Correspondence 0001213900-22-083257 from Nature's Miracle Holding Inc. (NMHI)
Nature's Miracle Holding Inc.
Date: Dec. 28, 2022 · CIK: 0001947861 · Accession: 0001213900-22-083257
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File numbers found in text: 333-268343
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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
December 28, 2022
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.
Registration
Statement on Form S-4
Filed
November 14, 2022
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 December 14, 2022 (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. 1 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.
Registration Statement on Form
S-4 filed November 14, 2022
Summary of the Proxy Statement/Prospectus
The Parties to the Business Combination,
page 22
1. We note that certain shareholders agreed to waive their
redemption rights. Please describe any consideration provided in exchange for this agreement.
Response:
The disclosure on page 60 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
Risk Factors
Risk Related to Nature’s
Miracle’s Business and Industry, page 41
2. We note that you are “setting up a manufacturing facility
of grow lights in Manitoba, Canada and may set up additional manufacturing and assembly facilities in North America.” We also note
that as of June 30, 2022, Megaphoton, a Chinese grow light manufactured accounted for 81% of your vendor purchases. Please add risk factor
disclosure to discuss the potential risks that may arise by transitioning from low cost Chinese manufacturing to higher cost U.S. and
Canadian manufacturing.
Response:
The disclosure on page 49 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
3. We note that a significant portion of Nature’s Miracle’s
products are purchased from Megaphoton, Inc., a manufacturer of grow lights in China. Please add a risk factor that discloses the risks
to investors of having your primary supplier based China.
Response:
The disclosure on page 49 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
Our reliance on a limited
base of suppliers for our products may result in disruptions to our business..., page 48
4. We note that during the fiscal years 2021 and 2020 your
five largest suppliers accounted for 95% and 97% of your total dollar volume of the transactions between all of your suppliers. We also
note that Metaphoton, Inc. accounted for 46% and 69% of total vendor purchases for the same periods, respectively. To the extent that
you are dependent on one or more suppliers, please identify the supplier(s) and describe the material terms of any material agreements
with these suppliers.
Response:
The disclosure on pages 48 and 139 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
Proposal No. 3 The Merger Proposal
The Merger and Merger Consideration, page 82
5. It appears that underwriting fees remain constant and
are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares
at each redemption level presented in your sensitivity analysis related to dilution.
Response: The disclosure
on pages 36 and 163 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
Background of the Business
Combination, page 89
6. We note your disclosure that “The private units are
identical to the units sold in the IPO, except that the private warrants are not redeemable so long as they are held by the purchaser
or its permitted transferees.” We also note your risk factor disclosure on page 65 indicating that “The private warrants have
terms and provisions that are identical to those of the warrants being sold as part of the LBBB Units, including with respect to redeemability.”
Please revise this inconsistency or advise.
Response:
The disclosure on page 91 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
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Summary of NMI Financial Analysis,
page 95
7. We note your disclosure that there are “assumptions
and estimates underlying the prospective financial information...” Please quantify and expand your discussion of the assumptions
and estimates that formed the basis for the financial projections.
Response:
The disclosure on pages 96 and 97 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
Material
U.S. Federal Income Tax Consequences, page 115
8. We note that LBBB intends that the Reincorporation will
qualify as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code. Given the parties’
representation that U.S. Holders of Lakeshore securities generally should not recognize gain or loss for U.S. federal income tax purposes
on the Reincorporation, revise to include counsel’s tax opinion as an exhibit. See Item 601(b)(8) of Regulation S-K.
Response:
The disclosure on page 116 of the Amended Registration Statement has been revised in accordance with the Staff’s comment, and the
requested tax opinion has been filed as Exhibit 8.1.
Business of Nature’s Miracle Our
Core Competitive Strengths Our Products, page 129
9. We note your disclosure that “[you] are a global
provider of equipment for the CEA industry.” We also note that “[you] primarily serve the North American market” and “have
developed a robust customer base in the U.S. and Canada.” Please quantify the portion of your revenues that are generated outside
of North America.
Response:
Nature’s Miracle does not currently have revenues outside of North America. The disclosure on page 129 of the Amended Registration
Statement and elsewhere has been revised to clarify that Nature’s Miracle’s revenues are from North America and to remove
the term “global” when referring to Nature’s Miracle being a provider of equipment for the CEA industry.
Nature’s Miracle’s Management’s
Discussion and Analysis ... Results of Operations, page 143
10. It is unclear to us how the combination of Visiontech
and Hydroman, as discussed on pages 144 and 145, resulted in increased revenue, cost of revenue, and selling, general and administrative
expenses. Please revise Nature’s Miracle’s results of operations discussion, in accordance with Item 303(b)(2) of Regulation S-K to provide
clarity and to provide greater insight to your investors regarding the underlying causes of increases or decreases in the components
of Nature’s Miracle’s net income.
Response: The disclosure
on pages 147 and 148 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
11. In the discussion of Nature’s Miracle’s results of operations
multiple factors are identified as impacting your results of operations but no quantification of the contribution of each factor to the
material changes in the various line items were provided. For instance, on page 144, Nature’s Miracle attributes an increase in revenues
mainly due to startup of its Hydroman business and to fast light industry growth without quantifying the related revenue growth arising
therefrom. You also broadly attributed increases in costs of revenues and general and administrative expenses mainly to several factors,
which were not quantified. Please refer to Item 303(b) of Regulation S-K and revise throughout to discuss qualitatively and quantitatively
such factors effecting material changes in line items, including where material changes within a line items offset one another. In addition,
you should remove vague terms such as mainly in favor of specific quantifications.
