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SEC Comment Letter 0000000000-23-000988 to Nature's Miracle Holding Inc. (NMHI)

Nature's Miracle Holding Inc.
Date: Jan. 31, 2023 · CIK: 0001947861 · Accession: 0000000000-23-000988

AI Filing Summary & Sentiment

File numbers found in text: 333-268343

Date
January 31, 2023
Author
Office of Technology
Form
UPLOAD
Company
Nature's Miracle Holding Inc.

Letter

United States securities and exchange commission logo January 31, 2023 Bill Chen Chief Executive Officer LBBB Merger Corp. 667 Madison Avenue New York, NY 10065 Re:LBBB Merger Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed January 20, 2023 File No. 333-268343 Dear Bill Chen: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our January 12, 2023 letter. Amendment No. 2 to Registration Statement on Form S-4 Financial Statements Nature's Miracle, Inc. Consolidated and Combined Statements of Cash Flows, page F-5 1.We note your response to comment 3. It appears you combine cash and non-cash transactions, please revise to disclose non-cash investing and finance activities separately in accordance with ASC 230-10-50-3 through 50-6.

FirstName LastNameBill Chen Comapany NameLBBB Merger Corp. January 31, 2023 Page 2 FirstName LastName Bill Chen LBBB Merger Corp. January 31, 2023 Page 2 Variable interest entity, page F-7 2.We note your response to comment 4. As previously requested, please clarify for us and disclose if Nature's Miracle/Visiontech provided consent to surrender its right to collect amounts due from Upland. 3.We further note your response to comment 4 only addresses sub-paragraph 'd' of ASC 810-10-25-43. As previously requested, please provide us with a full accounting analysis as to how you determined that an assignment of the unsecured promissory note to related parties should result in deconsolidation of Upland. Your response should reference all pertinent accounting literature used in your analysis. Note 1 - Nature of business and organization, page F-26 4.Since Nature’s Miracle was formed solely to facilitate a merger between Visiontech and Hydroman, we do not believe it is a business. We refer to guidance in ASC 805-10-55-5D and 5E. Please revise accordingly. 5.We note that your response to comment 8 states that Visiontech and Hydroman "did not have formal common control" before their combination with Nature's Miracle. If no common control existed prior to their combination with Nature's Miracles it is unclear how your accounting for the transaction complies with ASC 805-10-25-4, which requires that "[f]or each business combination, one of the combining entities shall be identified as the acquirer." Please revise, accordingly. General 6.We note based on disclosure on page 171 that Jinlong (David) Du will serve as Director of New Nature’s Miracle following the Business Combination. Mr. Du is also the CEO of Megaphoton, Inc. Given that Megaphoton, Inc. is also your major supplier, please disclose the related party nature of transactions with Megaphoton, Inc. throughout your filing.

FirstName LastNameBill Chen Comapany NameLBBB Merger Corp. January 31, 2023 Page 3 FirstName LastName Bill Chen LBBB Merger Corp. January 31, 2023 Page 3 You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Inessa Kessman, Senior Staff Accountant, at 202-551-3371 if you have questions regarding comments on the financial statements and related matters. Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jeff Kauten, Staff Attorney, at 202-551-3447 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Giovanni Caruso

Show Raw Text
United States securities and exchange commission logo
January 31, 2023
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 20, 2023
File No. 333-268343
Dear Bill Chen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Financial Statements
Nature's Miracle, Inc.
Consolidated and Combined Statements of Cash Flows, page F-5
1.We note your response to comment 3.  It appears you combine cash and non-cash
transactions, please revise to disclose non-cash investing and finance activities separately
in accordance with ASC 230-10-50-3 through 50-6.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 January 31, 2023 Page 2
 FirstName LastName
Bill Chen
LBBB Merger Corp.
January 31, 2023
Page 2
Variable interest entity, page F-7
2.We note your response to comment 4.  As previously requested, please clarify for us and
disclose if Nature's Miracle/Visiontech provided consent to surrender its right to collect
amounts due from Upland.
3.We further note your response to comment 4 only addresses sub-paragraph 'd' of ASC
810-10-25-43.  As previously requested, please provide us with a full accounting analysis
as to how you determined that an assignment of the unsecured promissory note to related
parties should result in deconsolidation of Upland.  Your response should reference all
pertinent accounting literature used in your analysis.
Note 1 - Nature of business and organization, page F-26
4.Since Nature’s Miracle was formed solely to facilitate a merger between Visiontech and
Hydroman, we do not believe it is a business.  We refer to guidance in ASC 805-10-55-5D
and 5E.  Please revise accordingly.
5.We note that your response to comment 8 states that Visiontech and Hydroman "did not
have formal common control" before their combination with Nature's Miracle. If no
common control existed prior to their combination with Nature's Miracles it is unclear
how your accounting for the transaction complies with ASC 805-10-25-4, which requires
that "[f]or each business combination, one of the combining entities shall be identified as
the acquirer."  Please revise, accordingly.
General
6.We note based on disclosure on page 171 that Jinlong (David) Du will serve as Director of
New Nature’s Miracle following the Business Combination. Mr. Du is also the CEO of
Megaphoton, Inc.  Given that Megaphoton, Inc. is also your major supplier, please
disclose the related party nature of transactions with Megaphoton, Inc. throughout your
filing.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 January 31, 2023 Page 3
 FirstName LastName
Bill Chen
LBBB Merger Corp.
January 31, 2023
Page 3
            You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Inessa
Kessman, Senior Staff Accountant, at 202-551-3371 if you have questions regarding comments
on the financial statements and related matters.  Please contact Kyle Wiley, Staff Attorney, at
202-344-5791 or Jeff Kauten, Staff Attorney, at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso