SecProbe.io

United States securities and exchange commission logo
December 14, 2022
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Registration Statement on Form S-4
Filed November 14, 2022
File No. 333-268343
Dear Bill Chen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed November 14, 2022
Summary of the Proxy Statement/Prospectus
The Parties to the Business Combination, page 22
1.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 December 14, 2022 Page 2
 FirstName LastName
Bill Chen
LBBB Merger Corp.
December 14, 2022
Page 2
Risk Factors
Risk Related to Nature's Miracle's Business and Industry, page 41
2.We note that you are "setting up a manufacturing facility of grow lights in Manitoba,
Canada and may set up additional manufacturing and assembly facilities in North
America." We also note that as of June 30, 2022, Megaphoton, a Chinese grow light
manufactured accounted for 81% of your vendor purchases. Please add risk factor
disclosure to discuss the potential risks that may arise by transitioning from low cost
Chinese manufacturing to higher cost U.S. and Canadian manufacturing.
3.We note that a significant portion of Nature's Miracle's products are purchased from
Megaphoton, Inc., a manufacturer of grow lights in China. Please add a risk factor that
discloses the risks to investors of having your primary supplier based China.
Our reliance on a limited base of suppliers for our products may result in disruptions to our
business..., page 48
4.We note that during the fiscal years 2021 and 2020 your five largest suppliers accounted
for 95% and 97% of your total dollar volume of the transactions between all of your
suppliers. We also note that Metaphoton, Inc. accounted for 46% and 69% of total vendor
purchases for the same periods, respectively. To the extent that you are dependent on one
or more suppliers, please identify the supplier(s) and describe the material terms of any
material agreements with these suppliers.
Proposal No. 3 The Merger Proposal
The Merger and Merger Consideration, page 82
5.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Background of the Business Combination, page 89
6.We note your disclosure that "The private units are identical to the units sold in the IPO,
except that the private warrants are not redeemable so long as they are held by the
purchaser or its permitted transferees.” We also note your risk factor disclosure on page
65 indicating that "The private warrants have terms and provisions that are identical to
those of the warrants being sold as part of the LBBB Units, including with respect to
redeemability." Please revise this inconsistency or advise.
Summary of NMI Financial Analysis, page 95
7.We note your disclosure that there are "assumptions and estimates underlying the
prospective financial information..." Please quantify and expand your discussion of the
assumptions and estimates that formed the basis for the financial projections.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
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 FirstName LastName
Bill Chen
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December 14, 2022
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Material U.S. Federal Income Tax Consequences, page 115
8.We note that LBBB intends that the Reincorporation will qualify as a “reorganization”
within the meaning of Section 368(a) of the U.S. Internal Revenue Code. Given the
parties' representation that U.S. Holders of Lakeshore securities generally should not
recognize gain or loss for U.S. federal income tax purposes on the Reincorporation, revise
to include counsel's tax opinion as an exhibit. See Item 601(b)(8) of Regulation S-K.
Business of Nature's Miracle
Our Core Competitive Strengths
Our Products, page 129
9.We note your disclosure that "[you] are a global provider of equipment for the CEA
industry." We also note that "[you] primarily serve the North American market" and "have
developed a robust customer base in the U.S. and Canada." Please quantify the portion of
your revenues that are generated outside of North America.
Nature's Miracle's Management's Discussion and Analysis ...
Results of Operations, page 143
10.It is unclear to us how the combination of Visiontech and Hydroman, as discussed on
pages 144 and 145, resulted in increased revenue, cost of revenue, and selling, general and
administrative expenses.  Please revise Nature's Miracle's results of operations discussion,
in accordance with Item 303(b)(2) of Regulation S-K to provide clarity and to provide
greater insight to your investors regarding the underlying causes of increases or decreases
in the components of Nature's Miracle's net income.
11.In the discussion of  Nature's Miracle's results of operations multiple factors are identified
as impacting your results of operations but no quantification of the contribution of each
factor to the material changes in the various line items were provided. For instance, on
page 144, Nature's Miracle attributes an increase in revenues mainly due to startup of its
Hydroman business and to fast light industry growth without quantifying the related
revenue growth arising therefrom. You also broadly attributed increases in costs of
revenues and general and administrative expenses mainly to several factors, which were
not quantified. Please refer to Item 303(b) of Regulation S-K and revise throughout to
discuss qualitatively and quantitatively such factors effecting material changes in line
items, including where material changes within a line items offset one another.  In
addition, you should remove vague terms such as mainly in favor of specific
quantifications.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 December 14, 2022 Page 4
 FirstName LastName
Bill Chen
LBBB Merger Corp.