Response:
The disclosure on pages 147 and 148 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
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12. It appears from the disclosures on page F-28, that Visiontech
and Hydroman purchased in excess of 75% on Nature’s Miracle’s cost of goods sold from a current and a former related party: UniNetGlobal,
Inc. and Megaphoton. Further, we note from the penultimate paragraph of page F-14 that “all purchases from UniGlobal Inc. are products
originally manufactured by MegaPhoton, Inc.” In light of Nature’s Miracle’s reliance on these two venders, tell us and disclose
the following:
● The extent to which Nature’s Miracle expects to source
products and materials from these two vendors to support future operations;
● The planned timeline for transitioning of product sourcing
from China to North American manufacturing operations;
● Any agreements and/or commitments to continue to source
products from these vendors in the future;
● The nature of the products supplied by these two venders,
for example whether finished goods and/or raw material are purchased;
● The extent to which you expect future North American manufacturing
operations to rely upon Chinese sources for raw materials and work-in-progress;
● Whether or not the acquisition costs of such products
approximated competitive prices offered by third parties, and if not how any material price discounts and/or premiums provided impacted
Nature’s Miracle’s results from operations and
● How transitioning from a low cost manufacturing environment
such as China to higher cost manufacturing environments in North American may affect your future results.
Response: The disclosure
on page 145 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
Liquidity and Capital Resources,
page 145
13. We note that Nature’s Miracle’s accounts receivable balance
appears to have significantly increased at December 31, 2021 and then again at June 30, 2022. We further note that Nature’s Miracle,
Visiontech, and Hydroman entered into five factoring arrangements subsequent to June 30, 2022. Please revise Nature’s Miracle’s discussion
of liquidity and capital resources in accordance with Items 303(b)(1) and 303(b)(1)(i) of Regulation S-K. Analyze Nature’s Miracle’s
ability to generate and obtain adequate amounts of cash to meet its short and long term requirements and plans. Identify known trends,
commitments, and uncertainties, such as those related to accounts receivable aging and collections that will result in and/or that are
reasonably likely to result in Nature’s Miracle’s income from operations increasing or decreasing in a material way. Include a discussion
of all factoring agreements and/or debt agreements entered into up to the date of the filing.
Response:
The disclosure on pages 148 and 149 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
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14. Further, clearly address and quantify the cost of Nature’s
Miracle’s factoring arrangements and their impact on Nature’s Miracle’s future cash flows from receivables as amounts borrowed are repaid.
Address the reasons why Nature’s Miracle’s customers are slow to pay amounts due and whether and when management expects receivables
collection to improve.
Response:
The disclosure on page 149 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
15. Please expand Nature’s Miracle’s discussion of its liquidity
to address the cash flow requirements related to its set-up of a Canadian manufacturing facility, as well as its intended expansion into
North American manufacturing.
Response:
The disclosure on page 149 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
16. We note based on disclosure on page F-16 that on August
27, 2022, Upland 858, LLC entered into an assignment and assumption of unsecured promissory note with Zhiyi Zhang, Vartor Vahe Doudakian
and Yang Wei (collectively “Assignees”). Please disclose the effect the promissory note assignment and assumption had on
your financial statement. Disclose the business reason for entering into this assignment and assumption.
Response:
The disclosure on page F-7 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.
Notes to Unaudited Pro Form Condensed
Combined Financial Statements, page 164
17. With regard to your adjustment (E), you state that “based
on Merger Agreement, the aggregate number of shares of PubCo issued to Nature’s Miracle’s common stock holders will be adjusted
as an aggregate value of $230,000,000 net of any Closing Net Indebtedness (as defined in the Merger Agreement), and then divided by $10.00
per share. This effect is not adjusted in the Pro Forma statements.” Disclose the potential effect of this adjustment and why it
is not presented in your pro forma financial statements. Disclose if any new debt will be entered into in conjunction with this transaction.
Tell us how you considered Item 11-01(a)(8) of Regulation S-X regarding showing the effect of potential indebtedness in your pro forma
financial statements.
Response:
The disclosure on page F-45 and page 170, paragraph (E) of the Amended Registration Statement has been revised in accordance
with the Staff’s comment.
Financial Statements
Nature’s Miracle, Inc.
Consolidated and Combined
Statements of Cash Flows for the Six Months Ended June 30, 2022,
page F-5
18. Please explain why the consolidation of Upland 858 LLC
and a reverse merger resulted in $1,459,253 and $239,139 cash inflow from investing activities. Refer to your basis in accounting literature.
Response:
Visiontech lent Upland 858, LLC $1,459,253 in 2021 for the purchase of the property on 858 N. Central Avenue, Upland, CA. However, the
purchase of the property only occurred at the end of the January 2022. As a result of consolidating Upland into Visiontech’s balance
sheet in 2022, the $1.4 million cash balance was included as part of Nature’s Miracle’s cash flow statement for the period
ended on 6/30/2022. $239.139 was the net amount of the $394,000 subscription capital less expenses incurred up until June 1, 2022 when
the merger of Nature’s Miracle, Visiontech and Hydroman occurred.
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Note 2 - Basis of Presentation
and Summary of significant accounting policies
Variable interest entity,
page F-7
19. Please disclose when you determined Upland 858 LLC to
be a variable interest entity that should be consolidated. Explain how you came to that conclusion. Refer to your basis in accounting
literature. We note, according to your audited financial statements, Upland 858 LLC was not considered a variable interest entity as
of December 31, 2021.
Response:
Upland 858 LLC was formed in 2021 with the purp