SecProbe.io

CORRESP
 1
 filename1.htm

 NATURE'S MIRACLE HOLDING INC.

 3281 E. Guasti Rd. Suite 175

 Ontario, CA 91761

 July 11, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 Washington, D.C. 20549

 RE :
 Nature's Miracle Holding Inc. (the "Company")

 Registration Statement on Form S-1, as amended (File No. 333- 287013)
 (the "Registration Statement")
 Request for Acceleration of Effective Date

 Ladies and Gentleman

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the "Act"), the Company requests that the Securities and Exchange Commission
(the "Commission") take appropriate action to cause the Registration Statement to become effective on July 15, 2025 at 4:00
p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone
call to the staff. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

 Very truly yours,

 NATURE'S MIRACLE HOLDING INC.

 By:
 /s/ Tie (James) Li

 Name:
 Tie (James) Li

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Giovanni Caruso
 Partner

 345 Park Avenue
 New York, NY 10154
 Direct
 Main
 Fax
gcaruso@loeb.com
 212.407.4866
212.407.4000
212.407.4990

 Via EDGAR

 July 3, 2025

 Kathleen Krebs and Jan Woo U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549

 Re: Nature's Miracle Holding Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 18, 2025
File No. 333-287013

 Dear Ms. Krebs and Ms. Woo:

 On behalf of our client, Nature's Miracle Holding Inc. (the "Company"),
we hereby provide a response to the comments issued in a letter dated June 30, 2025 (the "Staff's Letter") regarding
the Registration Statement on Form S-1 (the "Registration Statement"). Contemporaneously, we are filing a revised Registration
Statement via Edgar (the "Amended Registration Statement").

 In order to facilitate the review by the Commission's staff (the
"Staff") of the Amended Registration Statement, we have responded, on behalf of the Company, to the comments set forth in
the Staff's Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's comments and
correspond to the numbered paragraph in the Staff's Letter.

 Amendment No. 1 to Form S-1
Selling Stockholders, page 86

 1. We note that the selling stockholder table on page 86 does
not reflect that the Commitment Shares were already issued to GHS Investments. Please advise whether these shares were issued at the
time of the execution of the equity financing agreement with GHS, as indicated in the equity financing agreement and on page 10 of the
Form S-1. If so, please revise the selling stockholder table to include the Commitment Shares in the number of shares beneficially owned
by GHS prior to the offering. Also revise footnote 3 to the selling stockholder table to include the Commitment Shares in the number
of shares outstanding prior to the offering and make corresponding changes to page 10 under "Summary of the Offering." Lastly,
have counsel revise its legality opinion to reflect that the Commitment shares are outstanding.

 Response: The disclosure on the
cover page and on pages 9, 10, 13, 14, and 86 of the Amended Registration Statement has been revised to reflect that the Commitment Shares
are not yet issued and will issued promptly after the effective date of the Registration Statement. As the Commitment Shares are not yet
issued, counsel's legality opinion has not been revised.

 Los Angeles New York Chicago Nashville Washington, DC San Francisco
 Beijing Hong Kong www.loeb.com

 For the United States offices, a limited liability partnership including
 professional corporations. For Hong Kong office, a limited liability partnership.

 Kathleen Krebs and Jan Woo
 July 3, 2025
 Page 2

 Please call me at 212-407-4866 if you would like additional information
with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Giovanni Caruso

 Giovanni Caruso
Partner

 cc: James Li

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 30, 2025

Tie (James) Li
Chief Executive Officer
Nature's Miracle Holding Inc.
3281 E. Guasti Rd. Suite 175
Ontario, CA 91761

 Re: Nature's Miracle Holding Inc.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed June 18, 2025
 File No. 333-287013
Dear Tie (James) Li:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe the comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Form S-1
Selling Stockholders, page 86

1. We note that the selling stockholder table on page 86 does not reflect
that the
 Commitment Shares were already issued to GHS Investments. Please advise
whether
 these shares were issued at the time of the execution of the equity
financing agreement
 with GHS, as indicated in the equity financing agreement and on page 10
of the Form
 S-1. If so, please revise the selling stockholder table to include the
Commitment
 Shares in the number of shares beneficially owned by GHS prior to the
offering. Also
 revise footnote 3 to the selling stockholder table to include the
Commitment Shares in
 the number of shares outstanding prior to the offering and make
corresponding
 changes to page 10 under "Summary of the Offering." Lastly, have counsel
revise its
 legality opinion to reflect that the Commitment shares are outstanding.
 June 30, 2025
Page 2

 Please contact Kathleen Krebs at 202-551-3350 or Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Giovanni Caruso, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Giovanni Caruso
 Partner

 345 Park Avenue
 New York, NY 10154
 Direct 212.407.4866
 Main 212.407.4000
 Fax 212.407.4990
gcaruso@loeb.com

 Via EDGAR

 June 17, 2025

 Kathleen Krebs and Jan Woo
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 Re: Nature's Miracle Holding Inc.
Registration Statement on Form S-1
Filed May 7, 2025
File No. 333-287013

 Dear Ms. Krebs and Ms. Woo:

 On behalf of our client, Nature's Miracle Holding Inc. (the "Company"),
we hereby provide a response to the comments issued in a letter dated June 3, 2025 (the "Staff's Letter") regarding
the Registration Statement on Form S-1 (the "Registration Statement"). Contemporaneously, we are filing a revised Registration
Statement via Edgar (the "Amended Registration Statement").

 In order to facilitate the review by the Commission's staff (the
"Staff") of the Amended Registration Statement, we have responded, on behalf of the Company, to the comments set forth in
the Staff's Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's comments and
correspond to the numbered paragraph in the Staff's Letter.

 Amendment No. 1 to Form S-1
Business, page 58

 1. We note the disclosure you provided in response to prior comments 4 and 5 with respect to your investment agreement with Future
Tech Incorporated. Please expand your disclosure to provide all the material terms of the agreement. For example, disclose the specific
closing conditions that must be met and the extent to which the conditions have been met. In this regard, you disclose that you have received
"initial approval of 50W facility from First Energy Corp of which 2.7MW has been built." Clarify that the Electricity Supply
and Purchase Agreement condition requires that Future Tech have the Electricity Sales and Purchase Agreement executed with Champion Energy
Service LLC with electricity supply of up to 50MW at a cost not exceeding $0.06 per KWh. Clarify the extent to which the initial approval
from Energy Corp meets this condition. Disclose that the Business Property Lease condition requires Future Tech to enter into a 10-year
lease with the option to purchase the Site with Railroad Stryker Holdings LLC. Disclose whether this condition has been met and the location
of the site. Disclose whether the remaining amount due can be paid in either cash or stock. In addition, clarify what constitutes a fully
complete 50 MW bitcoin mining center for the estimated total cost of $10 million. As one example, clarify whether this includes providing
the cooling system and buying and maintaining the mining servers.

 Response: The disclosure on page
58 of the Amended Registration Statement has been revised in accordance with the Staff's comment.

 Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com

 For the United States offices, a limited liability partnership including
 professional corporations. For Hong Kong office, a limited liability partnership.

 Kathleen Krebs and Jan Woo
 June 17, 2025
 Page 2

 2. We note the disclosure you provided in response to prior comments 4 and 7 with respect to your expansion into the electric vehicle
distribution business. You indicate that you have entered into agreements with ZO Motors North America LLC to purchase ten ZM 8 Trucks.
The firm order agreement with ZO Motors North America that you filed as Exhibit 10.39 indicates that you are purchasing five of such trucks
and that the company is not authorized to act as a dealer, reseller, or similar, of ZO Motors North America. Please clarify your disclosure.
In addition, disclose the material terms of your distribution agreements in Latin America that you reference in your disclosure and in
your January 23, 2025 press release. To the extent material, file the agreements as exhibits.

 Response: The disclosure on
page 58 of the Amended Registration Statement has been revised in accordance with the Staff's comment. A second firm order
agreement that was omitted from the prior amendment relating to an additional five ZM 8 trucks is being filed with the Amended
Registration Statement as Exhibit 10.40. The Company does not believe that the purchase order for the distribution of electric
vehicles is material because the Company has not yet received a letter of credit from a buyer, which is a condition precedent to
effecting a sale.

 Selling Stockholders, page 86

 3. Please complete the selling stockholder table. In this regard,

 ● Identify all selling stockholders. You may not indicate that a selling stockholder is to be determined ("TBD").

 ● Disclose the number of shares being offered by the selling stockholder in the table itself.

 Response: The disclosure on page
86 of the Amended Registration Statement has been revised in accordance with the Staff's comments.

 Kathleen Krebs and Jan Woo
 June 17, 2025
 Page 3

 Please call me at 212-407-4866 if you would like additional information
with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Giovanni Caruso

 Giovanni Caruso

 Partner

 cc: James Li

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 16, 2025

Tie (James) Li
Chief Executive Officer
Nature's Miracle Holding Inc.
3281 E. Guasti Rd. Suite 175
Ontario, CA 91761

 Re: Nature's Miracle Holding Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-287013
Dear Tie (James) Li:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our June 3, 2025
letter.

Amendment No. 1 to Form S-1
Business, page 58

1. We note the disclosure you provided in response to prior comments 4 and
5 with
 respect to your investment agreement with Future Tech Incorporated.
Please expand
 your disclosure to provide all the material terms of the agreement. For
example,
 disclose the specific closing conditions that must be met and the extent
to which the
 conditions have been met. In this regard, you disclose that you have
received "initial
 approval of 50W facility from First Energy Corp of which 2.7MW has been
built."
 Clarify that the Electricity Supply and Purchase Agreement condition
requires that
 Future Tech have the Electricity Sales and Purchase Agreement executed
with
 Champion Energy Service LLC with electricity supply of up to 50MW at a
cost not
 exceeding $0.06 per KWh. Clarify the extent to which the initial
approval from First
 June 16, 2025
Page 2

 Energy Corp meets this condition. Disclose that the Business Property
Lease
 condition requires Future Tech to enter into a 10-year lease with the
option to
 purchase the Site with Railroad Stryker Holdings LLC. Disclose whether
this
 condition has been met and the location of the site. Disclose whether
the
 remaining amount due can be paid in either cash or stock. In addition,
clarify what
 constitutes a fully complete 50 MW bitcoin mining center for the
estimated total cost
 of $10 million. As one example, clarify whether this includes providing
the cooling
 system and buying and maintaining the mining servers.
2. We note the disclosure you provided in response to prior comments 4 and
7 with
 respect to your expansion into the electric vehicle distribution
business. You indicate
 that you have entered into agreements with ZO Motors North America LLC
to
 purchase ten ZM 8 Trucks. The firm order agreement with ZO Motors North
 America that you filed as Exhibit 10.39 indicates that you are
purchasing five of such
 trucks and that the company is not authorized to act as a dealer,
reseller, or similar, of
 ZO Motors North America. Please clarify your disclosure. In addition,
disclose the
 material terms of your distribution agreements in Latin America that you
reference in
 your disclosure and in your January 23, 2025 press release. To the
extent material, file
 the agreements as exhibits.
Selling Stockholders, page 86

3. Please complete the selling stockholder table. In this regard,
 Identify all selling stockholders. You may not indicate that a
selling stockholder is
 to be determined ("TBD").
 Disclose the number of shares being offered by the selling
stockholder in the table
 itself.

