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SEC Comment Letter 0000000000-23-012263 to Nature's Miracle Holding Inc. (NMHI)

Nature's Miracle Holding Inc.
Date: Nov. 8, 2023 · CIK: 0001947861 · Accession: 0000000000-23-012263

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File numbers found in text: 333-268343

Date
November 8, 2023
Author
Office of Technology
Form
UPLOAD
Company
Nature's Miracle Holding Inc.

Letter

United States securities and exchange commission logo November 8, 2023 Bill Chen Chief Executive Officer LBBB Merger Corp. 667 Madison Avenue New York, NY 10065 Re:LBBB Merger Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed October 12, 2023 File No. 333-268343 Dear Bill Chen: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 31, 2023 letter. Amendment No. 3 to Registration Statement on Form S-4 Unaudited Pro Forma Condensed Combined Financial Information, page 167 1.Please explain why you do not adjust for Nature's Miracle's deferred offering costs recorded in assets as of June 30, 2023. 2.We note adjustment (J) relates to shares issued for a loan guarantee. Tell us why the debit for adjustment (J) is reflected in additional paid-in capital.

FirstName LastNameBill Chen Comapany NameLBBB Merger Corp. November 8, 2023 Page 2 FirstName LastName Bill Chen LBBB Merger Corp. November 8, 2023 Page 2 3.We note adjustment (K) reflects a “potential financing transaction for $5,000,000 associated with the Business Combination under the full redemption scenario in order to reach practical cash balance.” Please revise the disclosure to state the basis for your belief that obtaining this financing is probable or delete the amount of the adjustment in the pro forma balance sheet and only include note disclosure of the status of funding negotiations and the type of funding being negotiated. If the funding is not probable at this time, please revise the pro forma balance sheet to prominently present your negative cash position prior to any future funding. Executive Officer and Director Compensation, page 188 4.Revise to include updated executive compensation disclosure for the fiscal year ended December 31, 2022. Unaudited Condensed Consolidated Statements of Cash Flows, page F-6 5.Please explain your line item "Shares issued to acquire net assets of Hydroman" for $20,000,000. The $20,000,000 balance does not agree with your disclosure on pages F-4, F-17, F-32, F-34 and F-44. Notes to Unaudited Consolidated Financial Statements Note 3 - Basis of presentation and summary of significant accounting policies Revenue recognition, page F-13 6.On page F-13 you state that "Shipping and handling costs are deemed fulfillment costs and recorded as selling expenses." However, on pages F-10 and F-14 you state that freight and delivery fees are included in cost of revenue. Please explain the apparent contradiction between these two statements. Segment reporting, page F-14 7.We note your disclosure on page F-14 states that you only have one reportable segment and that you do not distinguish between markets or segments for the purpose of internal reporting. However, based on your disclosures on pages 148 and 149 you appear to track revenue and cost of revenue for both your "Visiontech" and "Hydroman" businesses, providing you with discrete financial information below the consolidated level. Please tell us how you considered ASC 280-10-50 in determining your operating and reportable segments and ASC 350-20-35-33 through 35-46 in determining your reporting units. To the extent that you have aggregated multiple operating segments into a single reportable segment, please also tell us your basis for doing so.

FirstName LastNameBill Chen Comapany NameLBBB Merger Corp. November 8, 2023 Page 3 FirstName LastName Bill Chen LBBB Merger Corp. November 8, 2023 Page 3 Note 16 - Subsequent events, page F-28 8.We note based on your disclosure on page F-28 that on August 23, 2023, you issued shares of common stock and stock options to your executives and director. Please disclose the future expense associated with these issuances in your MD&A. Disclose the period when the expense will be reflected in your statement of operations. Report of Independent Registered Public Accounting Firm, page F-29 9.We note that the accounting acquirer, Nature's Miracle, Inc., changed auditors on May 16, 2023. Please provide the disclosures required by Item 304 of Regulation S-K with respect to any changes in the accounting acquirer’s auditor. Please contact Joseph Kempf at 202-551-3352 or Inessa Kessman at 202-551-3371 if you have questions regarding comments on the financial statements and related matters. Please contact Kyle Wiley at 202-344-5791 or Jeff Kauten 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
November 8, 2023
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed October 12, 2023
File No. 333-268343
Dear Bill Chen:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 31, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 167
1.Please explain why you do not adjust for Nature's Miracle's deferred offering costs
recorded in assets as of June 30, 2023.
2.We note adjustment (J) relates to shares issued for a loan guarantee.  Tell us why the debit
for adjustment (J) is reflected in additional paid-in capital.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 November 8, 2023 Page 2
 FirstName LastName
Bill Chen
LBBB Merger Corp.
November 8, 2023
Page 2
3.We note adjustment (K) reflects a “potential financing transaction for $5,000,000
associated with the Business Combination under the full redemption scenario in order to
reach practical cash balance.”  Please revise the disclosure to state the basis for your belief
that obtaining this financing is probable or delete the amount of the adjustment in the pro
forma balance sheet and only include note disclosure of the status of funding negotiations
and the type of funding being negotiated.  If the funding is not probable at this time,
please revise the pro forma balance sheet to prominently present your negative cash
position prior to any future funding.
Executive Officer and Director Compensation, page 188
4.Revise to include updated executive compensation disclosure for the fiscal year ended
December 31, 2022.
Unaudited Condensed Consolidated Statements of Cash Flows, page F-6
5.Please explain your line item "Shares issued to acquire net assets of Hydroman" for
$20,000,000.  The $20,000,000 balance does not agree with your disclosure on pages F-4,
F-17, F-32, F-34 and F-44.
Notes to Unaudited Consolidated Financial Statements
Note 3 - Basis of presentation and summary of significant accounting policies
Revenue recognition, page F-13
6.On page F-13 you state that "Shipping and handling costs are deemed fulfillment costs
and recorded as selling expenses."  However, on pages F-10 and F-14 you state that
freight and delivery fees are included in cost of revenue.  Please explain the apparent
contradiction between these two statements.
Segment reporting, page F-14
7.We note your disclosure on page F-14 states that you only have one reportable segment
and that you do not distinguish between markets or segments for the purpose of internal
reporting. However, based on your disclosures on pages 148 and 149 you appear to track
revenue and cost of revenue for both your "Visiontech" and "Hydroman" businesses,
providing you with discrete financial information below the consolidated level. Please tell
us how you considered ASC 280-10-50 in determining your operating and reportable
segments and ASC 350-20-35-33 through 35-46 in determining your reporting units. To
the extent that you have aggregated multiple operating segments into a single reportable
segment, please also tell us your basis for doing so.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 November 8, 2023 Page 3
 FirstName LastName
Bill Chen
LBBB Merger Corp.
November 8, 2023
Page 3
Note 16 - Subsequent events, page F-28
8.We note based on your disclosure on page F-28 that on August 23, 2023, you issued
shares of common stock and stock options to your executives and director.  Please
disclose the future expense associated with these issuances in your MD&A.  Disclose the
period when the expense will be reflected in your statement of operations.
Report of Independent Registered Public Accounting Firm, page F-29
9.We note that the accounting acquirer, Nature's Miracle, Inc., changed auditors on May 16,
2023.  Please provide the disclosures required by Item 304 of Regulation S-K with respect
to any changes in the accounting acquirer’s auditor.
            Please contact Joseph Kempf at 202-551-3352 or Inessa Kessman at 202-551-3371 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Jeff Kauten at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso