Description of Capital Stock92Shares Eligible for Futur
85、e Sale95Underwriting101Legal Matters108Experts108Where You Can Find Additional Information108Index to Financial StatementsF-1 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm8/1
86、89 About this Prospectus You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the U.S.Securitiesand Exchange Commission.We and the underwriters have not authorized anyone to provide you with additional information or informationd
87、ifferent from that contained in this prospectus.We take no responsibility for,and can provide no assurance as to the reliability of,any otherinformation that others may give you.We are offering to sell,and seeking offers to buy,our common stock only in jurisdictions where offersand sales are permitt
88、ed.The information contained in this prospectus is accurate only as of the date of this prospectus,regardless of the time ofdelivery of this prospectus or any sale of shares of our common stock.Our business,financial condition,results of operations and prospects mayhave changed since that date.This
89、prospectus includes statistical and other industry and market data that we obtained from industry publications and research,surveys andstudies conducted by third parties.Industry publications and third-party research,surveys and studies generally indicate that their informationhas been obtained from
90、 sources we believe to be reliable,although we do not guarantee the accuracy or completeness of such information.While we believe these industry publications and third-party research,surveys and studies are reliable,you are cautioned not to give undueweight to this information.1 2023/7/18 09:06https
91、:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm9/189 Conventions that Apply to this Prospectus Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“Benchw
92、ick”are to Benchwich Construction Products Co.,Limited,a company established in the special administrative regions ofHong Kong on March 21,2014 and a wholly-owned subsidiary of the Company;“China”or the“PRC”are to the Peoples Republic of China;“Company”are to Northann Corp.a Nevada corporation incor
93、porated on March 29,2022;“Crazy Industry”are to Crazy Industry(Changzhou)Industry Technology Co.,Ltd.,a company established in the PRC on September 4,2018 and a wholly-owned subsidiary of Benchwick;“Dotfloor”are to Dotfloor,Inc.,a corporation incorporated in California on June 26,2020 and a wholly-o
94、wned subsidiary of NDC;“HKD”are to the official currency of Hong Kong;“Marco”are to Changzhou Marco Merit International Trading Co.,Ltd.,a company established in the PRC on April 23,2014 and a 51%-owned subsidiary of Benchwick;“NBS”are to Northann Building Solutions LLC.,a limited liability company
95、formed in Delaware on August 15,2013 and a wholly-ownedsubsidiary of the Company;“NCP”are to Northann(Changzhou)Construction Products Co.,Ltd.,a company established in the PRC on December 4,2013 and awholly-owned subsidiary of the Company;“NDC”are to Northann Distribution Center Inc,a corporation in
96、corporated in California on February 10,2016 and a wholly-ownedsubsidiary of NBS;“Ringold”are to Changzhou Ringold International Trading Co.,Ltd.,a company established in the PRC on September 28,2017 and awholly-owned subsidiary of Benchwick;“RMB”or“Chinese Yuan”are to the legal currency of China;“U
97、.S.dollars,”“dollars,”“USD,”“US$”or“$”are to the legal currency of the United States;“we”,“us”,“our”are to Northann Corp.and its subsidiaries;2 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/00011
98、55/or011_s1.htm10/189 PROSPECTUS SUMMARY This summary only highlights selected information contained in greater detail elsewhere in this prospectus.This summary may not contain allof the information that you should consider before investing in our common stock.You should carefully read the entire pr
99、ospectus,including“Risk Factors”beginning on Page 16,and the financial statements,before making an investment decision Unless otherwise indicated,all information in this prospectus reflects a 2-for-1 reverse split of our issued and outstanding shares of commonstock and Series A Preferred Stock,effec
100、ted on July 5,2023.Our Business We bring additive manufacturing,commonly known as 3D printing,and the volume production of innovative building solutions,to your homeor business.Our robust portfolio of manufacturing solutions relies upon the use of ink,coating,resin,sound padding,glue and other rawma
101、terials to create a wide variety of flooring,decking and other products for customers throughout North America(mainly the United Statesand Canada),Europe and other regions under the brand name“Benchwick.”We believe that additive manufacturing is one of the most excitingand eco-friendly technologies
102、in the market today.Previously,the U.S.Department of Energy estimated that,compared to traditionalmanufacturing,additive manufacturing might slash waste and materials cost by nearly 90%and cut manufacturing energy use by half.1 As of2019,the additive manufacturing industry was valued at over$14 bill
103、ion and was expected to grow to$23 billion this year.2 Innovation has always been our core value.Our commitment to new approaches in designing and manufacturing drives us to create new waysto improve how our core customers live and work.Crazy Industry invests substantial resources in research and pr
104、oduct development and iscommitted to rapidly building new products and customizable and functional solutions to delight our customers.Crazy Industrys productdevelopment team is committed to product design and development,and they focus their efforts on enhancing function,use,performance andflexibili
105、ty of our products.As of the date of this prospectus,our subsidiaries,NBS,NCP and Crazy Industry,own a portfolio of over 60 grantedor pending patents.The products reflect the evolving needs of our core customers home and business needs.We strive to make the productscustomizable,functional and afford
106、able.Presently,NCP manufactures four proprietary solutions in vinyl flooring using innovative 3D printingtechnology:Infinite Glass,DSE,TruBevel and MattMaster.Each solution offers distinct functionalities and aesthetic finishes.Our revenue mainly consists of wholesale and retail of the vinyl floorin
107、g products,which are primarily marketed and sold in the United Statesand Canada.During the fiscal years ended December 31,2022,2021 and 2020,99.52%,100%and 99.92%of our revenue came from vinylflooring products and other decorative panels.During the three months ended March 31,2023,100%of our revenue
108、 came from vinyl flooringproducts and other decorative panels.NBS has also licensed some of its patents to other manufacturers with the goal to promote the technologies covered by those patents in theflooring industry.We believe that a wider market acceptance of 3D printed flooring will help establi
109、sh the“Benchwick”brand further and topenetrate the markets and encourages innovation and changes to an already developed and static industry.During the fiscal years endedDecember 31,2022 and 2021,0.48%and 0.08%of our revenue came from patent licensing.We did not have revenue from patent licensingdur
110、ing the fiscal year ended December 31,2020 or the three months ended March 31,2023.We serve customers in North America(mainly the United States and Canada),Europe and other regions.During the fiscal year ended December31,2022,85.50%of our revenue came from customers in the United States and 12.95%ca
111、me from customers in Canada.During the fiscal yearended December 31,2021,91.53%of our revenue came from customers in the United States and 7.55%came from customers in Canada.During the fiscal year ended December 31,2020,69.65%of our revenue came from customers in the United States and 22.03%came fro
112、mcustomers in Canada.During the three months ended March 31,2023,99.09%of our revenue came from customers in the United States.Duringthe three months ended March 31,2023 and the fiscal years ended December 31,2022,2021 and 2020,0.91%,0.49%,0.84%and 8.32%of ourrevenue came from customers in Europe an
113、d less than 1%of the revenue came from customers in other regions.Corporate History and Structure We commenced operations in August 2013 with the establishment of NBS in Delaware.In December 2013,NCP was established in China.Most of our products are manufactured through NCP.3 2023/7/18 09:06https:/w
114、ww.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm11/189 In March 2014,Benchwick was established in Hong Kong.All of our wholesale and distribution operations are conducted through Benchwick.In April 20
115、14,Marco was established in China.All the import/export of our products are conducted through Marco.In February 2016,NDC was established in California.NDC is a distribution center in the United States and maintains a small inventory forretail sales.In September 2017,Ringold was established in China.
116、All of the raw materials are procured from third parties through Ringold.In September 2018,Crazy Industry was established in China.Crazy Industry is the research and development hub.1 Additive Manufacturing Building the Future Spotlight(energy.gov),by U.S.Department of Energy,Office of Technology Tr
117、ansitions,originalpublished in April 2019 and updated in July 2019,https:/www.energy.gov/sites/default/files/2019/07/f64/2019-OTT-Additive-Manufacturing-Spotlight_0.pdf.2 Additive Manufacturing Building the Future Spotlight(energy.gov),by U.S.Department of Energy,Office of Technology Transitions,ori
118、ginal published in April 2019 and updated in July 2019,4 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm12/189 In June 2020,Dotfloor was established in California.Dotfloor oper
119、ates ,our online store that offers our vinyl flooring products toretail customers in the United States.In March 2022,Northann,our current ultimate holding company,was incorporated in Nevada as part of the restructuring transactions incontemplation of our initial public offering.In connection with it
120、s incorporation,in April 2022,we completed a share swap transaction andissued common stock and Series A Preferred Stock of Northann to the then existing stockholders of NBS,based on their then respective equityinterests held in NBS.NBS then became our wholly-owned subsidiary.The following diagram il
121、lustrates our current corporate structure and upon completion of this offering based on a proposed number of3,000,000 shares of common stock being offered,assuming no exercise of the over-allotment option.All percentages reflect the votingownership interests instead of the equity interests held by e
122、ach of our stockholders given that each holder of common stock is entitled to onevote per one share of common stock and each holder of Series A Preferred Stock is entitled to ten votes per one share of Series A PreferredStock.(1)Represents an aggregate of 14,430,000 shares of common stock and 5,000,
123、000 shares of Series A Preferred Stock held by Lin Li,as of thedate of this prospectus.(2)Represents an aggregate of 5,570,000 shares of common stock held by 12 stockholders,each holding less than 5%of the total issued andoutstanding common stock as of the date of this prospectus.Permissions and App
124、rovals As of the date of this prospectus,our PRC subsidiaries have received from PRC authorities all requisite licenses,permissions or approvalsneeded to engage in the businesses currently conducted in China,and no permission or approval has been denied.Our PRC subsidiaries are notoperating in an in
125、dustry that prohibits or limits foreign investment.In addition,as advised by our PRC counsel,Grandall Law Firm,other thanthose permissions or approvals required for a domestic company in China to engage in the businesses similar to ours,we are not required toobtain any permissions or approvals from
126、Chinese authorities,including the China Securities Regulatory Commission(CSRC),CyberspaceAdministration of China(CAC)or any other governmental agency that is required to operate the business of the PRC subsidiaries and to offerthe securities of Northann Corp.to any non-U.S.investors.Such requisite l
127、icenses,permissions and approvals include a business license,registration receipt of stationary pollution source discharge,registration of foreign trade operator,and a customs declaration corporateregistration certificate.5 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/000
128、1155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm13/189 The following table provides details on the licenses and permissions held by our PRC subsidiaries.Company License/Permission/Approval Issuing Authority ValidityCrazy Industry Business License Changz
129、hou Municipal Administration forMarket Regulation Long termCrazy Industry Registration Receipts of Stationary PollutionSource Discharge Ministry of Ecology and Environment ofthe Peoples Republic of China Until June 19,2025Marco Business License Changzhou Municipal Administration forMarket Regulation
130、 Until April 22,2034Marco Registration of Foreign Trade Operator Changzhou Bureau of Commerce Long termMarco Customs Declaration Corporate RegistrationCertificate Changzhou Customs Long termRingold Business License Changzhou Municipal Administration forMarket Regulation Until September 27,2037NCP Bu
131、siness License Changzhou Municipal Administration forMarket Regulation Until December 3,2043NCP Registration Receipts of Stationary PollutionSource Discharge Ministry of Ecology and Environment ofthe Peoples Republic of China Until April 6,2026 Business License The Business License of each PRC subsi
132、diary can be renewed and extended upon the timely filing of extension applications with the PRCgovernment authorities.Where there is a change in the details stated on a business licence,we shall complete change of registration formalitiesin accordance with the law and the company registration author
133、ities shall issue a new business licence.According to Article 46 ofAdministrative Regulation of the Peoples Republic of China on the Registration of Market Entities,Where any market entity fails to go throughthe formalities for registration of change in accordance with this Regulation,the registrati
134、on authority shall order it to make corrections;if itrefuses to do so,it shall be subject to a fine of more than RMB10,000 but less than RMB100,000 yuan;in case of serious circumstances,itsbusiness license shall be revoked.Registration Receipts of Stationary Pollution Source Discharges The pollutant
135、 discharge permit management information platform will automatically send a reminder to update the registration informationwhen the Registration Receipts of Stationary Pollution Source Discharge expires.Registration of Foreign Trade Operator On December 30,2022,the Foreign Trade Law of the Peoples R
136、epublic of China was amended so that as of December 30,2022,foreign tradeoperators engaged in the import and export of goods or technology do not need to complete record registration.Customs Declaration Corporate Registration Certificate The Customs Declaration Corporate Registration Certificate has
137、 a long-term effective period and does not need to be renewed.On February 17,2023,the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticCompanies,or the“Trial Measures”,and five supporting guidelines,which came into effect on March 31,2023.Pursuan
138、t to the Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filing procedure and reportrelevant information to the CSRC.As of the date of this prospectus,the Trail Measures have not come into effect and we have not receive
139、d anyinquiry,notice,warning,sanction,or any regulatory objection to this offering from the CSRC,the CAC,or any other PRC authorities that havejurisdiction over our operations.According to Article 34 of the Trial Measures,domestic enterprises refer to enterprises registered and formed inthe territory
140、 of the Peoples Republic of China,including domestic companies limited by shares directly conducting overseas offering andlisting and domestic operating entities of entities indirectly conducting overseas offering and listing.In addition,according to Article 2 of theTrial Measures,the“direct oversea
141、s offering and listing of domestic enterprises”refers to the overseas offering and listing of companies limitedby shares registered and established in China.As advised by our PRC counsel,Beijing Gaopeng(Nanjing)Law Firm,because the Company isnot a company registered and formed in the territory of Ch
142、ina,its listing on NYSE American is not“direct overseas offering and listing ofdomestic enterprises”as defined under the Trial Measures.Furthermore,according to Article 2 of the Trial Measures,the“indirect overseasoffering and listing of domestic enterprises”refers to the overseas offering and listi
143、ng of enterprises whose main business activities are in China,in the name of enterprises registered overseas,which offering and listing are based on the equity,assets,income or other similar rights andinterests of the domestic enterprises.According to Article 15 of the Trial Measures,if an issuer me
144、ets both of the following conditions,it shallbe deemed as a domestic enterprise conducting indirect offshore issuance and listing:(1)The proportion of a domestic enterprises operatingincome,total profit,total assets or net assets for the most recent accounting year,to the relevant data in the issuer
145、s audited consolidatedfinancial statements for the same period,is more than 50%;(2)The issuers main business activities are conducted within China or its mainpremises are located in China,or the majority of its senior management personnel are Chinese citizens or reside in China on a regular basis.As
146、further advised by our PRC counsel,Beijing Gaopeng(Nanjing)Law Firm,the Company does not meet both the requirements under Article 15of the Trial Measures and therefore its listing on NYSE American is not an“indirect overseas offering and listing of domestic enterprises”,considering that(i)the operat
147、ing income and total profit of the Companys subsidiaries that were established in China for the year endedDecember 31,2022 do not account for more than 50%of the operating income and total profit in our consolidated financial statements for thesame period,(ii)our main business is not conducted withi
148、n China,and(iii)the majority of our senior management personnel are not Chinesecitizens or reside in China on a regular basis.Therefore,as concluded by our PRC counsel,Beijing Gaopeng(Nanjing)Law Firm,we are not2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1
149、.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm14/189required to complete the record filing requirement under the Trial Measures.If we inadvertently conclude that such filing procedures are notrequired,or applicable laws,regulations,or interpretations change such t
150、hat we are required to complete the filing procedures in the future,wemay be subject to investigations by the regulators,fines or penalties,ordered to suspend our relevant operations and rectify any non-compliance,prohibited from engaging in relevant business or conducting any offering,and these ris
151、ks could result in a material adverse changein our operations,significantly limit or completely hinder our ability to offer or continue to offer securities to investors,or cause such securitiesto significantly decline in value or become worthless.See“Risk Factors Risks Related to Doing Business in C
152、hina Uncertainties in theinterpretation and enforcement of PRC laws and regulations and changes in policies,rules,and regulations in China,which may be quick withlittle advance notice,could limit the legal protection available to you and us.”“The PRC government exerts substantial influence over them
153、anner in which our PRC subsidiaries conduct their business activities.The PRC government may also intervene or influence our operationsand this offering 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 m
154、aterial change in our operations,significantly limit or completely hinder our ability to offer or continue to offersecurities to investors and cause the value of our securities to significantly decline or become worthless.”and“The approval or filingrequirements of the China Securities Regulatory Com
155、mission(CSRC)may be required in connection with this offering under PRC law.”Dividends and Other Distributions The Company is a holding company and conducts substantially all of its business through its subsidiaries in the United States,Hong Kong andChina.The Company may rely on dividends to be paid
156、 by its subsidiaries to fund its cash and financing requirements,including the fundsnecessary to pay dividends and other cash distributions to its stockholders,to service any debt we may incur and to pay its operating expenses.If any of the subsidiaries incurs debt on its own behalf in the future,th
157、e instruments governing the debt may restrict its ability to pay dividendsor make other distributions to the Company.There are no restrictions in our Articles of Incorporation or Bylaws that prevent the Company from declaring dividends.The Nevada RevisedStatutes,however,prohibit the Company from dec
158、laring dividends where,after giving effect to the distribution of the dividends:the Company would not be able to pay its debts as they become due in the usual course of business;or 6 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archi
159、ves/edgar/data/1923780/0001155/or011_s1.htm15/189 the total assets of the Company would be less than the sum of the total liabilities of the Company plus the amount that would be neededto satisfy the rights of stockholders who have preferential rights superior to those receiving the distr
160、ibution,unless otherwise permittedunder our Articles of Incorporation.According to the Limited Liability Company Act of Delaware,in general,NBS may make a distribution to the Company to the extent,aftergiving effect to the distribution,all liabilities of NBS,other than liabilities to the Company on
161、account of the Companys membership interestsin NBS,do not exceed the fair value of the assets of NBS.According to the California General Corporation Law,Dotfloor and NDC may make a distribution to their stockholders if the retained earningsof each of Dotfloor and NDC equal at least the amount of the
162、 proposed distribution.The California General Corporation Law also provides that,in the event that sufficient retained earnings are not available for the proposed distribution,a corporation may nevertheless make a distributionto its stockholders if it meets two conditions,which generally stated are
163、as follows:(i)the corporations assets equal at least 1 and 1/4 times itsliabilities,and(ii)the corporations current assets equal at least its current liabilities or,if the average of the corporations earnings before taxeson income and before interest expenses for the two preceding fiscal years was l
164、ess than the average of the corporations interest expenses forsuch fiscal years,then the corporations current assets must equal at least 1 and 1/4 times its current liabilities.Benchwick,our Hong Kong subsidiary,is permitted,under the laws of Hong Kong,to provide funding to the Company through divid
165、endsdistribution out of its profits.Under the current practices of the Hong Kong Inland Revenue Department,no tax is payable in Hong Kong inrespect of dividends paid to the Company as a Nevada corporation.According to the PRC Company Law and Foreign Investment Law,each of Crazy Industry,Marco,Ringol
166、d and NCP,as a foreign investedenterprise,or FIE,is required to draw 10%of its after-tax profits each year,if any,to fund a common reserve,which may stop drawing its after-tax profits if the aggregate balance of the common reserve has already accounted for over 50%of its registered capital.These res
167、erves are notdistributable as cash dividends.Furthermore,under the EIT Law,which became effective in January 2008,the maximum tax rate for thewithholding tax imposed on dividends payments from PRC foreign invested companies to their overseas investors that are not regarded as“resident”for tax purpos
168、es is 20%.The rate was reduced to 10%under the Implementing Regulations for the EIT Law issued by the StateCouncil.However,a lower withholding tax rate might be applied if there is a tax treaty between China and the jurisdiction of the foreignholding companies.Under the Arrangement between Mainland
169、China and the Hong Kong Special Administrative Region for the Avoidance ofDouble Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income,where a Hong Kong resident enterprise,which isconsidered a non-PRC tax resident enterprise,directly holds at least 25%of the equity interests
170、 in a PRC enterprise,the withholding tax rate inrespect to the payment of dividends by such PRC enterprise to such Hong Kong resident enterprise is reduced to 5%from a standard rate of10%,subject to approval of the PRC local tax authority.Accordingly,Benchwick,our Hong Kong subsidiary,is able to enj
171、oy the 5%withholding tax rate for the dividends it receives from its PRC subsidiaries,Crazy Industry,Ringold and Marco if Benchwick satisfies theconditions prescribed in relevant tax rules and regulations and obtain the approvals as required.However,if Benchwick is considered to be anon-beneficial o
172、wner for purposes of the tax arrangement,any dividends paid to it by its PRC subsidiaries directly would not qualify for thepreferential dividends withholding tax rate of 5%,but rather would be subject to a rate of 10%.Transfers of funds among the PRC subsidiaries,Crazy Industry,Marco,Ringold and NC
173、P,are subject to the Provisions of the Supreme PeoplesCourt on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases(2020 Revision,the“Provisions on PrivateLending Cases”),which was implemented on August 20,2020 to regulate the financing activities between natural pe
174、rsons,legal persons andunincorporated organizations.The Provisions on Private Lending Cases set forth that private lending contracts will be upheld as invalid underthe circumstance that(i)the lender swindles loans from financial institutions for relending;(ii)the lender relends the funds obtained by
175、 meansof a loan from another profit-making legal person,raising funds from its employees,illegally taking deposits from the public;(iii)the lenderwho has not obtained the lending qualification according to the law lends money to any unspecified object of the society for the purpose ofmaking profits;
176、(iv)the lender lends funds to a borrower when the lender knows or should have known that the borrower intended to use theborrowed funds for illegal or criminal purposes;(v)the lending is violations of public orders or good morals;or(vi)the lending is in violationsof mandatory provisions of laws or a