 Please contact Kathleen Krebs at 202-551-3350 or Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Giovanni Caruso, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Giovanni Caruso
 Partner

 345 Park Avenue
 New York, NY 10154
 Direct 212.407.4866
 Main 212.407.4000
 Fax 212.407.4990
gcaruso@loeb.com

 Via EDGAR

 June 5, 2025

 Kathleen Krebs and Jan Woo

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Nature's Miracle Holding Inc.
Registration Statement on Form S-1
Filed May 7, 2025
File No. 333-287013

 Dear Ms. Krebs and Ms. Woo:

 On behalf of our client, Nature's Miracle Holding Inc. (the "Company"),
we hereby provide a response to the comments issued in a letter dated June 3, 2025 (the "Staff's Letter") regarding
the Registration Statement on Form S-1 (the "Registration Statement"). Contemporaneously, we are filing a revised Registration
Statement via Edgar (the "Amended Registration Statement").

 In order to facilitate the review by the Commission's staff (the
"Staff") of the Amended Registration Statement, we have responded, on behalf of the Company, to the comments set forth in
the Staff's Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's comments and
correspond to the numbered paragraph in the Staff's Letter.

 Registration Statement on Form S-1
Cover page

 1. You indicate on the cover page and elsewhere that the purchase price for each put by the company to the investor is subject to
a floor of $0.05 per share. Please revise to clarify that, since your common shares are not listed on Nasdaq or a national exchange, there
is currently no floor price on the purchase price. In this regard, Section 2.2 of the Equity Financing Agreement states the following:
"The Purchase Price of the Put shall be eighty percent (80%) percent of the Market Price. Following an up-list to the NASDAQ or a
national exchange, the Purchase Price shall be ninety percent (90%) of the lowest volume weighted average price during the Pricing Period,
subject to a floor price of $0.05 per share, below which the Company shall not deliver a Put (the ‘Purchase Price')."

 Response: The Company has revised
the disclosure on the cover page and on pages 11 and 16 of the Amended Registration Statement in response to the Staff's comment.

 Los Angeles New York Chicago Nashville Washington, DC San Francisco
 Beijing Hong Kong www.loeb.com

 For the United States offices, a limited liability partnership including
 professional corporations. For Hong Kong office, a limited liability partnership.

 Kathleen Krebs and Jan Woo
June 5, 2025
Page 2

 The Committed Equity Financing, page 10

 2. You indicate under the description of the Equity Financing Agreement that the investor is not obligated to buy any shares under
the Equity Financing Agreement if it would result in the investor beneficially owning more than 4.99% of the then- outstanding shares
of common stock. Similarly, you also indicate under the description of the Securities Purchase Agreement that the investor cannot convert
the Series A Preferred Stock if it results in the holder having more than 4.99% of the total outstanding common shares of the company.
Please clarify in each of the descriptions that the 4.99% beneficial ownership limitation does not prevent the investor from selling some
or all of the company's shares it acquires and then acquiring additional shares so that investor is able to sell shares in excess of the
4.99% beneficial ownership cap while never holding more than 4.99% of the company's outstanding common shares.

 Response: The Company has revised
the disclosure on pages 10, 11, 16, 82 and 86 of the Amended Registration Statement in response to the Staff's comment.

 EPFA, page 10

 3. You indicate that you are registering $20 million worth of shares issuable under the Equity Financing Agreement, which may result
in the issuance of up to 158,730,159 shares based upon a purchase price calculated using the trading prices of your shares on May 4, 2025.
Please revise to clarify that you are registering 55,817,669 shares issuable under the Equity Financing Agreement. Disclose the approximate
amount you could receive under the Equity Financing Agreement if you issued all 55,817,669 shares based upon the most recent and lowest
traded price of your common stock with a 20% discount. Also disclose the amount of shares you would have to issue based upon this same
price in order to receive the full $20 million under the Equity Financing Agreement.

 Response: The Company has revised
the disclosure on page 10 of the Amended Registration Statement in response to the Staff's comment.

 Kathleen Krebs and Jan Woo
June 5, 2025
Page 3

 Management's Discussion
and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 36

 4. Please discuss the expansion of your business in the field of electric vehicle distribution, data centers and Bitcoin mining and
the related commitments and uncertainties. For example, discuss the amount of funding needed to meet your obligations under your agreements
as well as the timing and resources required to complete development of these businesses and to begin generating revenues. To the extent
you discuss these matters elsewhere in the prospectus, provide descriptive cross-reference(s) to where the disclosure is located.

 Response: The Company has revised
the disclosure on page 32 of the Amended Registration Statement in response to the Staff's comment.

 Business, page 40

 5. You indicate that your subsidiary entered into an investment agreement on November 22, 2024, to acquire 51% of Future Tech Incorporated.
Please file the agreement as an exhibit. Disclose the current stage of development of the Ohio-based data center and vertical farming
facility. Disclose the extent to which the closing conditions have been met and if there is a deadline for meeting those conditions. Clarify
whether your initial investment was $200,000, as disclosed on page 56, or $700,000, as disclosed on page 2. Disclose whether the initial
investment was paid in cash or other consideration and how the additional $2.8 million will be paid.

 Response: The Company has filed
the agreement with Future Tech Incorporated as exhibit 10.38 and revised the disclosure on page 58 of the Amended Registration Statement
in accordance with the Staff's comment.

 6. You indicate that your subsidiary entered into a stock purchase agreement on December 13, 2024, to acquire 90% of J&Y Marigold
Ltd, a Toronto-based company developing a bitcoin mining facility, for up to $5.32 million. Please file this purchase agreement as an
exhibit. Disclose the material terms of the agreement, including the payment schedule, the conditions to the company's payment obligations
and the termination date of the agreement. In addition, update your disclosure to indicate whether phase I was completed in the first
quarter of 2025 and whether phase II is still expected to be completed in the second quarter of 2025. Explain what the bitcoin mining
facility will consist of at closing and the extent to which it will be operational.

 Response: The Company has filed
the agreement with J&Y Marigold Ltd as exhibit 10.37 and revised the disclosure on page 57 of the Amended Registration Statement to
reflect that the agreement was terminated in March 2025.

 Kathleen Krebs and Jan Woo
June 5, 2025
Page 4

 7. Please provide more details regarding your new business distributing electric vehicles. For example, discuss how you will source
and supply the vehicles. Disclose the material terms of the distribution agreements and purchase orders you have entered into. To the
extent material, file the agreements as exhibits.

 Response: The Company has revised
the disclosure on page 32 of the Amended Registration Statement in response to the Staff's comment.

 Please call me at 212-407-4866 if you would like additional information
with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Giovanni Caruso

 Giovanni Caruso

 Partner

 cc: James Li

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

Tie (James) Li
Chief Executive Officer
Nature's Miracle Holding Inc.
3281 E. Guasti Rd. Suite 175
Ontario, CA 91761

 Re: Nature's Miracle Holding Inc.
 Registration Statement on Form S-1
 Filed May 7, 2025
 File No. 333-287013
Dear Tie (James) Li:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover page

1. You indicate on the cover page and elsewhere that the purchase price for
each put by
 the company to the investor is subject to a floor of $0.05 per share.
Please revise to
 clarify that, since your common shares are not listed on Nasdaq or a
national
 exchange, there is currently no floor price on the purchase price. In
this regard,
 Section 2.2 of the Equity Financing Agreement states the following: "The
Purchase
 Price of the Put shall be eighty percent (80%) percent of the Market
Price. Following
 an up-list to the NASDAQ or a national exchange, the Purchase Price
shall be ninety
 percent (90%) of the lowest volume weighted average price during the
Pricing Period,
 subject to a floor price of $0.05 per share, below which the Company
shall not deliver
 a Put (the 'Purchase Price')."
 June 3, 2025
Page 2
The Committed Equity Financing, page 10

2. You indicate under the description of the Equity Financing Agreement
that the
 investor is not obligated to buy any shares under the Equity Financing
Agreement if it
 would result in the investor beneficially owning more than 4.99% of the
then-
 outstanding shares of common stock. Similarly, you also indicate under
the
 description of the Securities Purchase Agreement that the investor
cannot convert the
 Series A Preferred Stock if it results in the holder having more than
4.99% of the total
 outstanding common shares of the company. Please clarify in each of the
descriptions
 that the 4.99% beneficial ownership limitation does not prevent the
investor from
 selling some or all of the company's shares it acquires and then
acquiring additional
 shares so that investor is able to sell shares in excess of the 4.99%
beneficial
 ownership cap while never holding more than 4.99% of the company's
outstanding
 common shares.
EPFA, page 10

3. You indicate that you are registering $20 million worth of shares
issuable under the
 Equity Financing Agreement, which may result in the issuance of up to
158,730,159
 shares based upon a purchase price calculated using the trading prices
of your shares
 on May 4, 2025. Please revise to clarify that you are registering
55,817,669 shares
 issuable under the Equity Financing Agreement. Disclose the approximate
amount
 you could receive under the Equity Financing Agreement if you issued all
55,817,669
 shares based upon the most recent and lowest traded price of your common
stock with
 a 20% discount. Also disclose the amount of shares you would have to
issue based
 upon this same price in order to receive the full $20 million under the
Equity
 Financing Agreement.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 36

4. Please discuss the expansion of your business in the field of electric
vehicle
 distribution, data centers and Bitcoin mining and the related
commitments and
 uncertainties. For example, discuss the amount of funding needed to meet
your
 obligations under your agreements as well as the timing and resources
required to
 complete development of these businesses and to begin generating
revenues. To the
 extent you discuss these matters elsewhere in the prospectus, provide
descriptive
 cross-reference(s) to where the disclosure is located.
Business, page 40

5. You indicate that your subsidiary entered into an investment agreement
on November
 22, 2024, to acquire 51% of Future Tech Incorporated. Please file the
agreement as an
 exhibit. Disclose the current stage of development of the Ohio-based
data center and
 vertical farming facility. Disclose the extent to which the closing
conditions have been
 met and if there is a deadline for meeting those conditions. Clarify
whether your
 initial investment was $200,000, as disclosed on page 56, or $700,000,
as disclosed on
 page 2. Disclose whether the initial investment was paid in cash or
other consideration
 and how the additional $2.8 million will be paid.
 June 3, 2025
Page 3

6. You indicate that your subsidiary entered into a stock purchase
agreement on
 December 13, 2024, to acquire 90% of J&T Marigold Ltd, a Toronto-based
company
 developing a bitcoin mining facility, for up to $5.32 million. Please
file this purchase
 agreement as an exhibit. Disclose the material terms of the agreement,
including the
 payment schedule, the conditions to the company's payment obligations
and the
 termination date of the agreement. In addition, update your disclosure
to indicate
 whether phase I was completed in the first quarter of 2025 and whether
phase II is still
 expected to be completed in the second quarter of 2025. Explain what the
bitcoin
 mining facility will consist of at closing and the extent to which it
will be operational.
7. Please provide more details regarding your new business distributing
electric vehicles.
 For example, discuss how you will source and supply the vehicles.
Disclose the
 material terms of the distribution agreements and purchase orders you
have entered
 into. To the extent material, file the agreements as exhibits.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Kathleen Krebs at 202-551-3350 or Jan Woo at 202-551-3453
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Giovanni Caruso, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

EF Hutton LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

November 7, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Nature’s Miracle Holding Inc.

Registration Statement on Form S-1

File No. 333-282487

REQUEST FOR ACCELERATION OF EFFECTIVENESS

    Requested Date:
    Thursday, November 7, 2024

    Requested Time:
    4:30 p.m. New York time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), we, as the sole underwriter of the proposed public offering of securities of Nature’s
Miracle Holding Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced
registration statement on Form S-1 be accelerated so that it will be declared effective at 4:30 p.m., New York time, on Thursday, November
7, 2024, or as soon thereafter as possible.

The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    By:
    /s/ Gaurav Verma

    Gaurav Verma

    Co-Head of Investment Banking

CORRESP
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Nature’s Miracle Holding Inc.

