SecProbe.io

October 29, 2024
Tie (James) Li
Chief Executive Officer
Nature's Miracle Holding Inc.
3281 E. Guasti Road, Suite 175
Ontario, CA 91761
Re:Nature's Miracle Holding Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 28, 2024
File No. 333-282487
Dear Tie (James) Li:
            We have conducted a limited review of your 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.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.You added disclosure that you received a notification letter from Nasdaq on October
24, 2024 that Nasdaq has determined to delist your common stock from the Nasdaq
Global Market. Please revise your cover page to disclose this and provide a cross-
reference to a longer discussion of the effects and risks of Nasdaq delisting your
common stock.
2.We note that your Series A Warrants will be exercisable into one share of common
stock at the same price as the units being publicly offered, subject to adjustments,
based on your current common stock market price. Please clarify that the one share
per Series A Warrants may be adjusted to a much as 5 shares of common stock for
each Series A Warrant and the exercise price may be as low as 20% of the unit
offering price as a result of these adjustments.

October 29, 2024
Page 2
Prospectus Summary
Nasdaq Letters on MVPHS and MVLS, page 5
3.You added disclosure here that you intend to submit a hearing request to the Nasdaq
Hearings Panel to appeal Nasdaq's delisting determination. Please revise to describe
how the hearing process works, including whether there is a timeline pursuant to
which you must submit your appeal and the Nasdaq Hearings Panel must make a
decision on your appeal. Additionally, please discuss the consequences to the
company and its stockholders if Nasdaq denies your appeal. For example, if Nasdaq
denies your appeal, clarify whether you believe you would be eligible to be listed on a
lower tier of Nasdaq or whether your stock would only be quoted over-the-counter.
Ensure your discussion here and in your risk factors section discusses related risks,
such as material impacts to credit or investor agreements, your liquidity and the price
of your common stock.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Edwin Kim at 202-551-3297 or Mitchell Austin at 202-551-3574 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:David B. Manno, Esq.