177、dministrative regulations.As advised by our PRC counsel,Grandall Law Firm,the Provisions on PrivateLending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiarys operations.We have not been notifiedof any other restriction which could limit our PRC subsidiaries
178、ability to transfer cash between subsidiaries.See“Regulation RegulationsRelating to Private Lending.”7 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm16/189 In addition,managem
179、ent monitors the cash position of each entity within our organization regularly and prepare budgets on a monthly basis toensure each entity has the necessary funds to fulfill its obligation for the foreseeable future and to ensure adequate liquidity.In the event thatthere is a need for cash or a pot
180、ential liquidity issue,it will be reported to the Chief Executive Officer and,subject to approval by the board ofdirectors,we will enter into an intercompany loan for the subsidiary.During the three months ended March 31,2023 and the fiscal years ended December 31,2022,2021 and 2020 and as of the da
181、te of thisprospectus,none of the subsidiaries has made any dividends or other distributions to the holding company.There were no cash flows betweenour holding company and the subsidiaries.Funds and assets were transferred among the subsidiaries for working capital purposes and duringthe ordinary cou
182、rse of business.In the future,cash proceeds raised by the Company from financing activities,including this offering,may betransferred to the subsidiaries in the United States,Mainland China and Hong Kong via capital contribution or shareholder loans,as the casemay be.As of the date of this prospectu
183、s,the Company had not made any no dividends or distributions to U.S.investors and the Company doesnot plan to make any dividends or distributions in the future.See“Dividend Policy”.Competitive Advantages We believe that the following competitive advantages contribute to our success and differentiate
184、 us from our competitors:Commitment to innovation,Limitless customization,Low labor and inventory costs,Rigorous quality control,Professionally recognized sustainable practices,Diversified market reach and Experienced management team.Growth Strategies We strive to improve our cost structure,provide
185、high quality services and products,expand our product range and increase our market share bypursuing the following strategies:Made in the United States Since the beginning of 2020,the COVID-19 pandemic has disrupted global supply chain and increased shipping costs.Because our primarymarkets are the
186、United States and Canada,we believe production in the United States will reduce our logistics costs and environmentalfootprint.In addition,we currently have a 25%tariff and a 6%import tax on products shipped from China to the United States.Manufacturingand selling in the United States will reduce co
187、sts on tariffs and import tax.We also plan to source more raw materials from suppliers in Europeor North America,where there is no or a low tariff and importtax.Our production is automated and has low labor cost.We believe having ourproducts made in the United States will improve our overall cost st
188、ructure and our brand recognition.The plan will involve the following steps:(1)find a potential location,(2)conduct title searches and due diligence for the purchase or lease of the facility,(3)apply for a mortgage(notapplicable if the facility is leased),(4)complete the purchase or lease,(5)start i
189、mprovements,if necessary,(6)purchase new equipment formanufacturing and pollution control,and(7)hire local labor to start operations.We are working on the first step and have engaged a broker tofind a potential location.We are looking for an existing industrial facility suitable for manufacturing us
190、e that supports our manufacturingrequirements,has a well-developed transportation network that would meet our demands,is served by utilities,especially electricity,naturalgas,water,sewer and high-speed telecommunications,has a favorable local employment pool and competitive operating costs(labor,uti
191、litiesand taxes).We believe that finding a location will be the most time-consuming and challenging part of the plan.We plan to engage local expertsto navigate local laws and requirements.The cost to set up manufacturing capabilities in the United States is expected to be approximately$20million.We
192、plan to finance the purchase of the facility by mortgage and from profits from operations.We expect to start manufacturing productsin the United States in three to six months after this offering is completed.If the plan is successfully executed,we plan to maintainmanufacturing in the United States a
193、nd China in the short term.We plan to gradually shift manufacturing from China to the United States in thelong term and eventually close the manufacturing sites in China.However,there is no assurance that such plans will be commercially successfulor that the actual outcome of the plans will match ou
194、r expectations.See“Risk Factors Risks Related to Our Business and Industry-We maynot be able to successfully implement our business strategies and future plans”on page 28.Vertical integration Currently,some of our products patterns are designed in-house and some are sourced from third parties.During
195、 the fiscal year 2021 and 2020,NCP spent$80,000 and$50,000 on purchasing 26 and 17 patterns from third-party designers,respectively.NCP did not purchase any patternsduring the fiscal year 2022 or the three months ended March 31,2023.Patterns purchased from third-party designers accounts for about 68
196、%ofall the patterns we have.We plan to bring the designing step in-house and replacing the third-party designers with our proprietary technologies.NBS has developed an artificial intelligence learning system,Envision,comprising of processors and non-transitory program storage devices(NPSDs)capable o
197、f reading instructions executable by processors to generate decorative patterns,such as decorative floor panels,wall panelsor ceiling panels.NBS is in the process of registering a patent of this invention.The algorithm can recognize the characteristics in a sample2023/7/18 09:06https:/www.sec.gov/Ar
198、chives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm17/189image,search our pattern database to find similar products that are already in our products lineup or generate a similar but distinctive pattern tobe added to
199、our products lineup.We plan to build a database of patterns that we already own and patterns generated by the algorithm,so thatwhen a sample pattern is input into the system,the algorithm can recognize the characteristics in the sample image,search our pattern databaseto find similar products that a
200、re already in our products lineup or generate a similar but distinctive pattern to be added to our products lineup.With the assistance of such algorithm,we can save time and money on finding designs and offer more options to our customers.We believe wecan also apply the algorithm to help customers f
201、ind their desired products.By uploading pictures of desired products to the algorithm,we canfind existing product in our lineup that fits the samples the most or generate a new design that combines all the features the customer desires.8 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/
202、0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm18/189 Expand Market Share Our management team has always focused on expanding market share,we believe our“made in the United States”and“vertical integration”strategies will help expand our p
203、roduct lineups,build our brand recognition and reach more end consumers in the United States,which is ourbiggest market.With additional marketing efforts,we believe we will increase customer penetration and expand the geographical coverage ofproducts,and therefore expand market share.Share Capital a
204、nd Reverse Stock Split The Company is authorized to issue 500,000,000 shares of capital stock,consisting of(i)400,000,000 shares of common stock,par valueUS$0.001 per share,and(ii)100,000,000 shares of preferred stock,par value US$0.001 per share.Each share of common stock is entitled toone vote,and
205、 each share of Series A Preferred Stock is entitled to ten votes on any matter on which action of the stockholders of the corporationis sought.The Series A Preferred Stock will vote together with the common stock.Common stock and Series A Preferred Stock are notconvertible into each other.Holders of
206、 Series A Preferred Stock are not entitled to receive dividends.See“Description of Capital Stock.”On July 5,2023,as approved by the board of directors and the majority shareholder of the Company,the Company effected a reverse split ofour outstanding common stock and Series A Preferred Stock at a rat
207、io of 2-for-1.All references to common stock,Series A Preferred Stock,share data,per share data,and related information have been retroactively adjusted,where applicable,in this prospectus to reflect the reversesplit of our issued and outstanding common stock and Series A Preferred Stock as if these