858 N Central Ave

Upland, CA 91786

November 7, 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. 333-282487

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Nature’s Miracle Holding Inc., respectfully requests that the effective
date of its Registration Statement on Form S-1 (File No. 333-282487), as amended, be accelerated so that it will become effective at 4:30
p.m., Eastern Time, on Thursday, November 7, 2024, or as soon thereafter as possible.

    Very truly yours,

     Nature’s Miracle Holding Inc.

    By:
    /s/ Tie (James) Li

    Name:
    Tie (James) Li

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Nature’s
Miracle Holding Inc.

858
N Central Ave

Upland, CA
91786

November
6, 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.

    Withdrawal
of Acceleration Request - Registration Statement on Form S-1

    File
No. 333-282487

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on October 31, 2024, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Monday, November 4, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as
possible, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    Nature’s Miracle
    Holding Inc.

    By:
    /s/ Tie (James)
    Li

    Name:
    Tie (James) Li

    Title:
    Chief Executive Officer

CORRESP
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EF Hutton LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

November 6, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Nature’s Miracle Holding Inc.

Registration Statement on Form S-1

File No. 333-282487

WITHDRAWAL OF ACCELERATION REQUEST

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on October 31, 2024, in which we, as the underwriter of the proposed public offering of securities of Nature’s Miracle
Holding Inc. (the “Company”), joined the Company’s request for acceleration of the effective date of the above-referenced
Registration Statement for Monday, November 4, 2024, at 4:30 p.m. Eastern Time. The Company is no longer requesting that such Registration
Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

    Very
    truly yours,

    EF Hutton LLC

    By:
    /s/ Gaurav Verma

    Name:

    Gaurav
    Verma

    Title:

    Co-Head
    of Investment Banking

CORRESP
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EF Hutton LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

October 31, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Nature’s Miracle Holding Inc.

Registration Statement on Form S-1

File No. 333-282487

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Requested Date:	Monday, November 4, 2024

Requested Time:	4:30 p.m. New York time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the “Securities Act”), we, as the sole underwriter of the proposed public offering of securities of Nature’s
Miracle Holding Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced
registration statement on Form S-1 be accelerated so that it will be declared effective at 4:30 p.m., New York time, on Monday, November
4, 2024, or as soon thereafter as possible.

The undersigned advises that it has complied and will
continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    By:
    /s/ Gaurav Verma

    Gaurav Verma

    Co-Head of Investment Banking

CORRESP
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Nature’s Miracle Holding Inc.

858 N Central Ave

Upland, CA 91786

October 31, 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. 333-282487

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Nature’s Miracle Holding Inc., respectfully requests that the effective
date of its Registration Statement on Form S-1 (File No. 333-282487), as amended, be accelerated so that it will become effective at 4:30
p.m., Eastern Time, on Monday, November 4, 2024, or as soon thereafter as possible.

    Very truly yours,

    Nature’s Miracle Holding Inc.

    By:
    /s/ Tie (James) Li

    Name:
    Tie (James) Li

    Title:
    Chief Executive Officer

CORRESP
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October October 30,
2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Edwin Kim and Mitchell Austin

 Re: Nature’s Miracle Holding Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed October 28, 2024

File No. 333-282487

Dear Mr. Kim and Mr. Austin:

On behalf of Nature’s
Miracle Holding Inc. (the “Company”), please accept this letter as the Company’s response to the comments raised by
the staff of the Securities and Exchange Commission in its letter dated October 29, 2024 relating to the Company’s above-referenced
registration statement.

For your convenience, the
staff’s comment has been restated and is followed by the Company’s response.

Amendment No. 2 to Registration Statement on
Form S-1 Cover Page

General

 1. You added disclosure that you received a notification letter from Nasdaq on October 24, 2024 that Nasdaq has determined to delist
your common stock from the Nasdaq Global Market. Please revise your cover page to disclose this and provide a cross- reference to a longer
discussion of the effects and risks of Nasdaq delisting your common stock.

Response:

The cover page has been revised to disclose receipt
of the notification letter from Nasdaq on October 24, 2024, and to provide a cross- reference to a longer discussion of the effects and
risks of Nasdaq delisting the Company’s common stock.

 2. We note that your Series A Warrants will be exercisable into one share of common stock at the same price as the units being publicly
offered, subject to adjustments, based on your current common stock market price. Please clarify that the one share per Series A Warrants
may be adjusted to a much as 5 shares of common stock for each Series A Warrant and the exercise price may be as low as 20% of the unit
offering price as a result of these adjustments.

Response:

The cover page has been revised to clarify that
one share per Series A Warrant may be adjusted to as much as 5 shares of common stock for each Series A Warrant and the exercise price
may be as low as 20% of the unit offering price

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

Prospectus Summary

Nasdaq Letters on MVPHS and MVLS, page 5

 3. You added disclosure here that you intend to submit a hearing request to the Nasdaq Hearings Panel to
appeal Nasdaq’s delisting determination. Please revise to describe how the hearing process works, including whether there is a timeline
pursuant to which you must submit your appeal and the Nasdaq Hearings Panel must make a decision on your appeal. Additionally, please
discuss the consequences to the company and its stockholders if Nasdaq denies your appeal. For example, if Nasdaq denies your appeal,
clarify whether you believe you would be eligible to be listed on a lower tier of Nasdaq or whether your stock would only be quoted over-the-counter.
Ensure your discussion here and in your risk factors section discusses related risks, such as material impacts to credit or investor agreements,
your liquidity and the price of your common stock.

Response:

The prospectus summary has been revised to describe
how the hearing process works, including the timeline pursuant to which the Company must submit its appeal and for the Nasdaq Hearings
Panel to make a decision on the Company’s appeal, and the consequences to the Company and its stockholders if Nasdaq denies the
Company’s appeal.

Should you have additional questions regarding
the information contained herein, please contact the undersigned.

    Sincerely,

    /s/ Jeff Cahlon

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

October 29, 2024
Tie (James) Li
Chief Executive Officer
Nature's Miracle Holding Inc.
3281 E. Guasti Road, Suite 175
Ontario, CA 91761
Re:Nature's Miracle Holding Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 28, 2024
File No. 333-282487
Dear Tie (James) Li:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.You added disclosure that you received a notification letter from Nasdaq on October
24, 2024 that Nasdaq has determined to delist your common stock from the Nasdaq
Global Market. Please revise your cover page to disclose this and provide a cross-
reference to a longer discussion of the effects and risks of Nasdaq delisting your
common stock.
2.We note that your Series A Warrants will be exercisable into one share of common
stock at the same price as the units being publicly offered, subject to adjustments,
based on your current common stock market price. Please clarify that the one share
per Series A Warrants may be adjusted to a much as 5 shares of common stock for
each Series A Warrant and the exercise price may be as low as 20% of the unit
offering price as a result of these adjustments.

October 29, 2024
Page 2
Prospectus Summary
Nasdaq Letters on MVPHS and MVLS, page 5
3.You added disclosure here that you intend to submit a hearing request to the Nasdaq
Hearings Panel to appeal Nasdaq's delisting determination. Please revise to describe
how the hearing process works, including whether there is a timeline pursuant to
which you must submit your appeal and the Nasdaq Hearings Panel must make a
decision on your appeal. Additionally, please discuss the consequences to the
company and its stockholders if Nasdaq denies your appeal. For example, if Nasdaq
denies your appeal, clarify whether you believe you would be eligible to be listed on a
lower tier of Nasdaq or whether your stock would only be quoted over-the-counter.
Ensure your discussion here and in your risk factors section discusses related risks,
such as material impacts to credit or investor agreements, your liquidity and the price
of your common stock.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Edwin Kim at 202-551-3297 or Mitchell Austin at 202-551-3574 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:David B. Manno, Esq.

October 16, 2024
Tie (James) Li
Reporting Person
Nature's Miracle Holding Inc.
858 N Central Ave
Upland, CA 91786
Re:Nature's Miracle Holding Inc.
Schedule 13D Filed by Tie (James) Li
Filed July 9, 2024
File No. 005-94497
Dear Tie (James) Li:
            We have conducted a limited review of the above-captioned filing and have the
following comment.
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies to your facts and circumstances or
that an amendment is appropriate, please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in
response to this comment, we may have additional comments.
Schedule 13D Filed July 9, 2024
General
1.We have reviewed your response to prior comment one in our letter dated September
23, 2024. Based on the March 11, 2024 event date, the Schedule 13D filed on April
17, 2024, using the wrong EDGAR filing codes, was not timely filed. Please
supplement your response to prior comment one in our letter dated September 23,
2024 to advise us why the Schedule 13D filed on April 17, 2024 was not filed within
the required five business days after the date of the acquisition.

October 16, 2024
Page 2
            We remind you that the filing person is responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

October 10, 2024
Tie (James) Li
Chief Executive Officer
Nature's Miracle Holding Inc.
3281 E. Guasti Road, Suite 175
Ontario, CA 91761
Re:Nature's Miracle Holding Inc.
Registration Statement on Form S-1
Filed October 3, 2024
File No. 333-282487
Dear Tie (James) Li:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim at 202-551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:David B. Manno, Esq.

September 23, 2024
Tie (James) Li
Reporting Person
Nature's Miracle Holding Inc.
858 N Central Ave
Upland, CA 91786
Re:Nature's Miracle Holding Inc.
Schedule 13D Filed by Tie (James) Li
Filed July 9, 2024
File No. 005-94497
Dear Tie (James) Li:
            We have conducted a limited review of the above-captioned filing and have the following
comment.
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies to your facts and circumstances or that an
amendment is appropriate, please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in response to
this comment, we may have additional comments.
Schedule 13D Filed July 9, 2024
General
1.We note the date of the event reported as requiring the filing of the Schedule 13D was
March 11, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D
within five business days after the date beneficial ownership of more than five percent of
a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the
March 11, 2024 event date, the Schedule 13D submitted on July 9, 2024 was not timely
filed. Please advise us why the Schedule 13D was not filed within the required five
business days after the date of the acquisition.

September 23, 2024
Page 2
            We remind you that the filing person is responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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EF Hutton LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

July 23, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division
of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Nature’s Miracle Holding Inc.

 Registration Statement on Form S-1

 File No. 333-280066

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Requested Date:	Thursday, July 25,
2024

Requested Time:	4:30 p.m. New York
time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), we, as the sole underwriter of the proposed public offering of securities
of Nature’s Miracle Holding Inc. (the “Company”), hereby join the Company’s request that the effective date of
the above-referenced registration statement on Form S-1 be accelerated so that it will be declared effective at 4:30 p.m., New York time,
on Thursday, July 25, 2024, or as soon thereafter as possible.

The undersigned advises that it has
complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    By:
    /s/ Gaurav
    Verma

    Gaurav Verma

    Co-Head of Investment Banking

CORRESP
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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

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Nature’s Miracle Holding Inc.

3281 E. Guasti Road, Suite 175

Ontario, CA 91761

July [*], 2024

Via EDGAR

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington, D.C. 20549

Attn: Aliya Ishmukhamedova

Jeff Kauten

 Re: Nature’s Miracle Holding Inc.

Registration Statement on Form S-1

File No. 333-280066

Filed June 7, 2024

Ladies and Gentlemen:

Nature’s Miracle Holding Inc., a Delaware corporation (the “Company”),
hereby submits to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”)
this letter setting forth responses to the comments contained in the Staff’s letter dated July 1, 2024 on the Company’s Registration
Statement on Form S-1 previously submitted on June 7, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company is submitting
Amendment No. 1 to its registration statement on Form S-1 (the “Revised Registration Statement”) via EDGAR to the Commission.

For ease of review, the Staff’s comments are repeated below and
are followed by our responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration
Statement.

