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
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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.
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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.
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