208、 events had occurred at the beginning of the earliestperiod presented.As of the date of this prospectus,there were 20,000,000 shares of common stock and 5,000,000 shares of Series A PreferredStock issued and outstanding,not including common stock issuable upon exercise of outstanding warrants(see“De
209、scription of Capital Stock Convertible Notes and Warrants”).Corporate Information Our principal executive office is located at c/o Northann Distribution Center Inc,9820 Dino Drive,Suite 110,CA 95624.The telephone numberof our principal executive offices is(916)573 3803.Our registered agent in the Un
210、ited States is Vcorp Services.LLC,located at 701 S.CarsonStreet,Suite 200,Carson City,NV 89701.Summary of Risk Factors Investing in our common stock involves substantial risk,as more fully described in“Risk Factors”and elsewhere in this prospectus.You shouldread these risks before you invest in our
211、common stock.We may be unable,for many reasons,including those that are beyond our control,toimplement our business strategy.Some of the more significant risks associated with our business include the following:Risks Related to Our Corporate Structure Potential Limitations on the ability to receive
212、dividends from our subsidiaries.We are a holding company and will rely ondividends paid by our subsidiaries for our cash needs.Any limitation on the ability of our subsidiaries to pay dividends or make otherdistributions to us could materially and adversely limit our ability to pay dividends and oth
213、er cash distributions to our stockholders,toservice any debt we may incur and to pay our operating expenses.If any of our subsidiaries incurs debt on its own behalf in the future,the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.See“Northa
214、nn Corp.is aholding company and will rely on dividends paid by its subsidiaries for its cash needs.Any limitation on the ability of its subsidiariesto make dividend payments to the Company,or any tax implications of making dividend payments to the Company,could limit theCompanys ability to pay its e
215、xpenses or pay dividends to holders of its common stock”on page 16.Risks Related to Doing Business in China Risks of changes in Chinas economic,political,or social conditions or government policies.Most of our products aremanufactured through NCP in China and as a result,our business,financial condi
216、tion,results of operations,and prospects may beinfluenced to a significant degree by political,economic and social conditions in China generally.Any adverse changes in economicconditions in China,in the policies of the Chinese government,or in the laws and regulations in China could have a material
217、adverseeffect on the overall economic growth of China.Such developments could adversely affect our business and operating results,reduceproduction and weaken our competitive position and could have a material adverse effect on our business and operations.See“Changes in Chinas political,economic or s
218、ocial conditions could have a material adverse effect on our business and operations”onpage 17.9 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm19/189 Risks of uncertainties in
219、 the interpretation and enforcement of PRC laws and regulations and changes in policies,rules,andregulations in China.Our PRC subsidiaries are subject to various PRC laws and regulations generally applicable to companies inChina.Since these laws and regulations are relatively new and the PRC legal s
220、ystem continues to rapidly evolve,however,theinterpretations of many laws,regulations,and rules are not always uniform and enforcement of these laws,regulations,and rulesinvolve uncertainties.The PRC legal system is based in part on government policies,internal rules,and regulations that may haveret
221、roactive effect and may change quickly with little advance notice.The Chinese government may exert more oversight and controlover offerings that are conducted overseas.Such uncertainties,including uncertainties over the scope and effect of our contractual,property(including intellectual property),an
222、d procedural rights,and any failure to respond to changes in the regulatory environment inChina could materially and adversely affect our business and impede our ability to continue our operations,significantly limit orcompletely hinder our ability to offer or continue our operations,and cause the v
223、alue of our securities to significantly decline orbecome worthless.See“Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies,rules,and regulations in China,which may be quick with little advance notice,could limit the legal protection available to yo
224、u and us”on page 18.Risk related to service of legal process,enforcing foreign judgments,or bringing actions in China against us or ourmanagement named in the prospectus based on foreign laws.Our subsidiaries conduct a substantial amount of operations(including the manufacturing of most of our produ
225、cts)in China and most of our assets and equipment are located in China.In addition,some of our senior executive officers reside within China,are physically there for a significant portion of each year,and are PRCnationals.As a result,it may be difficult for you to effect service of process upon us o
226、r those persons inside China.In addition,there isuncertainty as to whether the PRC would recognize or enforce judgments of U.S.courts against us or such persons predicated upon thecivil liability provisions of U.S.securities laws or those of any U.S.state.The recognition,enforcement of foreign judgm
227、ents,conducting investigation or collecting evidence within China may be difficult and impossible.See“You may experience difficulties ineffecting service of legal process,enforcing foreign judgments,or bringing actions in China against us and our PRC subsidiariesbased on foreign laws.It may also be
228、difficult for you or overseas regulators to conduct investigations or collect evidence withinChina”on page 18.Risk of PRC governments influence over the manner in which our PRC subsidiaries conduct business and over offeringsconducted overseas and/or foreign investment in China-based issuers.We are
229、currently not required to obtain permission orapproval from Chinese authorities to list on U.S.exchanges,however,if our holding company or any of our PRC subsidiaries wererequired to obtain permission or approval in the future and were denied permission or approval from Chinese authorities to list o
230、n U.S.exchanges,we will not be able to continue listing on U.S.exchanges,continue to offer securities to investors,or materially affect theinterest of the investors and cause significantly depreciation of the price of our common stock.The PRC government may alsointervene or influence our operations
231、and this offering at any time,which could result in a material change in our operations and ourcommon stock could decline in value or become worthless.See“The PRC government exerts substantial influence over the manner inwhich our PRC subsidiaries conduct their business activities.The PRC government
232、 may also intervene or influence our operationsand this offering at any time and may exert more control over offerings conducted overseas and/or foreign investment in China-basedissuers,which could result in a material change in our operations,significantly limit or completely hinder our ability to
233、offer orcontinue to offer securities to investors and cause the value of our securities to significantly decline or become worthless”on page 19.Risk related to recent greater oversight by the Cyberspace Administration of China(the“CAC”)over data security.As of thedate of this prospectus,we have not
234、received any notice from any authorities identifying our PRC subsidiaries as critical informationinfrastructure operators(“CIIOs”)or requiring us to go through cybersecurity review or network data security review by the CAC.Webelieve that the operations of our PRC subsidiaries and our listing will n
235、ot be affected and that we will not be subject to cybersecurityreview and network data security review by the CAC for this offering.We cannot guarantee,however,that we will not be subject tocybersecurity review and network data security review in the future.See“Recent greater oversight by the Cybers
236、pace Administrationof China(the“CAC”)over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact ourbusiness and our offering”on page 19.10 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/A
237、rchives/edgar/data/1923780/0001155/or011_s1.htm20/189 Risks of PRC government exerting more oversight and control over offerings that are conducted overseas and foreigninvestment in China-based issuer.On February 17,2023,the CSRC released the Trial Administrative Measures of OverseasSecur
238、ities Offering and Listing by Domestic Companies,or the Trial Measures,and five supporting guidelines,which came into effecton March 31,2023.Pursuant to the Trial Measures,domestic companies that seek to offer or list securities overseas,both directly andindirectly,should fulfill the filing procedur