Registration Statement on Form S-1

We may require additional financing to achieve our business goals...,
page 16

1. You state here that “[t]he CEA products manufacturing and sales business is extremely capital-intensive
and [you] expect to expend significant resources to complete the build- out of [your] facilities, scale [your] production capacity, and
develop new products.” Additionally, you state on page 18, that you “are setting up a manufacturing facility for grow lights
in Manitoba, Canada.” Please quantify the anticipated expenditures that will be required to complete the facilities as you describe
in this section. Additionally, revise to disclose the specific stage of development the company has currently achieved.

Response:

Please be advised that as of the date of the Revised Registration
Statement, we do not intend to establish a manufacturing facility in Manitoba, Canada currently. However, we may establish a manufacturing
facility in other locations in North America in the future. We have edited the disclosures as appropriate.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 36

2. We note that the projected revenues for 2023 were $126.9 million, as set forth in the prospective financial
information from NMI’s management’s projections prepared and provided to the Lakeshore Board in connection with its evaluation
of the Business Combination. We also note that your actual revenue for year ended December 31, 2023 was approximately $8.9 million. It
appears that you missed your 2023 revenue projection. Please update your disclosure in Liquidity and Capital Resources, and elsewhere,
to provide updated information about the company’s financial position and further risks to the business operations and liquidity
in light of these circumstances.

Response:

Please be advised that we have added the following risk factor: “Our
projected revenues for the 2023 fiscal year were $126.9 million while our actual revenue for the year ended December 31, 2023 for Nature’s
Miracle, Inc. was approximately $8.9 million, indicating a significant miss in our revenue projection which may result in several risks
that may threaten our operational viability and could materially adversely affect our business, financial condition and results of operations.”
In addition, we have edited the applicable disclosure in the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” section as requested.

Facilities, page 57

3. Considering that you believe your existing facilities are adequate for your needs at this time, please
expand your disclosure on the conditions that should be met for you to set up additional facilities in North America you mention on pages
2, 18, 33, 43.

Response:

Please be advised that we have edited the applicable disclosures to
disclose that we may establish a manufacturing facilities in the near future.

General

4. Please revise to update your disclosures throughout the filing and address areas that appear to need
updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated are as follows:

 ● You state on page 24 that “[t]o the extent [you] issue
shares of Common Stock to effect a future business combination, the potential for the issuance of a substantial number of additional
shares upon exercise of the warrants could make [you] a less attractive acquisition vehicle in the eyes of a target business.”

 ● You state on page 59 that “no later than ten trading
days following the closing of the Business Combination, Lakeshore will pay a commitment fee in an amount equal to $300,000.”

 ● Related Party Loans section, e.g., you state on page 74 that
“[e]ach working capital loan would be evidenced by a promissory note and would either be paid upon consummation of Lakeshore’s
initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the working capital loan may
be converted upon consummation of Lakeshore’s business combination into additional Private Units at a price of $10.00 per unit.
If Lakeshore does not complete a business combination, the working capital loan will only be repaid with funds not held in the Trust
Account and only to the extent available.”

Response:

Please be advised that we have edited the applicable disclosures
throughout the filing and addressed areas that needed updating or that had inconsistencies.

Should you have any questions regarding the foregoing, please
do not hesitate to contact the Company’s counsel, David Manno, Esq. (dmanno@srfc.law or (212) 981-6772) of Sichenzia Ross Ference
Carmel LLP.

Thank you for your time and attention.

    Sincerely,

    James Li

    Chief Executive Officer

July 1, 2024
James Li
Chief Executive Officer
Nature's Miracle Holding Inc.
858 N Central Ave
Upland, CA 91786
Re:Nature's Miracle Holding Inc.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280066
Dear James Li:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
We may require additional financing to achieve our business goals..., page 16
1.You state here that "[t]he CEA products manufacturing and sales business is extremely
capital-intensive and [you] expect to expend significant resources to complete the build-
out of [your] facilities, scale [your] production capacity, and develop new products."
Additionally, you state on page 18, that you "are setting up a manufacturing facility for
grow lights in Manitoba, Canada." Please quantify the anticipated expenditures that will
be required to complete the facilities as you describe in this section. Additionally, revise
to disclose the specific stage of development the company has currently achieved.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
36
We note that the projected revenues for 2023 were $126.9 million, as set forth in the
prospective financial information from NMI’s management’s projections prepared and 2.

July 1, 2024
Page 2
provided to the Lakeshore Board in connection with its evaluation of the Business
Combination. We also note that your actual revenue for year ended December 31, 2023
was approximately $8.9 million. It appears that you missed your 2023 revenue projection.
Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to
provide updated information about the company’s financial position and further risks to
the business operations and liquidity in light of these circumstances.
Facilities, page 57
3.Considering that you believe your existing facilities are adequate for your needs at this
time, please expand your disclosure on the conditions that should be met for you to set up
additional facilities in North America you mention on pages 2, 18, 33, 43.
General
4.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:
•You state on page 24 that "[t]o the extent [you] issue shares of Common Stock to
effect a future business combination, the potential for the issuance of a substantial
number of additional shares upon exercise of the warrants could make [you] a less
attractive acquisition vehicle in the eyes of a target business."
•You state on page 59 that "no later than ten trading days following the closing of the
Business Combination, Lakeshore will pay a commitment fee in an amount equal to
$300,000."
•Related Party Loans section, e.g., you state on page 74 that "[e]ach working capital
loan would be evidenced by a promissory note and would either be paid upon
consummation of Lakeshore’s initial business combination, without interest, or, at the
lender’s discretion, up to $500,000 of the working capital loan may be converted
upon consummation of Lakeshore’s business combination into additional Private
Units at a price of $10.00 per unit. If Lakeshore does not complete a business
combination, the working capital loan will only be repaid with funds not held in the
Trust Account and only to the extent available."

July 1, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at 202-551-3447
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:David B. Manno

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LBBB Merger Corp.

667
Madison Avenue New York, NY 10065

January 29, 2024

VIA EDGAR

Mr. Jeff Kauten

Ms. Jan Woo

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    LBBB Merger Corp. (the “Company”)

    Registration Statement on Form S-4

    (File No. 333-268343) (the “Registration Statement”)

Dear Mr. Kauten and Ms. Woo:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that the Registration Statement will become effective as of 4:00 p.m. on January 31, 2024, or as soon thereafter as practicable.

    Very truly yours,

    LBBB MERGER CORP.

    By:
    /s/ Bill Chen

    Name:
    Bill Chen

    Title:
    Chief Executive Officer

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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.

United States securities and exchange commission logo
January 24, 2024
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Amendment No. 6 to Registration Statement on Form S-4
Filed January 19, 2024
File No. 333-268343
Dear Bill Chen:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 January 24, 2024 Page 2
 FirstName LastName
Bill Chen
LBBB Merger Corp.
January 24, 2024
Page 2
            Please contact Joseph Kempf at 202-551-3352 or Inessa Kessman at 202-551-3371 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jeff Kauten at 202-551-3447 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso

CORRESP
1
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    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

United States securities and exchange commission logo
December 27, 2023
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed December 13, 2023
File No. 333-268343
Dear Bill Chen:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 6, 2023 letter.
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.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 December 27, 2023 Page 2
 FirstName LastName
Bill Chen
LBBB Merger Corp.
December 27, 2023
Page 2
            Please contact Joseph Kempf at 202-551-3352 or Inessa Kessman at 202-551-3371 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jeff Kauten at 202-551-3447 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso

CORRESP
1
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    345 Park Avenue

New York, NY 10154-1895
    Direct 212.407.4000

Main 212.407.4000

Fax 212.407.4990

December 13, 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. 4 to Registration Statement on Form S-4

    Filed November 21, 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 6, 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”). Concurrently with the submission
of this letter, the Company is submitting its Amendment No. 5 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.

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

Nature’s Miracle’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Results of Operations

For the nine months ended September 30, 2023 and 2022, page 148

    1.

    Please tell us why you deleted disclosure on
    page 148 that provided a quantitative analysis about the changes in revenue and cost of revenue for periods presented.

    We advise the Staff that we have removed the analysis of the individual
company’s changes in revenue and cost of revenue as Nature’s Miracle believes it is more useful to the readers of the financial
statements to understand and evaluate Nature’s Miracle’s operating performance on a consolidated basis consistent with the
way Nature’s Miracle’s CODM manages Nature’s Miracle’s business and makes operating decisions. It is more useful
for the readers to understand the primary drivers that affects Nature’s Miracle’s operating results as a whole. Although financial
data and separated analysis of revenue and cost for each subsidiary would be available, the information was at a level below Nature’s
Miracle’s operating and reportable segment and not necessary to understand its operations.

    Please provide a more robust analysis
for the significant decreases in revenue and cost of revenue both in quantitative and qualitative terms. For example, expand on your
discussion of slower customer demand and the more competitive market that led to the significant decrease in revenue and note the primary
drivers of these changes and if you expect them to be temporary or permanent. We refer to guidance in Item 303 of Regulation S-K.

Response: The disclosure
on pages 150 of the Amended Registration Statement has been revised in response to the Staff’s comment.

Unaudited Pro Forma Condensed Combined Balance
Sheet As of September 30, 2023, page 170

    2.
    We note you show a negative cash balance in your pro forma combined balance sheet. Please revise, to show this balance as a liability / bank overdraft.

Response: The negative cash balance under the full redemption scenario has been
shown as a bank overdraft for the pro forma combined balance sheet. The disclosure on pages 173 and 178 of the Amended Registration Statement
has been revised in response to the Staff’s comment.

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

3. We
                                            note your response to our previous comment 7. Please expand your response to:

 ●
                                                                               Tell us what financial information is provided to your chief operating decision
maker (i.e., CODM) and the frequency in which it is provided.

Response:
Nature’s Miracle’s CODM oversees sales and inventory matters through weekly and monthly meetings, meticulously
evaluating both realized and potential issues associated with customers and vendors. At a quarterly interval, the CODM is provided
with comprehensive consolidated financial information, encompassing revenues, cost of sales, and gross margin (as elucidated in the
third bullet point below), accompanied by thorough explanations for any variances. Furthermore, on a quarterly basis, the CODM
receives a comprehensive financial reporting package that encompasses consolidated budget figures, consolidated balance sheets,
consolidated statements of operations, and consolidated statements of cash flow. This structured and recurrent reporting framework
ensures a robust and informed oversight of the company’s financial performance and strategic positioning.

    2

 ● Tell
us the title and describe the role of each of the individuals who reports to your CODM.

Response: Zhiyi (Jonathan) Zhang, President - President is responsible for operation and marketing matters. He works closely with
COO to formulate the company’s marketing strategy and also the operational details.

Darin Carpenter, Chief Operating Officer - COO is in charge of the company’s operation including but not limited to procurement
of supplies, inventory management, marketing to new customers and service to existing customers. He is also seeking acquisition and new
business opportunities.

George Yutuc, Chief Financial Officer - CFO is in charge of the company’s financial reporting, internal control, fund raising, acquisition
and communication with investors.

Varto Levon Doudakian, Vice President – VP is primarily responsible for marketing and sales. He is in charge of the company’s sales force and also the marketing to new customers and interaction with existing customers.

 ● Tell
us how often the CODM meets with each of his direct reports, the nature of any financial information the CODM receives or discusses with
his direct reports when they meet, and the other participants at those meetings.

Response:
The CODM meets with his direct reports on a weekly basis (generally on Monday) to discuss the consolidated financial information provided
to him. Participants include the CFO, President, COO and VP of Marketing. For the weekly meeting,
discussion topics include sales and marketing trends, operations matters, acquisition opportunities, financing and accounting issues,
etc. All executives discuss his tasks and goals for the week and the CODM discusses the overall planning for the company for the upcoming
week. Meeting minutes are generally prepared.

