Nature's Miracle Holding Inc. Files for IPO

TL;DR

Nature's Miracle Holding Inc. (fka LBBB Merger Corp.) is going public via S-1 filing.

AI Summary

Nature's Miracle Holding Inc. filed an S-1 registration statement on June 7, 2024, indicating its intent to become a publicly traded company. The company, formerly known as LBBB Merger Corp., is incorporated in Delaware and operates in the farm machinery & equipment sector. Its principal executive offices are located in Ontario, California.

Why It Matters

This S-1 filing marks the initial step for Nature's Miracle Holding Inc. to access public markets, potentially enabling significant growth and investment opportunities.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents an early stage of the IPO process, with many uncertainties still to be resolved regarding the company's valuation and market reception.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
• 3523 — SIC Code (Classifies the company within the Farm Machinery & Equipment industry.)

Key Players & Entities

• Nature's Miracle Holding Inc. (company) — Registrant
• LBBB Merger Corp. (company) — Former company name
• Tie (James) Li (person) — Chief Executive Officer
• June 7, 2024 (date) — Filing date
• 333-280066 (dollar_amount) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — ) one share of common stock, par value, $0.0001 per share (the "Common Stock"); and (ii
• $0 — d to the public in this offering, minus $0.0001, and the exercise price of each Pr
• $230,000,000 m — regate value of which was equal to: (a) $230,000,000 minus (b) the estimated Closing Net Indeb
• $8.9 million — 023 generated revenues of approximately $8.9 million and incurred a gross loss of approximat
• $0.9 million — incurred a gross loss of approximately $0.9 million as compared to revenues of approximatel
• $18.6 million — s compared to revenues of approximately $18.6 million and a gross profit of $1.7 million in t
• $1.7 million — ely $18.6 million and a gross profit of $1.7 million in the fiscal year ended December 31, 2
• $15,000,000 — sdaq, which requires a minimum MVPHS of $15,000,000 (the "MVPHS Requirement"), since we fai
• $15,00 — nce, the minimum MVPHS must be at least $15,00

Filing Documents

• ea0207412-s1_natures.htm (S-1) — 2431KB
• ea020741201ex23-1_natures.htm (EX-23.1) — 4KB
• ea020741201ex-fee_natures.htm (EX-FILING FEES) — 75KB
• image_001.jpg (GRAPHIC) — 17KB
• image_002.jpg (GRAPHIC) — 2KB
• image_003.jpg (GRAPHIC) — 2KB
• image_004.jpg (GRAPHIC) — 3KB
• image_005.jpg (GRAPHIC) — 2KB
• image_006.jpg (GRAPHIC) — 2KB
• image_007.jpg (GRAPHIC) — 1KB
• image_008.jpg (GRAPHIC) — 2KB
• image_009.jpg (GRAPHIC) — 2KB
• image_010.jpg (GRAPHIC) — 3KB
• image_011.jpg (GRAPHIC) — 3KB
• image_012.jpg (GRAPHIC) — 4KB
• image_013.jpg (GRAPHIC) — 4KB
• image_014.jpg (GRAPHIC) — 2KB
• image_015.jpg (GRAPHIC) — 4KB
• fin_001.jpg (GRAPHIC) — 8KB
• fin_002.jpg (GRAPHIC) — 5KB
• ex23-1_001.jpg (GRAPHIC) — 30KB
• ex23-1_002.jpg (GRAPHIC) — 5KB
• 0001213900-24-050846.txt ( ) — 11975KB
• nmhi-20240331.xsd (EX-101.SCH) — 119KB
• nmhi-20240331_cal.xml (EX-101.CAL) — 67KB
• nmhi-20240331_def.xml (EX-101.DEF) — 519KB
• nmhi-20240331_lab.xml (EX-101.LAB) — 840KB
• nmhi-20240331_pre.xml (EX-101.PRE) — 530KB
• ea0207412-s1_natures_htm.xml (XML) — 1488KB

RISK FACTORS

RISK FACTORS 10 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 28

USE OF PROCEEDS

USE OF PROCEEDS 28 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 28 DIVIDEND POLICY 29 CAPITALIZATION 29

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 31

BUSINESS

BUSINESS 43 MANAGEMENT 62

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 68 PRINCIPAL STOCKHOLDERS 72 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 74

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 78

UNDERWRITING

UNDERWRITING 84 EXPERTS 86 LEGAL MATTERS 87 WHERE YOU CAN FIND MORE INFORMATION 87 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the underwriters, have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful. No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction. i ABOUT THIS PROSPECTUS Throughout this prospectus, unless otherwise designated or the context suggests otherwise, all references to the "Company," "Nature's Miracle," the "registrant," "we," "our" or "us" in this prospectus mean Nature's Miracle Holding Inc., a Delaware corporation, and its subsidiaries; "year" or "fiscal year" means the year ending December 31st; all dollar or $ references, when used in this prospe

financial statements as of and for the period ended March 31, 2024 set forth in this prospectus on page F-7

financial statements as of and for the period ended March 31, 2024 set forth in this prospectus on page F-7. If we are unable to realize our assets within the normal operating cycle of a twelve (12) month period, we may have to consider supplementing our available sources of funds through the following sources: financial support from our related parties and shareholders; other available sources of financing from banks and other financial institutions; and equity financing through capital market. We can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to us, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on us and would materially adversely affect our ability to continue as a going concern. 3 Recent Developments Agrify Agrify Merger Agreement On May 16, 2024, we entered into the Agreement and Plan of Merger (the "Agrify Merger Agreement") with NMHI Merger Sub, Inc., one of our wholly owned subsidiaries ("NMHI Merger Sub"), and Agrify Corporation ("Agrify"). The Company, NMHI Merger Sub and Agrify are collectively referred to as the "Parties." The terms of the Agrify Merger Agreement provides that, subject to the terms and conditions set forth in the Agrify Merger Agreement, NMHI Merger Sub will merge with and into Agrify (the "Agrify Merger"), with Agrify surviving the Agrify Merger. On May 19, 2024, the Parties entered into a mutual termination and release agreement (the "Termination Agreement"). Pursuant to the Termination Agreement, the Parties agreed to mutually terminate the Agrify Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the Termination Agreement. The Termination Agreement contains mutual releases by all Parties thereto, for all claims foreseen or unforeseen, relating

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View this S-1 filing on SEC EDGAR