December 14, 2022
Page 4
12.It appears from the disclosures on page F-28, that Visiontech and Hydroman purchased in
excess of 75% on Nature's Miracle's cost of goods sold from a current and a former related
party: UniNetGlobal, Inc. and Megaphoton.  Further, we note from the penultimate
paragraph of page F-14 that "all purchases from UniGlobal Inc. are products originally
manufactured by MegaPhoton, Inc."  In light of Nature's Miracle's reliance on these two
venders, tell us and disclose the following:
•The extent to which Nature's Miracle expects to source products and materials from
these two vendors to support future operations;
•The planned timeline for transitioning of product sourcing from China to North
American manufacturing operations;
•Any agreements and/or commitments to continue to source products from these
vendors in the future;
•The nature of the products supplied by these two venders, for example
whether finished goods and/or raw material are purchased;
•The extent to which you expect future North American manufacturing operations to
rely upon Chinese sources for raw materials and work-in-progress;
•Whether or not the acquisition costs of such products approximated competitive
prices offered by third parties, and if not how any material price discounts and/or
premiums provided impacted Nature's Miracle's results from operations and
•How transitioning from a low cost manufacturing environment such as China to
higher cost manufacturing environments in North American may affect your future
results.
Liquidity and Capital Resources, page 145
13.We note that Nature's Miracle's accounts receivable balance appears to have significantly
increased at December 31, 2021 and then again at June 30, 2022.  We further note that
Nature's Miracle, Visiontech, and Hydroman entered into five factoring arrangements
subsequent to June 30, 2022.  Please revise Nature's Miracle's discussion of  liquidity and
capital resources in accordance with Items 303(b)(1) and 303(b)(1)(i) of Regulation S-K.
Analyze Nature's Miracle's ability to generate and obtain adequate amounts of cash to
meet its short and long term requirements and plans.  Identify known trends,
commitments, and uncertainties, such as those related to accounts receivable aging and
collections that will result in and/or that are reasonably likely to result in Nature's
Miracle's income from operations increasing or decreasing in a material way.   Include a
discussion of all factoring agreements and/or debt agreements entered into up to the date
of the filing.
14.Further, clearly address and quantify the cost of Nature's Miracle's factoring arrangements
and their impact on Nature's Miracle's future cash flows from receivables as amounts
borrowed are repaid.  Address the reasons why Nature's Miracle's customers are slow to
pay amounts due and whether and when management expects receivables collection to
improve.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 December 14, 2022 Page 5
 FirstName LastName
Bill Chen
LBBB Merger Corp.
December 14, 2022
Page 5
15.Please expand Nature's Miracle's discussion of its liquidity to address the cash flow
requirements related to its set-up of a Canadian manufacturing facility, as well as its
intended expansion into North American manufacturing.
16.We note based on disclosure on page F-16 that on August 27, 2022, Upland 858, LLC
entered into an assignment and assumption of unsecured promissory note with Zhiyi
Zhang, Vartor Vahe Doudakian and Yang Wei (collectively “Assignees”).  Please disclose
the effect the promissory note assignment and assumption had on your financial
statement.  Disclose the business reason for entering into this assignment and assumption.
Notes to Unaudited Pro Form Condensed Combined Financial Statements, page 164
17.With regard to your adjustment (E), you state that "based on Merger Agreement, the
aggregate number of shares of PubCo issued to Nature’s Miracle’s common stock holders
will be adjusted as an aggregate value of $230,000,000 net of any Closing Net
Indebtedness (as defined in the Merger Agreement), and then divided by $10.00 per share.
This effect is not adjusted in the Pro Forma statements."  Disclose the potential effect of
this adjustment and why it is not presented in your pro forma financial statements.
Disclose if any new debt will be entered into in conjunction with this transaction.  Tell us
how you considered Item 11-01(a)(8) of Regulation S-X regarding showing the effect of
potential indebtedness in your pro forma financial statements.