On a weekly and monthly basis, the CODM reviews and discusses both actualized and potential challenges related to customers and vendors, ensuring vigilant oversight of sales and inventory matters.

On a quarterly basis, the CODM is furnished with a comprehensive financial reporting package. This package encompasses a consolidated budget, consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flow, providing a holistic view of the company’s financial landscape. This structured reporting regimen enhances the CODM’s ability to make informed strategic decisions and monitor the overall financial health of the organization.

Lakeshore Acquisition II Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 7 - Commitments and Contingencies

Bonus Shares, page F-92

    4.
    We note based on your disclosure on page F-92 that as of September 30, 2023 you committed to issue an aggregate of 56,000 bonus shares of PubCo related to loan agreements entered into in March, July, August, and September 2023. Disclose how you plan to account for the issuance of the bonus shares. Refer to your basis in accounting literature. Tell us how you considered the presentation of these issuances in your pro forma unaudited financial statements.

Response: Although the commitments of issuing these bonus shares are in connection
with loans that have already been lent to Lakeshore, they also have the following features: (i) the issuance is contingent on the completion
of proposed business combination between Nature’s Miracle and Lakeshore, which is an uncertain event by the time the financial statements
of Lakeshore was prepared and issued; (ii) the shares to be issued will be shares of PubCo, which will be the surviving listing company
after business combination.

    3

Guided by ASC 718, these bonus
shares qualify as performance-based awards, and the compensation expense should not be recorded until it is probable when the
performance condition will be met. Therefore, these bonus shares shall not be recognized into cost and liability of Lakeshore before
the completion of business combination.

The adjustment L and adjustment
BB of the pro forma unaudited financial statements have included the pro forma accounting treatment of these bonus shares of PubCo
(together with other bonus shares of PubCo in connection with Lakeshore’s commitments or agreements subsequent to September
30, 2023). They are reflected in the unaudited pro forma combined balance sheet at $10.00 per share and cause (i) an increase of
$560,000 in paid-in capital and additional paid-in capital; and (ii) a decrease of $560,000 in retained earning. They are also
reflected in the unaudited pro forma combined income statement as increase of $560,000 financial expenses for the year follows the
business combination. Please refer to the disclosure on page 178 and page 179 of the Amended Registration Statement.

General

    5.
    We note your disclosure on page 174 that “under this full redemption scenario, the cash position of the combined PubCo would be negative without any further financing.” Given the net tangible asset requirement to complete the Business Combination and the significant number of redemptions to date, please revise your disclosure where relevant to discuss the likelihood of any additional financing and whether you intend to waive this condition if necessary.

Response: The disclosure on pages 87 and 88 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.

4

United States securities and exchange commission logo
December 6, 2023
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed November 21, 2023
File No. 333-268343
Dear Bill Chen:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 8, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Nature's Miracle's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
For the nine months ended September 30, 2023 and 2022, page 148
1.Please tell us why you deleted disclosure on page 148 that provided a quantitative analysis
about the changes in revenue and cost of revenue for periods presented.  Please provide a
more robust analysis for the significant decreases in revenue and cost of revenue both in
quantitative and qualitative terms.  For example, expand on your discussion of slower
customer demand and the more competitive market that led to the significant decrease in
revenue and note the primary drivers of these changes and if you expect them to be
temporary or permanent. We refer to guidance in Item 303 of Regulation S-K.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 December 6, 2023 Page 2
 FirstName LastName
Bill Chen
LBBB Merger Corp.
December 6, 2023
Page 2
Unaudited Pro Forma Condensed Combined Balance Sheet As of September 30, 2023, page 170
2.We note you show a negative cash balance in your pro forma combined balance sheet.
Please revise, to show this balance as a liability / bank overdraft.
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
3.We note your response to our previous comment 7.  Please expand your response to:
•Tell us what financial information is provided to your chief operating decision maker
(i.e., CODM) and the frequency in which it is provided.
•Tell us the title and describe the role of each of the individuals who reports to your
CODM.
•Tell us how often the CODM meets with each of his direct reports, the nature of any
financial information the CODM receives or discusses with his direct reports when
they meet, and the other participants at those meetings.
Lakeshore Acquisition II Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 7 - Commitments and Contingencies
Bonus Shares, page F-92
4.We note based on your disclosure on page F-92 that as of September 30, 2023 you
committed to issue an aggregate of 56,000 bonus shares of PubCo related to loan
agreements entered into in March, July, August, and September 2023.   Disclose how you
plan to account for the issuance of the bonus shares.  Refer to your basis in accounting
literature.   Tell us how you considered the presentation of these issuances in your pro
forma unaudited financial statements.
General
5.We note your disclosure on page 174 that "under this full redemption scenario, the cash
position of the combined PubCo would be negative without any further financing." Given
the net tangible asset requirement to complete the Business Combination and
the significant number of redemptions to date, please revise your disclosure where
relevant to discuss the likelihood of any additional financing and whether you intend to
waive this condition if necessary.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 December 6, 2023 Page 3
 FirstName LastName
Bill Chen
LBBB Merger Corp.
December 6, 2023
Page 3
            Please contact Joseph Kempf at 202-551-3352 or Inessa Kessman at 202-551-3371 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Jeff Kauten at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso

CORRESP
1
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    345 Park Avenue

New York, NY 10154-1895
    Direct 212.407.4000

    Main 212.407.4000

    Fax 212.407.4990

November 21, 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. 3 to Registration Statement on Form S-4

    Filed October 12, 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 November 8, 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”). Concurrently with the submission
of this letter, the Company is submitting its Amendment No. 4 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.

Amendment No. 3 to Registration Statement on Form S-4

Unaudited Pro Forma Condensed Combined Financial Information,
page 167

    1.
    Please explain why you do not adjust for Nature’s Miracle’s deferred offering costs recorded in assets as of June 30, 2023.

Response: Nature’s
Miracle’s deferred offering costs will be adjusted as a reduction of additional paid-in capital upon closing of Business Combination.
The disclosure on pages 170 and 174 of the Amended Registration Statement has been revised in response to the Staff’s comment.

    2.
    We note adjustment (J) relates to shares issued for a loan guarantee. Tell us why the debit for adjustment (J) is reflected in additional paid-in capital.

Response: The issuance
of shares relating to loan guarantee will be treated as financing expenses and cause a reduction of net profit and retained earning upon
closing of Business Combination. The disclosure on pages 170, 171 and 175 of the Amended Registration Statement has been revised in response
to the Staff’s comment.

    3.

    We note adjustment (K) reflects a
    “potential financing transaction for $5,000,000 associated with the Business Combination under the full redemption scenario in
    order to reach practical cash balance.” Please revise the disclosure to state the basis for your belief that obtaining this
    financing is probable or delete the amount of the adjustment in the pro forma balance sheet and only include note disclosure of the
    status of funding negotiations and the type of funding being negotiated. If the funding is not probable at this time, please revise
    the pro forma balance sheet to prominently present your negative cash position prior to any future funding.

Response: The amount
of the adjustment has been deleted for the pro forma statements. The disclosure on pages 170 ~175 of the Amended Registration Statement
has been revised in response to the Staff’s comment.

Executive Officer and Director Compensation, page 188

    4.
    Revise to include updated executive compensation disclosure for the fiscal year ended December 31, 2022.

Response: The disclosure
on page 189 of the Amended Registration Statement has been revised in response to the Staff’s comment.

Unaudited Condensed Consolidated Statements of Cash Flows, page
F-6

    5.
    Please explain your line item “Shares issued to acquire net assets of Hydroman” for $20,000,000. The $20,000,000 balance does not agree with your disclosure on pages F-4, F-17, F-32, F-34 and F-44.

Response: The disclosure
on pages F-6 of the Amended Registration Statement has been revised in response to the Staff’s comment.

Notes to Unaudited Consolidated Financial Statements

Note 3 - Basis of presentation and summary of significant accounting
policies

Revenue recognition, page F-13

    6.
    On page F-13 you state that “Shipping and handling costs are deemed fulfillment costs and recorded as selling expenses.” However, on pages F-10 and F-14 you state that freight and delivery fees are included in cost of revenue. Please explain the apparent contradiction between these two statements.

Response:
The disclosure on pages F-13 of the Amended Registration Statement has been revised in response to the Staff’s comment.

Segment reporting, page F-14

    7.
    We note your disclosure on page F-14 states that you only have one reportable segment and that you do not distinguish between markets or segments for the purpose of internal reporting. However, based on your disclosures on pages 148 and 149 you appear to track revenue and cost of revenue for both your “Visiontech” and “Hydroman” businesses, providing you with discrete financial information below the consolidated level. Please tell us how you considered ASC 280-10-50 in determining your operating and reportable segments and ASC 350-20-35-33 through 35-46 in determining your reporting units. To the extent that you have aggregated multiple operating segments into a single reportable segment, please also tell us your basis for doing so.

Response:

The Company evaluates its segment reporting
following guidance in ASC 280:

ASC 280-10-50 defines an operating segment
as “a component of a public entity that has all of the following characteristics:

 ● It
engages in business activities from which it may earn revenues and incur expenses.

    2

 ● Its
operating results are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions
about resources to be allocated to the segment and assess its performance.

    ●
    Its discrete financial information is available.

After Visiontech acquired
Hydroman, management integrated the two operations as one segment, “grow light,” due to many similarities in their operations
such as:

 ● Both Visitiontech and Hydroman’s products are grow lights and growing
media, including LED lights, HPS and Ceramic Metal Halide (“CMH”) fixtures, lighting ballast and grow media products. Visiontech
has its own brand name of Efinity while Hydroman mainly distribute third party products.

 ● The two companies share similar suppliers: Visiontech and Hydroman purchased
22% and 27%, respectively, from one supplier for the year ended December 31, 2022.

 ● Both Hydroman and Vistiontech primarily sell
CEA products directly to wholesale CEA distributors who, in turn, supply-sell the products to other wholesalers and retailers across the
U.S.

Since the acquisition, Visiontech’s
management took over Hydroman’s operations, including management, sales, accounting and purchasing. As such, these is only one segment
manager (Mr. Zhiyi Zhang) who is directly accountable and maintains regular contact with the Chief Executive Officer (who has been identified
as the CODM) to discuss and report operating activities, financial results, forecasts and strategic plans. The CODM does not regularly
review activities below the consolidated level for purposes of assessing performance and making resource allocation decisions. As such,
the Company considered sale of grow light as one operating segment.

Identification of Reporting Units

The unit of accounting for goodwill is at a level
of the entity referred to as a reporting unit. The Company analyzed its reporting unit following guidance below:

350-20-35-34 A component of an operating segment
is a reporting unit if the component constitutes a business or a nonprofit activity for which discrete financial information is available
and segment management, as that term is defined in paragraph 280-10-50-7, regularly reviews the operating results of that component.

350-20-35-35 However, two or more components of
an operating segment shall be aggregated and deemed a single reporting unit if the components have similar economic characteristics. Paragraph
280-10-50-11 shall be considered in determining if the components of an operating segment have similar economic characteristics.

Based on aggregation criteria analyzed above,

350-20-35-36 An operating segment shall be deemed
to be a reporting unit if all of its components are similar, if none of its components is a reporting unit, or if it comprises only a
single component.

The Company does not have components below its
operating segment, the reporting unit is the same as operating segment.

Based on analysis above for ASC 280, the Company has one grow light
segment, there is no separate segment manager below operating segment. As such, the Company has one reporting unit which is the same as
its operating segment.

    3

Note 16 - Subsequent events, page F-28

    8.
    We note based on your disclosure on page F-28 that on August 23, 2023, you issued shares of common stock and stock options to your executives and director. Please disclose the future expense associated with these issuances in your MD&A. Disclose the period when the expense will be reflected in your statement of operations.

Response:
The disclosure on pages F-25 and page 148 of the Amended Registration
Statement has been revised in response to the Staff’s comment.

Report of Independent Registered Public Accounting Firm, page
F-29

    9.
    We note that the accounting acquirer, Nature’s Miracle, Inc., changed auditors on May 16, 2023. Please provide the disclosures required by Item 304 of Regulation S-K with respect to any changes in the accounting acquirer’s auditor.

Response:
The disclosure on page 204 of the Amended Registration Statement has been revised in response to the Staff’s comment.

    4

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.

5

United States securities and exchange commission logo
November 8, 2023
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed October 12, 2023
File No. 333-268343
Dear Bill Chen:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 31, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 167
1.Please explain why you do not adjust for Nature's Miracle's deferred offering costs
recorded in assets as of June 30, 2023.
2.We note adjustment (J) relates to shares issued for a loan guarantee.  Tell us why the debit
for adjustment (J) is reflected in additional paid-in capital.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 November 8, 2023 Page 2
 FirstName LastName
Bill Chen
LBBB Merger Corp.
November 8, 2023
Page 2
3.We note adjustment (K) reflects a “potential financing transaction for $5,000,000
associated with the Business Combination under the full redemption scenario in order to
reach practical cash balance.”  Please revise the disclosure to state the basis for your belief
that obtaining this financing is probable or delete the amount of the adjustment in the pro
forma balance sheet and only include note disclosure of the status of funding negotiations
and the type of funding being negotiated.  If the funding is not probable at this time,
please revise the pro forma balance sheet to prominently present your negative cash
position prior to any future funding.
Executive Officer and Director Compensation, page 188
4.Revise to include updated executive compensation disclosure for the fiscal year ended
December 31, 2022.
Unaudited Condensed Consolidated Statements of Cash Flows, page F-6
5.Please explain your line item "Shares issued to acquire net assets of Hydroman" for
$20,000,000.  The $20,000,000 balance does not agree with your disclosure on pages F-4,
F-17, F-32, F-34 and F-44.
Notes to Unaudited Consolidated Financial Statements
Note 3 - Basis of presentation and summary of significant accounting policies
Revenue recognition, page F-13
6.On page F-13 you state that "Shipping and handling costs are deemed fulfillment costs
and recorded as selling expenses."  However, on pages F-10 and F-14 you state that
freight and delivery fees are included in cost of revenue.  Please explain the apparent
contradiction between these two statements.
Segment reporting, page F-14
7.We note your disclosure on page F-14 states that you only have one reportable segment
and that you do not distinguish between markets or segments for the purpose of internal
reporting. However, based on your disclosures on pages 148 and 149 you appear to track
revenue and cost of revenue for both your "Visiontech" and "Hydroman" businesses,
providing you with discrete financial information below the consolidated level. Please tell
us how you considered ASC 280-10-50 in determining your operating and reportable
segments and ASC 350-20-35-33 through 35-46 in determining your reporting units. To
the extent that you have aggregated multiple operating segments into a single reportable
segment, please also tell us your basis for doing so.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 November 8, 2023 Page 3
 FirstName LastName
Bill Chen
LBBB Merger Corp.
November 8, 2023
Page 3
Note 16 - Subsequent events, page F-28
8.We note based on your disclosure on page F-28 that on August 23, 2023, you issued
shares of common stock and stock options to your executives and director.  Please
disclose the future expense associated with these issuances in your MD&A.  Disclose the
period when the expense will be reflected in your statement of operations.
Report of Independent Registered Public Accounting Firm, page F-29
9.We note that the accounting acquirer, Nature's Miracle, Inc., changed auditors on May 16,
2023.  Please provide the disclosures required by Item 304 of Regulation S-K with respect
to any changes in the accounting acquirer’s auditor.
            Please contact Joseph Kempf at 202-551-3352 or Inessa Kessman at 202-551-3371 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Jeff Kauten at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso

CORRESP
1
filename1.htm

                           345 Park Avenue

                           New York, NY 10154-1895

                           Direct  212.407.4000

                           Main  212.407.4000

                           Fax  212.407.4990

Via Edgar

October 12, 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. 2 to Registration
    Statement on Form S-4

    Filed January 20, 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 January 31, 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”).
Concurrently with the submission of this letter, the Company is submitting its Amendment No. 3 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.

Amendment No. 2 to Registration Statement on Form S-4

Financial Statements

Nature’s Miracle, Inc.

Consolidated and Combined Statements of Cash Flows, page F-5

    1.
    We note your response
    to comment 3. It appears you combine cash and non-cash transactions, please revise to disclose non-cash investing and finance activities
    separately in accordance with ASC 230-10-50-3 through 50-6.

Response: In accordance
with the Staff’s comment, Nature’s Miracle has revised the cash flow statements accordingly on page F-33 of the Amended Registration
Statement. The financial statements of Hydroman Inc., have also been included beginning on page F-58 of the Amended Registration Statement.

Variable interest entity, page F-7

    2.
    We note your response
    to comment 4. As previously requested, please clarify for us and disclose if Nature’s Miracle/Visiontech provided consent to surrender
    its right to collect amounts due from Upland.

Response: Yes. Nature’s
Miracle/Visiontech did provide the consent to surrender its right to collect from Upland. Please see attached as Exhibit A to this
letter an assignment agreement executed by Nature’s Miracle/Visiontech. Please also see the response under 3.

    3.
    We further note your
    response to comment 4 only addresses sub-paragraph ‘d’ of ASC 810-10-25-43. As previously requested, please provide us with a full
    accounting analysis as to how you determined that an assignment of the unsecured promissory note to related parties should result
    in deconsolidation of Upland. Your response should reference all pertinent accounting literature used in your analysis.

Response: Upon further
evaluation and analysis ASC 810, Nature’s Miracle believes that it does have a variable interest in Upland even after the assignment
of the notes from Upland to the shareholders of Upland since the shareholders of Upland are significant shareholders of Nature’s
Miracle as well and are considered de facto agents of Nature’s Miracle. As a result, Nature’s Miracle continued to consolidate
Upland. Nature’s Miracle has revised the disclosure at pages F-8, F-16, F-36 and F-43 of the Amended Registration Statement.

Note 1 - Nature of business and organization, page F-26

    4.
    Since Nature’s Miracle was formed
        solely to facilitate a merger between Visiontech and Hydroman, we do not believe it is a business. We refer to guidance in ASC
        805-10-55-5D and 5E. Please revise accordingly.

Response: Nature’s
Miracle has revised the accounting treatment and disclosure on page F-35 to state that the combination between Visontech and Nature’s
Miracle was treated as a reverse recapitalization for financial reporting purpose. Visiontech was the accounting acquirer in accordance
with ASC 805-10 while Nature’s Miracle was treated as the “acquired” company.

    5.
    We note that your response
    to comment 8 states that Visiontech and Hydroman “did not have formal common control” before their combination with Nature’s
    Miracle. If no common control existed prior to their combination with Nature’s Miracles it is unclear how your accounting for the
    transaction complies with ASC 805-10-25-4, which requires that “[f]or each business combination, one of the combining entities
    shall be identified as the acquirer.” Please revise, accordingly.

Response: Supplementing
the response to comment 4 above, Nature’s Miracle accounted for the acquisition of Hydroman as a business combination under ASC
805. Nature’s Miracle (post combination with Visiontech) was the acquirer and Hydroman was the acquiree in accordance with 805-10-25-4
and 5 because the shareholders of Visiontech hold a 40% share of the combined entity as opposed to the 29% share held by the shareholders
of Hydroman and their relative sizes of Visiontech to Hydroman in terms of total assets and revenue.

General

    6.
    We note based on disclosure
    on page 171 that Jinlong (David) Du will serve as Director of New Nature’s Miracle following the Business Combination. Mr.
    Du is also the CEO of Megaphoton, Inc. Given that Megaphoton, Inc. is also your major supplier, please disclose the related party
    nature of transactions with Megaphoton, Inc. throughout your filing.

Response:
Mr. Jinlong Du is no longer a director of Nature’s Miracle as of April 17, 2022 and will not serve as a director of the
post-Business Combination Company. The disclosure on pages 177, F-22 and F-49 of the Amended Registration Statement has been revised
accordingly.

    2

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

Exhibit A

ASSIGNMENT AND ASSUMPTION OF UNSECURED PROMISSORY
NOTE

This Assignment and Assumption of Unsecured Promissory
Note (“Agreement”), dated as of August 27, 2022 by and among Upland 858 LLC. (“Assignor”) and Zhiyi Zhang, Vartor
Vahe Doudakian and Yang Wei (“Assignees”).

A.   The
following documents are referred to herein as the “Assigned Note”:

1. Unsecured Promissory Note
dated as of August 27, 2021, executed by Visiontech Group, Inc. (the “Lender”) and Upland 858, LLC (the “Borrower”)
in the original principal amount of $1,574,078.70, attached hereto as Exhibit “A”.

B.   Assignor
desires to assign its rights and obligations under the Assigned Note to Assignees, who are members of the Borrower, and Assignees desire
to assume all of Assignor’s rights and obligations under the Assigned Note on the terms and conditions hereof.

In consideration of the foregoing,
and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignees and Assignor hereby agree:

1.   Assignment
and Delegation. Effective as of the date hereof, Assignor hereby grants, assigns and transfers to Assignees all of Assignor’s
right, title and interest in and to the Assigned Note, and transfers and delegates to Assignees all of Assignor’s duties, liabilities
and obligations under the Assigned Note of every kind and nature whatsoever, subject to all of the terms and provisions of the Assigned
Note.

2.   Acceptance
and Assumption. Effective as of the date hereof, Assignees hereby accept the foregoing grant, assignment, transfer and delegation
and assume and agree to fully and completely perform all of Assignor’s duties, liabilities and obligations under the Assigned Note
of every kind and nature whatsoever, subject to all of the terms and provisions of the Assigned Note.

3.   Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

4.   Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute
one and the same instrument.

[SIGNATURES ON FOLLOWING PAGE]

    A-1

IN WITNESS WHEREOF, Assignees
and Assignor have caused this Assignment and Assumption of Unsecured Promissory Note to be duly executed as of the date first written
above.

    Assignor:

    Upland 858 LLC

    By:
    /s/ Zhiyi Zhang

    Zhiyi Zhang, President

    Assignees:

    Vartor Vahe Doudakian

    By:
    /s/ Vartor Vahe Doudakian

    Zhiyi Zhang

    By:
    /s/ Zhiyi Zhang

    Yang Wei

    By:
    /s/ Yang Wei

    Lender:

    Visiontech Group, Inc.

    By:
    /s/ Zhiyi Zhang

    Zhiyi Zhang, President

    A-2

Exhibit “A”

Unsecured Promissory Note dated as of August 27,
2021, executed by Borrower and Lender in

 the original principal amount of $1,574,078.70

A-3

United States securities and exchange commission logo
January 31, 2023
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 20, 2023
File No. 333-268343
Dear Bill Chen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Financial Statements
Nature's Miracle, Inc.
Consolidated and Combined Statements of Cash Flows, page F-5
1.We note your response to comment 3.  It appears you combine cash and non-cash
transactions, please revise to disclose non-cash investing and finance activities separately
in accordance with ASC 230-10-50-3 through 50-6.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 January 31, 2023 Page 2
 FirstName LastName
Bill Chen
LBBB Merger Corp.
January 31, 2023
Page 2
Variable interest entity, page F-7
2.We note your response to comment 4.  As previously requested, please clarify for us and
disclose if Nature's Miracle/Visiontech provided consent to surrender its right to collect
amounts due from Upland.
3.We further note your response to comment 4 only addresses sub-paragraph 'd' of ASC
810-10-25-43.  As previously requested, please provide us with a full accounting analysis
as to how you determined that an assignment of the unsecured promissory note to related
parties should result in deconsolidation of Upland.  Your response should reference all
pertinent accounting literature used in your analysis.
Note 1 - Nature of business and organization, page F-26
4.Since Nature’s Miracle was formed solely to facilitate a merger between Visiontech and
Hydroman, we do not believe it is a business.  We refer to guidance in ASC 805-10-55-5D
and 5E.  Please revise accordingly.
5.We note that your response to comment 8 states that Visiontech and Hydroman "did not
have formal common control" before their combination with Nature's Miracle. If no
common control existed prior to their combination with Nature's Miracles it is unclear
how your accounting for the transaction complies with ASC 805-10-25-4, which requires
that "[f]or each business combination, one of the combining entities shall be identified as
the acquirer."  Please revise, accordingly.
General
6.We note based on disclosure on page 171 that Jinlong (David) Du will serve as Director of
New Nature’s Miracle following the Business Combination. Mr. Du is also the CEO of
Megaphoton, Inc.  Given that Megaphoton, Inc. is also your major supplier, please
disclose the related party nature of transactions with Megaphoton, Inc. throughout your
filing.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 January 31, 2023 Page 3
 FirstName LastName
Bill Chen
LBBB Merger Corp.
January 31, 2023
Page 3
            You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Inessa
Kessman, Senior Staff Accountant, at 202-551-3371 if you have questions regarding comments
on the financial statements and related matters.  Please contact Kyle Wiley, Staff Attorney, at
202-344-5791 or Jeff Kauten, Staff Attorney, at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso

CORRESP
1
filename1.htm

    345 Park Avenue

    New York, NY 10154-1895

    Direct  212.407.4000

    Main  212.407.4000

    Fax  212.407.4990

Via Edgar

January 20, 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.

    Registration Statement on Form S-4

    Filed December 28, 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 January 12, 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”). Concurrently with the submission
of this letter, the Company is submitting its Amendment No. 2 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.

Amendment No. 1 to Registration Statement on Form S-4

Risk Factors

Risk Related to Nature’s Miracle’s Business and Industry

Our reliance on a limited base of suppliers for our products
may result in disruptions to our

business..., page 47

    1.
    We note your response to prior comment 4 that your subsidiary, Hydroman, entered into an exclusive supply agreement with Megaphoton. Please disclose the percentage of total sales attributable to Megaphoton and, to the extent that you are substantially dependent on such agreement, file the agreement as an exhibit. Refer to Item 601(b)(10)(B)(ii) of Regulation S-K.

Response: The disclosure
on page 48 of the Amended Registration Statement has been revised in accordance with the Staff’s comment and the agreement has been
filed as Exhibit 10.14 to the Amended Registration Statement.

Nature’s Miracle, Inc. Management’s Discussion and Analysis

Results of Operations, page 143

    2.
    We have considered your response to comment 11 and note that, in the revised text, 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 is provided. For instance, on page 146, Nature’s Miracle attributes an increase in costs of revenues and gross profit primarily “to increased inventory cost related to the increase in revenues” and also to increased “lease expenses associated with the new warehouse leases, delivery and shipping costs”. These material factors are not quantified. Please refer to Item 303(b) of Regulation S-K and revise to quantify material changes in line items, including where material changes within a line items offset one another.

Response: The
disclosure on pages 146, 147, and 148 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, page F-5

    3.
    You state that you deconsolidated Upland on August 27, 2022, however you show cash used to purchase property and equipment for $4.4 million and cash inflow from mortgage loan borrowing for $3 million for the nine months ended September 30, 2022. Please explain those balances if Upland is no longer consolidated. Also, explain why the consolidation and deconsolidation of Upland would result in a cash inflow of $1.3 million. Please revise accordingly.

Response: In accordance
with the Staff’s comment, Nature’s Miracle advises the Staff that the deconsolidation of Upland on August 27, 2022 impacted the balance sheet as
of September 30, 2022 as the property, plant, and equipment (the “PP&E”) and long-term debt were reduced by $4.3 million
and $3 million, respectively, as compared to the balance sheet as of June 30, 2022 when Upland was consolidated. The deconsolidation of
Upland had no impact on the cash flow statement for the nine months ended September 30, 2022 since the purchase of PP&E of $4.4 million
and net impact to cash resulting from consolidation and deconsolidation of Upland of $1.3 million are offset by the mortgage loan borrowing
of $3 million.

Note 2 -Basis of Presentation and Summary of significant accounting
policies

Variable interest entity, page F-7

4. We
                                            note your disclosure on page F-7 regarding Upland 858 LLC (Upland). It appears that at some
                                            point in early 2022 you considered Upland to be a variable interest entity (VIE) for which
                                            you were the primary beneficiary which resulted in consolidation of Upland. However, upon
                                            the assignment of an unsecured promissory note to related parties, you deconsolidated Upland
                                            stating a “variable interest no longer existed.” Also, it appears that the note
                                            assignment was executed as a transaction solely between Nature’s Miracle/Visiontech shareholders
                                            and Upland. In this regard:

 ● Tell us and
                                            disclose if Nature’s Miracle/Visiontech provided consent to surrender its right to directly
                                            collect such amounts due from Upland;

 ● Tell us and
                                            disclose Nature’s Miracle/Visiontech’s intention of collecting the loan amounts from their
                                            own shareholders;

 ● Tell us why
                                            the loan was assigned to your shareholders versus unrelated third parties;

 ● Given the related
                                            party nature of the note assignment, tell us why you believe the assignment has economic
                                            substance;

 ● Provide us
                                            with your accounting analysis as to why you determined that an assignment of the unsecured
                                            promissory note to related parties should result in deconsolidation of Upland. Your response
                                            should reference accounting literature used in your analysis, including how you considered
                                            the related party nature of these transactions per ASC 810-10-25-43;

Response: In accordance
with the Staff’s comment, we advise the Staff that:

 ● Visiontech
                                            has entered into an assignment and assumption of promissory note agreement with the members
                                            of Upland, pursuant to which Visiontech will not directly collect the amount due from Upland,
                                            and will collect the amount due under the promissory note from the members of Upland who
                                            are also shareholders of Nature’s Miracle;

    2

 ● Nature’s
                                            Miracle/Visiontech is committed to collect such amount from these shareholders;

    ●
    Nature’s Miracle believes such assignment to its shareholders will enhance the company’s ability to collect from shareholders since they hold significant stakes in Nature’s Miracle. In addition, this transaction aligns the economic interests of shareholders of Nature’s Miracle since they are shareholders of Nature’s Miracle and members of Upland as well;

    ●
    Nature’s Miracle believes the assignment has economic substance since transferring such note to a third party would neither have the aforementioned effect, nor be feasible due to the small size of the transaction; and

    ●
    Under ASC 810-10-25-43(d), a party is a de facto agent of a reporting entity if that party has an agreement that it cannot sell, transfer, or encumber its interests in an entity without the prior approval of the reporting entity because the agreement constrains the party from being able to manage the economic risks or realize the economic rewards of its interests in the entity. In Nature’s Miracle’s case, there is no such agreement in place which requires the members of Upland to obtain approval from Nature’s Miracle/Visiontech in relation to the any decision related to Upland. In fact, Upland is a separate legal entity and is operated totally independently and separately from Nature’s Miracle/Visiontech. Therefore, these shareholders, although considered related parties, do not have a de facto agent relationship with Nature’s Miracle/Visiontech. As a result, Nature’s Miracle can still deconsolidate Upland even though the note was assigned to related parties.

Note 9 - Equity, page F-15

    5.
    We note from your responses to comments 21 and 22 that you determined that Nature’s Miracle was the acquired entity for accounting purposes in its combination with Visiontech Group and Hydroman. Clarify your response to comment 20 and tell us if the $239,139 cash inflow from investing activities relates to cash acquired in the reverse merger. Revise your label accordingly.

Response: In
accordance with the Staff’s comment, the disclosure on page F-5 of the Amended Registration Statement has been revised and
Nature’s Miracle confirms that the $239,139 is related to the reverse merger between Visiontech/Hydroman and Nature’s
Miracle. As stated in previous responses, the $239,139 represents the cash balance of Nature’s Miracle at the time the merger
of Nature’s Miracle, Visiontech and Hydroman occurred.

Note 10 - Concentration of risk, page F-17

    6.
    We note your response to comment 25 and your new disclosure. However, we also note based on disclosure on page 48 that you and Megaphoton have an exclusive supplier agreement. Please disclose information about the exclusive supplier agreement in the notes to your financial statements and in your MD&A.

Response:
The disclosure on page F-17 and page 145 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

    3

Note 1 - Nature of business and organization, page F-26

    7.
    We have considered your response to comments 21 and 22, and note from your response to comment 22 that Nature’s Miracle was formed on March 31, 2022, shortly before it entered into the June 1, 2022 Share Exchange Agreement with Visiontech Group, Inc. and Hydroman, Inc. It further appears from your response to comment 20 that Nature’s Miracle was capitalized via the April 15, 2022 subscription agreement for $394,000, which according to Nature’s Miracle’s September 30, 2022 Statement of Changes to Stockholders’ Equity, appears to be Nature’s Miracle’s sole contribution in its merger with Visiontech and Hydroman. Moreover, it appears from your discussion of results of operations in MD&A that Nature’s Miracle brought little if any revenues and operating expenses to the combined entity. Tell us your consideration of ASC 805-10-55-3A through 55-6 and ASC 805-10-55-8 through 55-9 as to whether or not Nature’s Miracle was a business and therefore within the scope of ASC 805.

Response: In accordance
with the Staff’s comment, Nature’s Miracle advises the Staff that, according to ASC 805-10-55-4, a business consists of inputs
and processes applied to those inputs that have the ability to contribute to the creation of outputs, which is required in order to qualify
for a business. Nature’s Miracle, Inc. was formed to facilitate the merger of Visiontech and Hydroman and also raised $394,000
to pay for certain professional costs to complete the merger. James Li is the CEO of Nature’s Miracle and facilitated the merger
transaction. Nature’s Miracle has the input (raised capital), process (management and merger process) and output (the reverse merger
of Visiontech and Hydroman into Nature’s Miracle). Therefore, the combined company considered Nature’s Miracle to be a business
prior to the merger with Visiontech and Hydroman, and therefore falls within the scope of ASC 805.

    8.
    Tell us your consideration of the guidance provided by ASC 805-10-25-4 through 25-5 regarding your identification of the accounting acquirer in the Nature’s Miracle, Visiontech and Hydroman combination. It appears that common control did not exist between Visiontech and Hydroman prior to the June 2022 combination with Nature’s Miracle. In the absence of prior common control over Visiontech and Hydroman it is unclear how Visiontech and Hydroman together can be identified as joint accounting acquirers. Please advise.

Response: In accordance
with the Staff’s comment, Nature’s Miracle advises the Staff that, by applying ASC 805-10-25-4 and ASC 805-10-25-5 as well
as considering the factors in paragraph 805-10-55-11 through 55-15 which include relative voting rights, size of single minority voting
interest, composition of the governing body, composition of management, terms of the exchange of equity interests, size, Nature’s
Miracle does not believe that either Visiontech or Hydroman could be the accounting acquirer on a stand-alone basis. Although the two
companies did not have formal common control, the two companies share many common characteristics including both depending substantially
on one supplier, Megaphoton, which represented 69% of the two companies’ aggregate revenue. The management of the two companies
knew each other well and decided to merge into Nature’s Miracle because management did not believe that either entity could individually
be publicly listed. Neither one of the two companies controlled the combined company post-merger from the standpoint of management composition,
board control or relative voting rights. However, on a joint basis, the two companies do control the merged entity and would qualify
to be the accounting acquirers per ASC 805-40-05-02 regarding the reverse acquisition. In addition, Nature’s Miracle meets the
definition of a business under ASC 805-10-55-4 and would be qualified as the accounting acquiree in this transaction.

    9.
    Tell us and disclose Mr. James Li’s role prior to the June 1, 2022 merger between Nature’s Miracle, Visiontech, and Hydroman. Confirm that he is the CEO of Nature’s Miracle after the merger between Nature’s Miracle, Visiontech, and Hydroman, and that he will continue to be the CEO of the company after the merger with LBBB Merger Corp.

Response: The disclosure
on page F-27 of the Amended Registration Statement has been revised in accordance with the Staff’s comment. We confirm that James
Li continues to be the CEO of Nature’s Miracle after the merger between Nature’s Miracle, Visiontech, and Hydroman and will
continue to be the CEO of the company after the merger with LBBB Merger Corp.

Please do not hesitate to
contact Giovanni Caruso, Esq. at (212) 407-4866 of Loeb & Loeb LLP or Ying Li, Esq. at (212) 530-2206 of Hunter Taubman Fischer &
Li LLC with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    cc:

    Bill Chen, LB

United States securities and exchange commission logo
January 12, 2023
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 28, 2022
File No. 333-268343
Dear Bill Chen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 14, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Risk Factors
Risk Related to Nature's Miracle's Business and Industry
Our reliance on a limited base of suppliers for our products may result in disruptions to our
business..., page 47
1.We note your response to prior comment 4 that your subsidiary, Hydroman, entered into
an exclusive supply agreement with Megaphoton. Please disclose the percentage of total
sales attributable to Megaphoton and, to the extent that you are substantially dependent on
such agreement, file the agreement as an exhibit. Refer to Item 601(b)(10)(B)(ii) of
Regulation S-K.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 January 12, 2023 Page 2
 FirstName LastNameBill Chen
LBBB Merger Corp.
January 12, 2023
Page 2
Nature's Miracle, Inc. Management's Discussion and Analysis
Results of Operations, page 143
2.We have considered your response to comment 11 and note that, in the revised text,
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 is provided. For instance, on page 146, Nature’s Miracle attributes an increase in
costs of revenues and gross profit primarily "to increased inventory cost related to the
increase in revenues" and also to increased "lease expenses associated with the new
warehouse leases, delivery and shipping costs".  These material factors are not
quantified.  Please refer to Item 303(b) of Regulation S-K and revise to quantify material
changes in line items, including where material changes within a line items offset one
another.
Financial Statements
Nature's Miracle, Inc.
Consolidated and Combined Statements of Cash Flows, page F-5
3.You state that you deconsolidated Upland on August 27, 2022, however you show cash
used to purchase property and equipment for $4.4 million and cash inflow from mortgage
loan borrowing for $3 million for the nine months ended September 30, 2022.  Please
explain those balances if Upland is no longer consolidated.   Also, explain why the
consolidation and deconsolidation of Upland would result in a cash inflow of $1.3
million.  Please revise accordingly.

Note 2 -Basis of Presentation and Summary of significant accounting policies
Variable interest entity, page F-7
4.We note your disclosure on page F-7 regarding Upland 858 LLC (Upland).  It appears that
at some point in early 2022 you considered Upland to be a variable interest entity (VIE)
for which you were the primary beneficiary which resulted in consolidation of Upland.
However, upon the assignment of an unsecured promissory note to related parties, you
deconsolidated Upland stating a "variable interest no longer existed."  Also, it appears that
the note assignment was executed as a transaction solely between Nature's
Miracle/Visiontech shareholders and Upland.  In this regard:
•Tell us and disclose if Nature's Miracle/Visiontech provided consent to surrender its
right to directly collect such amounts due from Upland.
•Tell us and disclose Nature's Miracle/Visiontech's intention of collecting the loan
amounts from their own shareholders.
•Tell us why the loan was assigned to your shareholders versus unrelated third
parties.
•Given the related party nature of the note assignment, tell us why you believe the
assignment has economic substance.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 January 12, 2023 Page 3
 FirstName LastName
Bill Chen
LBBB Merger Corp.
January 12, 2023
Page 3
•Provide us with your accounting analysis as to why you determined that an
assignment of the unsecured promissory note to related parties should result in
deconsolidation of Upland.  Your response should reference accounting literature
used in your analysis, including how you considered the related party nature of these
transactions per ASC 810-10-25-43.
Note 9 - Equity, page F-15
5.We note from your responses to comments 21 and 22 that you determined that Nature's
Miracle was the acquired entity for accounting purposes in its combination with
Visiontech Group and Hydroman.  Clarify your response to comment 20 and tell us if the
$239,139 cash inflow from investing activities relates to cash acquired in the reverse
merger. Revise your label accordingly.
Note 10 - Concentration of risk, page F-17
6.We note your response to comment 25 and your new disclosure. However, we also note
based on disclosure on page 48 that you and Megaphoton have an exclusive supplier
agreement.  Please disclose information about the exclusive supplier agreement in the
notes to your financial statements and in your MD&A.
Note 1 - Nature of business and organization, page F-26
7.We have considered your response to comments 21 and 22, and note from your response
to comment 22 that Nature's Miracle was formed on March 31, 2022, shortly before it
entered into the June 1, 2022 Share Exchange Agreement with Visiontech Group, Inc. and
Hydroman, Inc. It further appears from your response to comment 20 that Nature's
Miracle was capitalized via the April 15, 2022 subscription agreement for
$394,000, which according to Nature's Miracle's September 30, 2022 Statement of
Changes to Stockholders' Equity, appears to be Nature's Miracle's sole contribution in its
merger with Visiontech and Hydroman.  Moreover, it appears from your discussion of
results of operations in MD&A that Nature's Miracle brought little if any revenues and
operating expenses to the combined entity.  Tell us your consideration of ASC 805-10-55-
3A through 55-6 and ASC 805-10-55-8 through 55-9 as to whether or not Nature's
Miracle was a business and therefore within the scope of ASC 805.
8.Tell us your consideration of the guidance provided by ASC 805-10-25-4 through 25-5
regarding your identification of the accounting acquirer in the Nature's Miracle,
Visiontech and Hydroman combination.  It appears that common control did not exist
between Visiontech and Hydroman prior to the June 2022 combination with Nature's
Miracle.  In the absence of prior common control over Visiontech and Hydroman it is
unclear how Visiontech and Hydroman together can be identified as joint accounting
acquirers. Please advise.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 January 12, 2023 Page 4
 FirstName LastName
Bill Chen
LBBB Merger Corp.
January 12, 2023
Page 4
9.Tell us and disclose Mr. James Li's role prior to the June 1, 2022 merger between Nature’s
Miracle, Visiontech, and Hydroman.  Confirm that he is the CEO of Nature's Miracle after
the merger between Nature’s Miracle, Visiontech, and Hydroman, and that he will
continue to be the CEO  of the company after the merger with LBBB Merger Corp.
            You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Inessa
Kessman, Senior Staff Accountant, at 202-551-3371 if you have questions regarding comments
on the financial statements and related matters.  Please contact Kyle Wiley, Staff Attorney, at
202-344-5791 or Jeff Kauten, Staff Attorney, at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso

CORRESP
1
filename1.htm

    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.

    2

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.

    3

 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.

    4

 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.

    5

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

United States securities and exchange commission logo
December 14, 2022
Bill Chen
Chief Executive Officer
LBBB Merger Corp.
667 Madison Avenue
New York, NY 10065
Re:LBBB Merger Corp.
Registration Statement on Form S-4
Filed November 14, 2022
File No. 333-268343
Dear Bill Chen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
 December 14, 2022 Page 2
 FirstName LastName
Bill Chen
LBBB Merger Corp.
December 14, 2022
Page 2
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.
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.
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.
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.
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.
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.

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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.
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.
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.
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.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
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 FirstName LastName
Bill Chen
LBBB Merger Corp.
December 14, 2022
Page 4
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.
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.
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.

 FirstName LastNameBill Chen
 Comapany NameLBBB Merger Corp.
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Bill Chen
LBBB Merger Corp.
December 14, 2022
Page 5
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.
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.
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.
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.
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.

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 Comapany NameLBBB Merger Corp.
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Bill Chen
LBBB Merger Corp.
December 14, 2022
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Note 9 - Equity, page F-13
20.Tell us how you accounted for the April 15, 2022 subscription agreement where you
raised net proceeds of $394,000.  We do not see this transaction in your consolidated
financial statements.
Note 1 - Nature of business and organization, page F-23
21.We note your statement that, "On June 1, 2022, Nature’s Miracle, Inc. entered into the
Share Exchange Agreements with the shareholders of Visiontech Group, Inc.
(“Visiontech”, a California Company) and Hydroman, Inc. (“Hydroman”, a California
Company), resulting in the shareholders of Visiontech and Hydroman becoming
the shareholders of Nature’s Miracle and Nature’s Miracle becoming the 100%
shareholder of Visiontech and Hydroman. The Company treated the transaction as a
reverse merger. Post reverse merger, shareholders of Visiontech and Hydroman own 40%
and 29% respectively of Nature’s Miracle, Inc." In this regard:
•Referring to your basis in accounting literature, tell us why you accounted for these
transactions as a reverse merger.  We note there appears to be two transactions, one
with Visiontech and one with Hydroman.  We also note neither Visiontech nor
Hydroman shareholders own more that 50% of Nature's Miracle Inc. post acquisition.
•Revise your corporate structure on page 140 to clearly disclose shareholders of
Visiontech and Hydroman  and their ownership interest in Nature's Miracle, Inc.
•Your corporate structure on page 140 refers to  acquisitions on May 2022 not June
2022.  Please explain or revise accordingly.
22.We note that the Share Exchange agreement was entered into on June 1, 2022.  It also
appears from the disclosure in the second paragraph of page F-23 that common control of
Visiontech and Hydroman was established upon consummation of the combination of
those two with Nature's Miracle, Inc. Tell us and disclose when the combination
transaction closed and control of Visiontech and Hydroman passed to Nature's Miracle.
Referring to your basis in accounting literature, tell us your consideration of how the
combinations with Visiontech and Hydroman was to be accounted for.  Identify for us any
common ownership and/or common management that existed between Visiontech and
Hydroman prior to the combination transaction.
Note 2 - Basis of Presentation and Summary of significant accounting policies
Leases, page F-26
23.Clarify for us when and how Nature's Miracle adopted ASC 842 - Leases.  Disclosure on
page 148 states that Nature's Miracle adopted ASC 842 on March 31, 2022.  Disclosures
on page F-26 seems to indicate ASC - 842 was adopted earlier, no later than January 1,
2020.

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 Comapany NameLBBB Merger Corp.
 December 14, 2022 Page 7
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Bill Chen
LBBB Merger Corp.
December 14, 2022
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Note 9 - Equity, page F-29
24.We note you received contributions of $40,000 and $100,000 during 2021 and 2020,
respectively without issuing additional equity in the company.  Please disclose who
contributed the cash and the business reason for the contributions.
Note 10 - Concentration of risk, page F-30
25.We note that almost 80% of your purchases were made from two related parties and over
80% of your accounts payable were due to those two related parties: Megaphoton and
Uninet Global for the year ended December 31, 2021 and at December 31, 2020,
respectively.  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 Miracles apparent dependence on these two suppliers, tell us and
disclose all material agreements, understandings and contracts between Nature's Miracle,
Visionte