Correspondence 0001213900-24-006669 from Nature's Miracle Holding Inc. (NMHI)
Nature's Miracle Holding Inc.
Date: Jan. 25, 2024 · CIK: 0001947861 · Accession: 0001213900-24-006669
AI Filing Summary & Sentiment
File numbers found in text: 333-268343
Letter
Division of Corporation Finance Attention: Mr. Jeff Kauten Re: LBBB Merger Corp. Amendment No. 6 to Registration Statement on Form S-4 Filed January 19, 2024 File No. 333-268343
Dear Mr. Kauten and Ms. Woo:
On behalf of LBBB Merger Corp. (the “Company”), we are hereby responding to the letter, dated January 24, 2024 (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. 7 to the Registration Amendment (“Amended Registration Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.
The Company has responded to the Staff’s comment by revising the Registration Statement to address the comment. The Staff’s comment is 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 the 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 comment as well as other updates.
Amendment No. 6 to Registration Statement on Form S-4
General
1. We note based on page F-28 that on October 23, 2023 you entered into a merchant cash advance agreement with a “factory” company. Please clarify if the company is a manufacturing company or a finance / “factoring” company. Also, please expand your MD&A to disclose the October 23, 2023 cash advance and October 30, 2023 loan agreement, the interest rates charged, and their impact on future results of operations. Disclose all events and transactions up to the date of the filing in your MD&A.
Response: The disclosure on pages 151, 152 and F-28 of the Amended Registration Statement has been revised in response to the Staff’s comment.
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
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345 Park Avenue
New York, NY 10154-1895
Direct 212.407.4000
Main 212.407.4000
Fax 212.407.4990
January 25, 2024
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Mr. Jeff Kauten
Ms. Jan Woo
Re:
LBBB Merger Corp.
Amendment No. 6 to Registration Statement on Form S-4
Filed January 19, 2024
File No. 333-268343
Dear Mr. Kauten and Ms. Woo:
On behalf of LBBB Merger Corp.
(the “Company”), we are hereby responding to the letter, dated January 24, 2024 (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. 7 to the Registration Amendment (“Amended Registration Statement”)
via EDGAR to the Commission for review in accordance with the procedures of the Commission.
The Company has responded
to the Staff’s comment by revising the Registration Statement to address the comment. The Staff’s comment is 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 the 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
comment as well as other updates.
Amendment No. 6 to Registration Statement on Form S-4
General
1.
We note based on page F-28 that on October 23, 2023 you entered into a merchant cash advance agreement with a “factory” company. Please clarify if the company is a manufacturing company or a finance / “factoring” company. Also, please expand your MD&A to disclose the October 23, 2023 cash advance and October 30, 2023 loan agreement, the interest rates charged, and their impact on future results of operations. Disclose all events and transactions up to the date of the filing in your MD&A.
Response: The disclosure
on pages 151, 152 and F-28 of the Amended Registration Statement has been revised in response to the Staff’s comment.
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.