Financial Statements
Nature's Miracle, Inc.
Consolidated and Combined Statements of Cash Flows for the Six Months Ended June 30, 2022,
page F-5
18.Please explain why the consolidation of Upland 858 LLC and a reverse merger resulted in
$1,459,253 and $239,139 cash inflow from investing activities.  Refer to your basis in
accounting literature.
Note 2 - Basis of Presentation and Summary of significant accounting policies
Variable interest entity, page F-7
19.Please disclose when you determined Upland 858 LLC to be a variable interest entity
that should be consolidated.  Explain how you came to that conclusion.  Refer to your
basis in accounting literature.  We note, according to your audited financial statements,
Upland 858 LLC was not considered a variable interest entity as of December 31, 2021.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 December 14, 2022 Page 6
 FirstName LastName
Bill Chen
LBBB Merger Corp.
December 14, 2022
Page 6
Note 9 - Equity, page F-13
20.Tell us how you accounted for the April 15, 2022 subscription agreement where you
raised net proceeds of $394,000.  We do not see this transaction in your consolidated
financial statements.
Note 1 - Nature of business and organization, page F-23
21.We note your statement that, "On June 1, 2022, Nature’s Miracle, Inc. entered into the
Share Exchange Agreements with the shareholders of Visiontech Group, Inc.
(“Visiontech”, a California Company) and Hydroman, Inc. (“Hydroman”, a California
Company), resulting in the shareholders of Visiontech and Hydroman becoming
the shareholders of Nature’s Miracle and Nature’s Miracle becoming the 100%
shareholder of Visiontech and Hydroman. The Company treated the transaction as a
reverse merger. Post reverse merger, shareholders of Visiontech and Hydroman own 40%
and 29% respectively of Nature’s Miracle, Inc." In this regard:
•Referring to your basis in accounting literature, tell us why you accounted for these
transactions as a reverse merger.  We note there appears to be two transactions, one
with Visiontech and one with Hydroman.  We also note neither Visiontech nor
Hydroman shareholders own more that 50% of Nature's Miracle Inc. post acquisition.
•Revise your corporate structure on page 140 to clearly disclose shareholders of
Visiontech and Hydroman  and their ownership interest in Nature's Miracle, Inc.
•Your corporate structure on page 140 refers to  acquisitions on May 2022 not June
2022.  Please explain or revise accordingly.
22.We note that the Share Exchange agreement was entered into on June 1, 2022.  It also
appears from the disclosure in the second paragraph of page F-23 that common control of
Visiontech and Hydroman was established upon consummation of the combination of
those two with Nature's Miracle, Inc. Tell us and disclose when the combination
transaction closed and control of Visiontech and Hydroman passed to Nature's Miracle.
Referring to your basis in accounting literature, tell us your consideration of how the
combinations with Visiontech and Hydroman was to be accounted for.  Identify for us any
common ownership and/or common management that existed between Visiontech and
Hydroman prior to the combination transaction.
Note 2 - Basis of Presentation and Summary of significant accounting policies
Leases, page F-26
23.Clarify for us when and how Nature's Miracle adopted ASC 842 - Leases.  Disclosure on
page 148 states that Nature's Miracle adopted ASC 842 on March 31, 2022.  Disclosures
on page F-26 seems to indicate ASC - 842 was adopted earlier, no later than January 1,
2020.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 December 14, 2022 Page 7
 FirstName LastName
Bill Chen
LBBB Merger Corp.
December 14, 2022
Page 7
Note 9 - Equity, page F-29
24.We note you received contributions of $40,000 and $100,000 during 2021 and 2020,
respectively without issuing additional equity in the company.  Please disclose who
contributed the cash and the business reason for the contributions.
Note 10 - Concentration of risk, page F-30
25.We note that almost 80% of your purchases were made from two related parties and over
80% of your accounts payable were due to those two related parties: Megaphoton and
Uninet Global for the year ended December 31, 2021 and at December 31, 2020,
respectively.  Further, we note from the penultimate paragraph of page F-14 that "all
purchases from UniGlobal Inc. are products originally manufactured by MegaPhoton,
Inc."  In light of Nature's Miracles apparent dependence on these two suppliers, tell us and
disclose all material agreements, understandings and contracts between Nature's Miracle,
Visionte