239、e and report relevant information to the CSRC.As advised by our PRC counsel,BeijingGaopeng(Nanjing)Law Firm,we are not subject to the Trial Measures because our main business are not conducted within China,ourmain premises are not located in China,and the majority of our senior management personnel
240、are not Chinese citizens or reside inChina on a regular basis.Therefore,we do not need to complete the record filing requirement under the Trial Measures.If weinadvertently conclude that such filing procedures are not required,or applicable laws,regulations,or interpretations change such thatwe are
241、required to complete the filing procedures in the future,we may be subject to investigations by the regulators,fines or penalties,ordered to suspend our relevant operations and rectify any non-compliance,prohibited from engaging in relevant business orconducting any offering.Any failure of us to ful
242、ly comply with new regulatory requirements may significantly limit or completelyhinder our ability to offer or continue to offer our common stock,cause significant disruption to our business operations,and severelydamage our reputation,which would materially and adversely affect our financial condit
243、ion and results of operations and cause ourcommon stock to significantly decline in value or become worthless.See“The CSRC has released for public consultation the draftrules for China-based companies seeking to conduct initial public offerings in foreign markets.While such rules have not yet gone i
244、ntoeffect,the Chinese government may exert more oversight and control over offerings that are conducted overseas and foreigninvestment in China-based issuers,which could significantly limit or completely hinder our ability to offer or continue to offer ourcommon stock to investors and could cause th
245、e value of our common stock to significantly decline or become worthless”on page 20.Risks related to PRC regulations on the establishment of offshore special purpose companies by PRC residents.Some of ourstockholders that we are aware of are subject to SAFE regulations,and we expect all of these sto
246、ckholders will have completed allnecessary registrations with the local SAFE branch or qualified banks as required by SAFE Circular 37.We cannot assure you,however,that all of these stockholders may continue to make required filings or updates in a timely manner,or at all.We can provideno assurance
247、that we are or will in the future continue to be informed of identities of all PRC residents holding direct or indirectinterest in our company.Any failure or inability by such stockholders to comply with SAFE regulations may subject us to fines or legalsanctions,such as restrictions on our cross-bor
248、der investment activities or our PRC subsidiaries ability to distribute dividends to,orobtain foreign exchange-denominated loans from,our company or prevent us from making distributions or paying dividends.As aresult,our business operations and our ability to make distributions to you could be mater
249、ially and adversely affected.See“PRCregulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial owners or our PRCsubsidiaries to liability or penalties,limit our ability to inject capital into our PRC subsidiary,limit our PRC subsidiarys ability to
250、increase its registered capital or distribute profits to us,or may otherwise adversely affect us”on page 21.Risk related to PRC regulation of loans to and direct investment in PRC entities by offshore holding companies.Under PRClaws and regulations,we are permitted to utilize the proceeds from this
251、offering to fund our PRC subsidiary by making loans to oradditional capital contributions to our PRC subsidiary,subject to applicable government registration,statutory limitations on amount,and approval requirements.These PRC laws and regulations may significantly limit our ability to use RMB conver
252、ted from the netproceeds of this offering to fund the establishment of new entities in China by our PRC subsidiary or to invest in or acquire any otherPRC companies through our PRC subsidiary.Moreover,we cannot assure you that we will be able to complete the necessaryregistrations or obtain the nece
253、ssary government approvals on a timely basis,if at all,with respect to future loans to our PRCsubsidiary or future capital contributions by us to our PRC subsidiary.If we fail to complete such registrations or obtain suchapprovals,our ability to use the proceeds we received or expect to receive from
254、 our offshore offerings and to capitalize or otherwisefund our PRC operations may be negatively affected,which could materially and adversely affect our business,including our liquidityand our ability to fund and expand our business.See“PRC regulation of parent/subsidiary loans and direct investment
255、 by offshoreholding companies to PRC entities may delay or prevent us from using the proceeds of this offering to make loans or additional capitalcontributions to our PRC operating subsidiaries,which could materially and adversely affect our liquidity and our ability to fund andexpand our business”o
256、n page 21.Risks of fluctuations in exchange rates.With the development of the foreign exchange market and progress towards interest rateliberalization and RMB internationalization,the PRC government may in the future announce further changes to the exchange ratesystem,and we cannot assure you that R
257、MB will not appreciate or depreciate significantly in value against the U.S.dollar in the future.It is difficult to predict how market forces or PRC or U.S.government policy may impact the exchange rate between RMB and theU.S.dollar in the future.Since we own and operate stores both in the PRC and t
258、he U.S.,the fluctuations in exchange rates would havea negative effect on our business and results of operations and financial condition.See“Fluctuations in exchange rates could have amaterial adverse effect on our results of operations and the value of your investment”on page 22.Risks related to po
259、tential classification as a PRC resident enterprise for PRC income tax purposes.Under the PRC EnterpriseIncome Tax Law(the“EIT Law”),we may be classified as a PRC“resident enterprise”for PRC enterprise income tax purposes.Suchclassification would likely result in unfavorable tax consequences to us a
260、nd our non-PRC stockholders and have a material adverseeffect on our results of operations and the value of your investment.See“Under the EIT Law,we may be classified as a PRC“residententerprise”for PRC enterprise income tax purposes.Such classification would likely result in unfavorable tax consequ
261、ences to us andour non-PRC stockholders and have a material adverse effect on our results of operations and the value of your investment”on page23.11 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001575872
262、23001155/or011_s1.htm21/189 Risks related to uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRCholding companies.We face uncertainties as to the reporting and assessment of reasonable commercial purposes and futuretransactions where PRC ta
263、xable assets are involved,such as offshore restructuring,sale of the shares in our offshore subsidiaries,andinvestments.In the event of being assessed as having no reasonable commercial purposes in an indirect transfer transaction,we may besubject to filing obligations or taxed if we are a transfero
264、r in such transactions,and may be subject to withholding obligations(to bespecific,a 10%withholding tax for the transfer of equity interests)if we are a transferee in such transactions,under SAT Circular 7 andSAT Circular 37.For transfer of shares by investors who are non-PRC resident enterprises,ou
265、r PRC subsidiary may be requested toassist in the filing under the SAT circulars.As a result,we may be required to expend valuable resources to comply with the SATcirculars or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars,or to establishthat
266、we should not be taxed under these circulars,which may have a material adverse effect on our financial condition and results ofoperations.See“We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRCholding companies”on page 23.Risks of t
267、he M&A Rules and certain other PRC regulations that establish complex procedures for some acquisitions of Chinesecompanies by foreign investors.The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors,or the“M&A Rules,”and recently adopted regulations and rules concerni
268、ng mergers and acquisitions established additional procedures andrequirements that could make merger and acquisition activities by foreign investors more time consuming and complex.It is clear thatour business would not be deemed to be in an industry that raises“national defense and security”or“nati
269、onal security”concerns.MOFCOM or other government agencies,however,may publish explanations in the future determining that our business is in anindustry subject to the security review,in which case our future acquisitions in the PRC,including those by way of entering intocontractual control arrangem
