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.
 Bill Chen
FirstName LastNameBill  Chen
LBBB Merger   Corp.
Comapany 8,
November  NameLBBB
             2023      Merger Corp.
November
Page  2   8, 2023 Page 2
FirstName LastName
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.
 Bill Chen
FirstName LastNameBill  Chen
LBBB Merger   Corp.
Comapany 8,
November  NameLBBB
             2023      Merger Corp.
November
Page  3   8, 2023 Page 3
FirstName LastName
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