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Correspondence 0001213900-23-100088 from Nature's Miracle Holding Inc. (NMHI)

Nature's Miracle Holding Inc.
Date: Dec. 29, 2023 · CIK: 0001947861 · Accession: 0001213900-23-100088

AI Filing Summary & Sentiment

File numbers found in text: 333-268343

Date
Dec. 29, 2023
Author
/s/
Form
CORRESP
Company
Nature's Miracle Holding Inc.

Letter

Division of Corporation Finance Attention: Mr. Kyle Wiley Re: LBBB Merger Corp. Amendment No. 5 to Registration Statement on Form S-4 Filed December 13, 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 December 27, 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”).

The Staff’s comment is repeated below in bold and followed by the Company’s response.

Amendment No. 5 to Registration Statement on Form S-4

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

1. We note your response to prior comment three. However, your response did not address how the discrete financial information of Visiontech and Hydroman is used in managing your business. Please tell us who looks at the discrete financial information of Visiontech and Hydroman. Tell us how that information is used and why you continue to track it. Tell us if budgets are prepared at the Visiontech and Hydroman level.

Response:

The discrete financial information of Visiontech and Hydroman are generated because these are two legal entities with two separate accounting systems even though they together form the single grow light segment for Nature’s Miracle, Inc. (“NMI”). Since January 1, 2023, NMI has integrated the operations of the two companies and centralized the sales force, operations personnel and accounting and finance functions for both Visiontech and Hydroman. Discrete financial reports are produced on a quarterly basis for the two entities and are the basis to produce consolidated financial reports for NMI as we are still in the process of deploying a company-wide ERP system that will replace two legacy systems.

The discrete financial information for the two entities are reviewed and consolidated by Zhiyi (Jonathan) Zhang, president of NMI, who is the manager of “grow light” segment, currently the Company’s only segment. The consolidated information is then passed along to James Li, the company’s Chief Executive Officer and chief operating decision maker (“CODM”).

The discrete information is primarily used for three purposes: (1) to form the overall assessment of the grow light business; (2) to file quarterly and annual federal and state taxes because of the existence of two legal entities; (3) to prepare the quarterly and annual consolidated financial statements for NMI.

NMI tracks the discrete financial information primarily due to legacy issues as these were two separate legal entities prior to the merger/acquisition with NMI in June 2022, notwithstanding that the operations of the two entities have been substantially integrated with a shared sales force, warehouse personnel and accounting functions. NMI is also required to file separate corporate tax returns for each of the entities with the federal and state government.

NMI primarily develops its budget on a consolidated level which includes projected revenue, projected cost of revenue and projected selling, general and administrative expenses. The budgets of Visiontech and Hydroman are jointly developed, because the sales, operations, and finance teams serve both legal entities collectively, because the products of both legal entities are complementary and designed to drive sales together.

Based on the above, NMI concluded that it has one operating segment.

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

Show Raw Text
CORRESP
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filename1.htm

    345
                                            Park Avenue

                                                                      New
                                            York, NY 10154-1895

    Direct
                                            212.407.4000

                                                                      Main
                                            212.407.4000

                                                                      Fax
                                            212.407.4990

December
29, 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. 5 to Registration
    Statement on Form S-4

    Filed December 13, 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 December 27, 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”).

The
Staff’s comment is repeated below in bold and followed by the Company’s response.

Amendment
No. 5 to Registration Statement on Form S-4

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

    1.
    We note your response to
    prior comment three. However, your response did not address how the discrete financial information of Visiontech and Hydroman is
    used in managing your business. Please tell us who looks at the discrete financial information of Visiontech and Hydroman. Tell us
    how that information is used and why you continue to track it. Tell us if budgets are prepared at the Visiontech and Hydroman level.

Response:

The discrete financial information of Visiontech and Hydroman are generated
because these are two legal entities with two separate accounting systems even though they together form the single grow light segment
for Nature’s Miracle, Inc. (“NMI”). Since January 1, 2023, NMI has integrated the operations of the two companies and
centralized the sales force, operations personnel and accounting and finance functions for both Visiontech and Hydroman. Discrete financial
reports are produced on a quarterly basis for the two entities and are the basis to produce consolidated financial reports for NMI as
we are still in the process of deploying a company-wide ERP system that will replace two legacy systems.

The
discrete financial information for the two entities are reviewed and consolidated by Zhiyi (Jonathan) Zhang, president of NMI, who is
the manager of “grow light” segment, currently the Company’s only segment. The consolidated information is then passed
along to James Li, the company’s Chief Executive Officer and chief operating decision maker (“CODM”).

The discrete information is primarily used for three purposes: (1)
to form the overall assessment of the grow light business; (2) to file quarterly and annual federal and state taxes because of the existence
of two legal entities; (3) to prepare the quarterly and annual consolidated financial statements for NMI.

NMI
tracks the discrete financial information primarily due to legacy issues as these were two separate legal entities prior to the merger/acquisition
with NMI in June 2022, notwithstanding that the operations of the two entities have been substantially integrated with a shared sales
force, warehouse personnel and accounting functions. NMI is also required to file separate corporate tax returns for each of the entities
with the federal and state government.

NMI
primarily develops its budget on a consolidated level which includes projected revenue, projected cost of revenue and projected selling,
general and administrative expenses. The budgets of Visiontech and Hydroman are jointly developed, because the sales, operations, and
finance teams serve both legal entities collectively, because the products of both legal entities are complementary and designed to drive
sales together.

    2

Based on the above, NMI concluded that it has one operating segment.

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.

3