Correspondence 0001213900-24-063472 from Nature's Miracle Holding Inc. (NMHI)
Nature's Miracle Holding Inc.
Date: July 23, 2024 · CIK: 0001947861 · Accession: 0001213900-24-063472
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File numbers found in text: 333-280066
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Nature’s Miracle Holding Inc.
858 N Central Ave
Upland, CA 91786
July 23, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Nature’s Miracle Holding Inc.
Request for Acceleration
Registration Statement
on Form S-1
File No. 333-280066
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Nature’s Miracle Holding Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-280066), as amended (the “Registration
Statement”), be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Thursday, July 25, 2024, or as soon
thereafter as possible.
In making this acceleration request, the Company acknowledges
that:
(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and
(iii)
the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Once the Registration Statement is effective, please
orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling David Manno
at (212) 981-6772. We also respectfully request that a copy of the written order from
the Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel
LLP, Attention: David Manno, by facsimile to (212) 930-9725 or email at DManno@SRFC.LAW.
If you have any questions regarding this request,
please contact David Manno of Sichenzia Ross Ference Carmel LLP at (212)
981-6772.
Very truly yours,
By:
/s/ Tie (James) Li
Name:
Tie (James) Li
Title:
Chief Executive Officer
cc: David Manno,
Sichenzia Ross Ference Carmel LLP