SEC Comment Letter 0000000000-23-013322 to Nature's Miracle Holding Inc. (NMHI)
Nature's Miracle Holding Inc.
Date: Dec. 6, 2023 · CIK: 0001947861 · Accession: 0000000000-23-013322
AI Filing Summary & Sentiment
File numbers found in text: 333-268343
Letter
United States securities and exchange commission logo December 6, 2023 Bill Chen Chief Executive Officer LBBB Merger Corp. 667 Madison Avenue New York, NY 10065 Re:LBBB Merger Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed November 21, 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 November 8, 2023 letter. Amendment No. 4 to Registration Statement on Form S-4 Nature's Miracle's Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations For the nine months ended September 30, 2023 and 2022, page 148 1.Please tell us why you deleted disclosure on page 148 that provided a quantitative analysis about the changes in revenue and cost of revenue for periods presented. Please provide a more robust analysis for the significant decreases in revenue and cost of revenue both in quantitative and qualitative terms. For example, expand on your discussion of slower customer demand and the more competitive market that led to the significant decrease in revenue and note the primary drivers of these changes and if you expect them to be temporary or permanent. We refer to guidance in Item 303 of Regulation S-K.
FirstName LastNameBill Chen Comapany NameLBBB Merger Corp. December 6, 2023 Page 2 FirstName LastName Bill Chen LBBB Merger Corp. December 6, 2023 Page 2 Unaudited Pro Forma Condensed Combined Balance Sheet As of September 30, 2023, page 170 2.We note you show a negative cash balance in your pro forma combined balance sheet. Please revise, to show this balance as a liability / bank overdraft. Nature’s Miracle, Inc. Notes to Unaudited Consolidated Financial Statements Note 3 - Basis of presentation and summary of significant accounting policies Segment reporting, page F-14 3.We note your response to our previous comment 7. Please expand your response to: •Tell us what financial information is provided to your chief operating decision maker (i.e., CODM) and the frequency in which it is provided. •Tell us the title and describe the role of each of the individuals who reports to your CODM. •Tell us how often the CODM meets with each of his direct reports, the nature of any financial information the CODM receives or discusses with his direct reports when they meet, and the other participants at those meetings. Lakeshore Acquisition II Corp. Notes to Unaudited Condensed Consolidated Financial Statements Note 7 - Commitments and Contingencies Bonus Shares, page F-92 4.We note based on your disclosure on page F-92 that as of September 30, 2023 you committed to issue an aggregate of 56,000 bonus shares of PubCo related to loan agreements entered into in March, July, August, and September 2023. Disclose how you plan to account for the issuance of the bonus shares. Refer to your basis in accounting literature. Tell us how you considered the presentation of these issuances in your pro forma unaudited financial statements. General 5.We note your disclosure on page 174 that "under this full redemption scenario, the cash position of the combined PubCo would be negative without any further financing." Given the net tangible asset requirement to complete the Business Combination and the significant number of redemptions to date, please revise your disclosure where relevant to discuss the likelihood of any additional financing and whether you intend to waive this condition if necessary.
FirstName LastNameBill Chen Comapany NameLBBB Merger Corp. December 6, 2023 Page 3 FirstName LastName Bill Chen LBBB Merger Corp. December 6, 2023 Page 3 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
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United States securities and exchange commission logo
December 6, 2023
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed November 21, 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 November 8, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Nature's Miracle's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
For the nine months ended September 30, 2023 and 2022, page 148
1.Please tell us why you deleted disclosure on page 148 that provided a quantitative analysis
about the changes in revenue and cost of revenue for periods presented. Please provide a
more robust analysis for the significant decreases in revenue and cost of revenue both in
quantitative and qualitative terms. For example, expand on your discussion of slower
customer demand and the more competitive market that led to the significant decrease in
revenue and note the primary drivers of these changes and if you expect them to be
temporary or permanent. We refer to guidance in Item 303 of Regulation S-K.
FirstName LastNameBill Chen
Comapany NameLBBB Merger Corp.
December 6, 2023 Page 2
FirstName LastName
Bill Chen
LBBB Merger Corp.
December 6, 2023
Page 2
Unaudited Pro Forma Condensed Combined Balance Sheet As of September 30, 2023, page 170
2.We note you show a negative cash balance in your pro forma combined balance sheet.
Please revise, to show this balance as a liability / bank overdraft.
Nature’s Miracle, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 3 - Basis of presentation and summary of significant accounting policies
Segment reporting, page F-14
3.We note your response to our previous comment 7. Please expand your response to:
•Tell us what financial information is provided to your chief operating decision maker
(i.e., CODM) and the frequency in which it is provided.
•Tell us the title and describe the role of each of the individuals who reports to your
CODM.
•Tell us how often the CODM meets with each of his direct reports, the nature of any
financial information the CODM receives or discusses with his direct reports when
they meet, and the other participants at those meetings.
Lakeshore Acquisition II Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 7 - Commitments and Contingencies
Bonus Shares, page F-92
4.We note based on your disclosure on page F-92 that as of September 30, 2023 you
committed to issue an aggregate of 56,000 bonus shares of PubCo related to loan
agreements entered into in March, July, August, and September 2023. Disclose how you
plan to account for the issuance of the bonus shares. Refer to your basis in accounting
literature. Tell us how you considered the presentation of these issuances in your pro
forma unaudited financial statements.
General
5.We note your disclosure on page 174 that "under this full redemption scenario, the cash
position of the combined PubCo would be negative without any further financing." Given
the net tangible asset requirement to complete the Business Combination and
the significant number of redemptions to date, please revise your disclosure where
relevant to discuss the likelihood of any additional financing and whether you intend to
waive this condition if necessary.
FirstName LastNameBill Chen
Comapany NameLBBB Merger Corp.
December 6, 2023 Page 3
FirstName LastName
Bill Chen
LBBB Merger Corp.
December 6, 2023
Page 3
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