Correspondence 0001013762-23-003592 from Nature's Miracle Holding Inc. (NMHI)
Nature's Miracle Holding Inc.
Date: Oct. 12, 2023 · CIK: 0001947861 · Accession: 0001013762-23-003592
AI Filing Summary & Sentiment
File numbers found in text: 333-268343
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CORRESP
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345 Park Avenue
New York, NY 10154-1895
Direct 212.407.4000
Main 212.407.4000
Fax 212.407.4990
Via Edgar
October 12, 2023
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Mr. Kyle
Wiley
Mr. Jeff
Kauten
Re:
LBBB Merger Corp.
Amendment No. 2 to Registration
Statement on Form S-4
Filed January 20, 2023
File No. 333-268343
Dear Mr. Wiley and Mr. Kauten:
On behalf of LBBB Merger
Corp. (the “Company”), we are hereby responding to the letter, dated January 31, 2023 (the “Comment
Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding
the Company’s Registration Statement on Form S-4, File No. 333-268343 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is submitting its Amendment No. 3 to the Registration Amendment (“Amended
Registration Statement”) and certain exhibits thereto via EDGAR to the Commission for review in accordance with the procedures
of the Commission.
The Company has responded
to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if the
Company has not so revised the Registration Statement, or by providing supplemental information as requested. The Staff’s comments
are repeated below in bold and followed by the Company’s response. We have included page references to the Amended Registration
Statement where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set
forth in the Amended Registration Statement. The changes reflected in the Amended Registration Statement include those made in response
to the Staff’s comments as well as other updates.
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.
Response: In accordance
with the Staff’s comment, Nature’s Miracle has revised the cash flow statements accordingly on page F-33 of the Amended Registration
Statement. The financial statements of Hydroman Inc., have also been included beginning on page F-58 of the Amended Registration Statement.
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.
Response: Yes. Nature’s
Miracle/Visiontech did provide the consent to surrender its right to collect from Upland. Please see attached as Exhibit A to this
letter an assignment agreement executed by Nature’s Miracle/Visiontech. Please also see the response under 3.
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.
Response: Upon further
evaluation and analysis ASC 810, Nature’s Miracle believes that it does have a variable interest in Upland even after the assignment
of the notes from Upland to the shareholders of Upland since the shareholders of Upland are significant shareholders of Nature’s
Miracle as well and are considered de facto agents of Nature’s Miracle. As a result, Nature’s Miracle continued to consolidate
Upland. Nature’s Miracle has revised the disclosure at pages F-8, F-16, F-36 and F-43 of the Amended Registration Statement.
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.
Response: Nature’s
Miracle has revised the accounting treatment and disclosure on page F-35 to state that the combination between Visontech and Nature’s
Miracle was treated as a reverse recapitalization for financial reporting purpose. Visiontech was the accounting acquirer in accordance
with ASC 805-10 while Nature’s Miracle was treated as the “acquired” company.
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.
Response: Supplementing
the response to comment 4 above, Nature’s Miracle accounted for the acquisition of Hydroman as a business combination under ASC
805. Nature’s Miracle (post combination with Visiontech) was the acquirer and Hydroman was the acquiree in accordance with 805-10-25-4
and 5 because the shareholders of Visiontech hold a 40% share of the combined entity as opposed to the 29% share held by the shareholders
of Hydroman and their relative sizes of Visiontech to Hydroman in terms of total assets and revenue.
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.
Response:
Mr. Jinlong Du is no longer a director of Nature’s Miracle as of April 17, 2022 and will not serve as a director of the
post-Business Combination Company. The disclosure on pages 177, F-22 and F-49 of the Amended Registration Statement has been revised
accordingly.
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Please do not hesitate to contact Giovanni Caruso, Esq. at (212) 407-4866 of Loeb & Loeb LLP or David Manno, Esq. at (212) 981-6772 of Sichenzia
Ross Ference Carmel LLP with any questions or comments regarding this letter.
Sincerely,
/s/
Giovanni Caruso
Giovanni Caruso
cc:
Bill Chen, LBBB Merger
Corp.
James Li, Nature’s
Miracle, Inc.
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Exhibit A
ASSIGNMENT AND ASSUMPTION OF UNSECURED PROMISSORY
NOTE
This Assignment and Assumption of Unsecured Promissory
Note (“Agreement”), dated as of August 27, 2022 by and among Upland 858 LLC. (“Assignor”) and Zhiyi Zhang, Vartor
Vahe Doudakian and Yang Wei (“Assignees”).
A. The
following documents are referred to herein as the “Assigned Note”:
1. Unsecured Promissory Note
dated as of August 27, 2021, executed by Visiontech Group, Inc. (the “Lender”) and Upland 858, LLC (the “Borrower”)
in the original principal amount of $1,574,078.70, attached hereto as Exhibit “A”.
B. Assignor
desires to assign its rights and obligations under the Assigned Note to Assignees, who are members of the Borrower, and Assignees desire
to assume all of Assignor’s rights and obligations under the Assigned Note on the terms and conditions hereof.
In consideration of the foregoing,
and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignees and Assignor hereby agree:
1. Assignment
and Delegation. Effective as of the date hereof, Assignor hereby grants, assigns and transfers to Assignees all of Assignor’s
right, title and interest in and to the Assigned Note, and transfers and delegates to Assignees all of Assignor’s duties, liabilities
and obligations under the Assigned Note of every kind and nature whatsoever, subject to all of the terms and provisions of the Assigned
Note.
2. Acceptance
and Assumption. Effective as of the date hereof, Assignees hereby accept the foregoing grant, assignment, transfer and delegation
and assume and agree to fully and completely perform all of Assignor’s duties, liabilities and obligations under the Assigned Note
of every kind and nature whatsoever, subject to all of the terms and provisions of the Assigned Note.
3. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California.
4. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute
one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
A-1
IN WITNESS WHEREOF, Assignees
and Assignor have caused this Assignment and Assumption of Unsecured Promissory Note to be duly executed as of the date first written
above.
Assignor:
Upland 858 LLC
By:
/s/ Zhiyi Zhang
Zhiyi Zhang, President
Assignees:
Vartor Vahe Doudakian
By:
/s/ Vartor Vahe Doudakian
Zhiyi Zhang
By:
/s/ Zhiyi Zhang
Yang Wei
By:
/s/ Yang Wei
Lender:
Visiontech Group, Inc.
By:
/s/ Zhiyi Zhang
Zhiyi Zhang, President
A-2
Exhibit “A”
Unsecured Promissory Note dated as of August 27,
2021, executed by Borrower and Lender in
the original principal amount of $1,574,078.70
A-3