270、ents with target entities,may be closely scrutinized or prohibited.Our ability to expand our business ormaintain or expand our market share through future acquisitions would as such be materially and adversely affected.See“The M&ARules and certain other PRC regulations establish complex procedures f
271、or some acquisitions of Chinese companies by foreigninvestors,which could make it more difficult for us to pursue growth through acquisitions in China”on page 24.Risks Related to Our Business and Industry Risks related to the COVID-19 pandemic adverse impact on our financial condition and results or
272、 operations.The COVID-19pandemic continues to impact areas where we operate and sell our products.The long-term economic impact and near-term financialimpacts of the COVID-19 pandemic cannot be reliably quantified or estimated at this time due to the uncertainty of futuredevelopments.See“Our financi
273、al condition and results or operations have been and will likely continue to be adversely impacted bythe COVID-19 pandemic and the related downturn in economic conditions”on page 25.Risks related to competition in the industry.See“We compete with numerous flooring manufacturers in highly competitive
274、markets.Competition can affect customer preferences,reduce demand for our products,negatively affect our product sales mix,leverage greater financial resources,or cause us to lower prices,any or all which could adversely affect our financial condition,liquidity or results of operation”on page 25.Ris
275、ks of decrease of direct materials(raw materials,packaging,sourced products,energy).See“If the availability of directmaterials(raw materials,packaging,sourced products,energy)decreases,or these costs increase,and we are unable to either offset orpass along increased costs to our customers,our financ
276、ial condition,liquidity or results of operations could be adversely affected”onpage 26.12 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm22/189 Risk of our businesss sensitivit
277、y to changes in general economic conditions.See“Our business is sensitive to changes in generaleconomic conditions.Downturns in commercial and residential construction,remodeling and refurbishing activities could adverselyaffect our financial condition,liquidity or results of operations”on page 26.R
278、isks related to various environmental,safety and health regulations.See“We are subject to various environmental,safety andhealth regulations that may subject us to costs,liabilities and other obligations,which could have a material adverse effect on ourbusiness,results of operations and financial co
279、ndition”on page 27.Risks related to legal claims of product liability.See“We may be exposed to litigation,claims and other legal proceedings in theordinary course of business relating to our products or business,which could have a material adverse effect on our business,results ofoperations and fina
280、ncial condition”on page 27.Risks of losses from natural disasters,catastrophes,fire or other unexpected events.We could incur uninsured losses andliabilities arising from such events,including damage to our reputation,and/or suffer material losses in operational capacity,whichcould have a material a
281、dverse impact on our business,financial condition and results of operations.See“Our business operationscould suffer significant losses from natural disasters,catastrophes,fire or other unexpected events”on page 27.Risks related to intellectual property,including intellectual property disputes,failur
282、e of intellectual property protection,andfailure of patent application.See“We may need to defend ourselves against patent or trademark infringement,or other intellectualproperty claims,which may be time-consuming and cause us to incur substantial costs”on page 27,“Our business may be adverselyaffect
283、ed if we are unable to protect our intellectual property rights from unauthorized use by third parties”on page 28 and“Our patentapplications may not be granted,which may have a material adverse effect on our ability to prevent others from commerciallyexploiting products similar to ours”on page 28.Ou
284、r financial statements contain an explanatory paragraph regarding uncertainty as our ability to raise capital and thereforecast substantial doubt about our ability to continue as a going concern.See“Our financial statements contain an explanatoryparagraph regarding uncertainty as our ability to rais
285、e capital and therefore cast substantial doubt about our ability to continue as agoing concern”on page 28.Cybersecurity risks in our operation and supply chain.See“Cybersecurity risks and cyber incidents may adversely affect ourbusiness by causing a disruption to our operations,a compromise or corru
286、ption of our confidential information,misappropriation ofassets and/or damage to our business relationships,all of which could negatively impact our business and results of operations”onpage 28.Risks Related to Our Common Stock,Preferred Stock and this Offering Risks that our common stock may be pro
287、hibited from trading on a national exchange if the Public Company AccountingOversight Board(the“PCAOB”)is unable to inspect our auditors.Our auditor,WWC,P.C.,the independent registered publicaccounting firm that issued the audit report included elsewhere in this prospectus,as an auditor of companies
288、 that are traded publicly inthe United States and a U.S.-based accounting firm registered with the PCAOB,is headquartered in Mateo,CA and is subject to lawsin the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicableprofessional standards
289、.WWC,P.C.,is not headquartered in Mainland China or Hong Kong.Notwithstanding the foregoing,if thePCAOB determines that it cannot inspect or fully investigate our auditor at such future time,trading in our common stock will beprohibited under the HFCA Act and NYSE American may determine to delist ou
290、r common stock.The delisting of our common stock,or the threat of their being delisted,may materially and adversely affect the value of your investment.See“Our common stock may beprohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act(the“HFCA Act”)and
291、the Consolidated Appropriations Act,2023,if the Public Company Accounting Oversight Board(the“PCAOB”)is unable to inspectour auditors for two consecutive years.The delisting of our common stock,or the threat of their being delisted,may materially andadversely affect the value of your investment.”on
292、page 29.Risks of potential approval of the China Securities Regulatory Commission(CSRC).While the application of the M&A Rulesremains unclear,we believe,based on the advice of our PRC counsel,Grandall Law Firm,that the CSRC approval is not required forthe listing and trading of our common stock on t
293、he NYSE American in the context of this offering.However,our PRC legal counsel,Grandall Law Firm,has further advised us that there remains some uncertainty as to how the M&A Rules will be interpreted orimplemented in the context of an overseas offering and its opinions summarized above are subject t
294、o any new laws,regulations andrules or detailed implementations and interpretations in any form relating to the M&A Rules.We cannot assure you that relevant PRCgovernmental agencies,including the CSRC,would reach the same conclusion as we do.See“The approval or filing requirements ofthe China Securi
295、ties Regulatory Commission(CSRC)may be required in connection with this offering under PRC law”on page 30.13 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm23/189 Risks of stoc
296、k price volatility.See“The offering price for our common stock may not be indicative of prices that will prevail in thetrading market and such market prices may be volatile”and“You may experience extreme stock price volatility,including any stock-run up,unrelated to our actual or expected operating
297、performance,financial condition or prospects,making it difficult for prospectiveinvestors to assess the rapidly changing value of our common stock”on page 31.Risks of not paying dividends for the foreseeable future.We do not expect to declare or pay any dividends in the foreseeable future.As a resul
298、t,you may only receive a return on your investment in our common stock if the market price of our common stock increases.See“We do not intend to pay dividends for the foreseeable future”on page 31.Risks related our managements broad discretion to determine how to use the funds raised in the offering
299、.See“Ourmanagement has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may notenhance our results of operations or the price of our shares of common stock”on page 32.Risks related to NYSE Americans application of stricter criteria for our initi
300、al and continued listing.See“NYSE American mayapply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering andinsiders will hold a large portion of the companys listed securities”on page 32.Risks related to being a“Controlled Comp
301、any”.See“As a controlled company under the NYSE American Company Guide,wemay choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our publicstockholders”on page 32.Risks related to the Anti-takeover provisions in our charter documents.See“A
302、nti-takeover provisions in our charter documentsand Nevada law could discourage,delay or prevent a change in control of our company and may affect the trading price of ourcommon stock”on page 32.Risks related to our multi-class structure.See“We cannot predict the impact our multi-class structure may
303、 have on the stock priceof our common stock”on page 32.Implications of Being a Smaller Reporting Company We qualify as an“smaller reporting company”as defined in Rule 405 of the Securities Act and Item 10 of Regulation S-K.A smaller reportingcompany may take advantage of specified reduced reporting
304、and other burdens that are otherwise applicable generally to public companies.These provisions include:the ability to include only two years of audited financial statements and only two years of related managements discussion andanalysis of financial condition and results of operations disclosure;th
305、e reduced disclosure obligation regarding executive compensation under Item 402 of Regulation S-K;and an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to theSarbanes-Oxley Act of 2002.We may take advantage of these prov
306、isions for so long as we remain a smaller reporting company.We may continue to be a smaller reportingcompany if either(i)the market value of our stock held by non-affiliates is less than US$250 million or(ii)our annual revenue was less thanUS$100 million during the most recently completed fiscal yea
307、r and the market value of our stock held by non-affiliates is less than US$700million.Implications of Being an“Emerging Growth Company”As a company with less than US$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined inthe Jumpstart Our Business
308、Startups Act of 2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced reportingrequirements that are otherwise applicable to larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and only two years o
309、f related Managements Discussion and Analysis ofFinancial Condition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements andanalyzing how those elements fit with our principles and objectives,which is com
310、monly referred to as“compensation discussion andanalysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control overfinancial reporting pursuant to the Sarbanes-Oxley Act of 2002;14 2023/7/18 09:06https:/www.sec.gov/Archives/edga
311、r/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm24/189 are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachutearrangements(commonly referred to as the“say-on
312、-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratiodisclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting stan
313、dards under 107 of the JOBSAct;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 10-K following the effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requi
314、rements and exemptions.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meetthe definition of an emerging growth company.The JOBS Act provides that we would cease to be an“emerging growth company”at the endof the fiscal
315、year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effectiveunder the Securities Act of 1933,as amended(the“Securities Act”),occurred,if we have more than US$1.235 billion in annual revenue,havemore than US$700 million in market val
316、ue of our common stock held by non-affiliates,or issue more than US$1 billion in principal amount ofnon-convertible debt over a three-year period.Implications of Being a Controlled Company Upon completion of this offering,our Chairman of the Board,Chief Executive Officer,President,Secretary,and Trea
317、surer,Lin Li,willbeneficially own approximately 88.26%of the aggregate voting power of our common stock and Series A Preferred Stock assuming noexercise of the over-allotment option,or 87.72%assuming full exercise of the over-allotment option.As a result,we will be deemed a“controlled company”for th
318、e purpose of the NYSE American Company Guide.As a controlled company,we are permitted to elect to rely oncertain exemptions from the obligations to comply with certain corporate governance requirements,including:the requirement that a majority of our board of directors must be independent directors;
319、the requirement that our director nominees must be selected or recommended to the Board for determination,by either a NominationCommittee comprised solely of independent directors or by a majority of the independent directors;the requirement that we have a formal written charter or board resolution,
320、as applicable,addressing the nominations process and suchrelated matters as may be required under the federal securities laws;and the requirement that compensation of the chief executive officer must be determined,or recommended to the Board for determination,either by a Compensation Committee compr
321、ised of independent directors or by a majority of the independent directors on its Board ofDirectors and that compensation for all other officers must be determined,or recommended to the Board for determination,either bysuch Compensation Committee or a majority of the independent directors on the co
322、mpanys Board of Directors.Although we do not intend to rely on the controlled company exemptions under the NYSE American Company Guide even if we are deemed acontrolled company,we could elect to rely on these exemptions in the future,and if so,you would not have the same protection afforded tostockh
323、olders of companies that are subject to all of the corporate governance requirements of NYSE American Company Guide.15 2023/7/18 09:06https:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1923780/0001155/or011_s1.htm25/189 THE
324、 OFFERING Common Stock Offered byus:3,000,000 shares of common stock(or 3,450,000 shares of common stock if the underwriters exercise their over-allotment option in full)Capital Stock OutstandingPrior to Completion ofOffering:20,000,000 shares of common stock,excluding shares of common stock underly
325、ing the underwriters warrants,and shares of common stock underlying the warrants issued in the private placement closed on May 16,2022;and 5,000,000 shares of Series A Preferred Stock.See“Description of Capital Stock Convertible Notes andWarrants”.Common Stock Outstandingimmediately after Offering:2
326、3,000,000 shares of common stock(or 23,450,000 shares of common stock if the underwriters exercise theirover-allotment option in full),excluding shares of common stock underlying the underwriters warrants,andshares of common stock underlying the warrants issued in the private placement closed on May
327、 16,2022;and5,000,000 shares of Series A Preferred Stock.The warrants will remain outstanding after this offering.See“Underwriting Underwriters Warrants”and“Description of Capital Stock Convertible Notes and Warrants”.Offering Price Range perShare of Common Stock:US$3.00 to US$5.00 per share of comm
328、on stock Assumed Offering Price perShare of Common Stock:US$4.00 per share of common stock Gross Proceeds to UsBefore Expenses:US$12,000,000 if the underwriters do not exercise the over-allotment option,or$13,800,000 if the underwritersexercise the over-allotment option,assuming the public offering
329、price is US$4.00,the midpoint of the price rangeset forth on the cover page of this prospectus.Listing:We plan to apply to have our common stock listed on the NYSE American.The closing of this offering isconditioned upon NYSE Americans final approval of our listing application,and there is no guaran
330、tee orassurance that our common stock will be approved for listing on NYSE American.Ticker Symbol:NCL Transfer Agent:VStock Transfer LLC Use of Proceeds:We intend to use the proceeds from this offering for the acquisition of facilities and equipment in the UnitedStates,product development,sales and
331、marketing activities,and general working capital purposes.See“Use ofProceeds”for more information.Lock-up:We and all of our directors and officers and our stockholders owning 5%or more of our common stock haveagreed with the underwriters,subject to certain exceptions,not to sell,transfer,or dispose
332、of,directly orindirectly,any of our common stock or securities convertible into or exercisable or exchangeable for our commonstock for a period of 180 from the date of this prospectus,without the prior written consent of the underwriters.See“Shares Eligible for Future Sale”and“Underwriting”for more
333、information.Risk Factors:Investing in these securities involves a high degree of risk.As an investor,you should be able to bear a completeloss of your investment.You should carefully consider the information set forth in the“Risk Factors”section ofthis prospectus before deciding to invest in our shares of common stock.Dividend Policy:We have no present plans to declare dividends and plan to retain