Form S-1MEF - Registration adding securities to prior Form S-1 registration [Rule 462(b)]

As filed with the Securities and Exchange Commission on November 7, 2024.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Nature’s Miracle Holding Inc.

(Exact name of registrant as specified in its charter)

Delaware		4653		88-3986430
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

3281 E. Guasti Road, Suite 175

Ontario, CA 91761

(909)-218-4601

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Tie (James) Li

Chief Executive Officer

Nature’s Miracle Holding Inc.

3281 E. Guasti Road, Suite 175

Ontario, CA 91761

(909) 218-4601

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Huan Lou, Esq.

David Manno, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the America, 31st Floor

New York, NY 10036

Telephone: (212) 930-9700

Joseph M. Lucosky, Esq.

Soyoung Lee, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

Telephone: (732) 395-4400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-282487

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) and General Instruction V to Form S-1, both promulgated under the Securities Act of 1933, as amended, and is being filed for the sole purpose of increasing the proposed maximum aggregate offering price of the securities offered by Nature’s Miracle Holding Inc. (the “Company”) by $1,000,000. This registration statement relates to the Company’s registration statement on Form S-1 (File No. 333-282487), as amended (the “Prior Registration Statement”), declared effective by the Securities and Exchange Commission on November 7, 2024. The contents of the Prior Registration Statement are incorporated herein by reference.

The required opinion, consents and filing fee-related information are listed on an Exhibit Index attached hereto and filed herewith.

Item 16. Exhibits and Financial Statement Schedules

All exhibits filed with or incorporated by reference in Registration Statement No. 333-282487 are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:

5.1		Opinion of Sichenzia Ross Ference Carmel LLP

23.1		Consent of WWC, P.C.

23.2		Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)

107		Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Ontario, State of California, on November 7, 2024.

NATURE’S MIRACLE HOLDING INC.

By:	/s/ Tie (James) Li
	Tie (James) Li
	Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Position	Date

/s/ Tie (James) Li	Chief Executive Officer and Chairperson of the Board of Directors	November 7, 2024
Tie (James) Li	(Principal Executive Officer)

/s/ George Yutuc*	Chief Financial Officer	November 7, 2024
George Yutuc	(Principal Financial and Accounting Officer)

/s/ Zhiyi (Jonathan) Zhang*	President and Director	November 7, 2024
Zhiyi (Jonathan) Zhang

/s/ Charles Jourdan Hausman*	Director	November 7, 2024
Charles Jourdan Hausman

/s/ David Sherman*	Director	November 7, 2024
H. David Sherman

/s/ Jon M. Montgomery*	Director	November 7, 2024
Jon M. Montgomery

* By	/s/ Tie (James) Li
	Attorney-in-fact

Exhibit 5.1

November 7, 2024

Nature’s Miracle Holding Inc.

858 N Central Ave

Upland, CA 91786

Attn: Board of Directors

	RE:	Nature’s Miracle Holding Inc.
		Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to Nature’s Miracle Holding Inc., a Delaware corporation (the “Company), in connection with the Registration Statement on Form S-1 (File No. 333-282487) (such registration statement, as amended through the date hereof, the “Initial Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and a second registration statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement”, and together with the Initial Registration Statement, the “Registration Statement”). The Company filed the Registration Statement in connection with the proposed registration of : (i) Units (each, a “Unit”), with each Unit consisting of (A) one share (the “Shares”) of common stock, par value $0.0001, of the Company (“Common Stock”), (B) one Series A warrant to purchase one share of common stock (the “Series A Warrants”) and (C) one Series B warrant to purchase such number of shares of common stock as determined on the Reset Date as defined thereunder (the “Series B Warrants,”), (ii) pre-funded units in lieu thereof (each, a “Pre-Funded Unit”), with each Pre-Funded Unit consisting of (A) one pre-funded warrant exercisable for one share of Common Stock (each, a “Pre-Funded Warrant” and, together with the Series A Warrants and Series B Warrants, the “Warrants” and, each share of Common Stock underlying a Pre-Funded Warrant, a “Pre-Funded Warrant Share” and, together with the shares underlying the Series A Warrants and Series B Warrants, the “Warrant Shares”), (B) one Series A Warrant and (C) one Series B Warrant, and (iii) 3,317,400 shares of Common Stock (the “Selling Stockholder Shares”), including 2,924,150 outstanding shares (the “Selling Stockholder Outstanding Shares”) and 393,250 shares issuable upon exercise of outstanding warrants (the “Selling Stockholder Warrant Shares”) for resale by certain selling stockholders. The Units and Pre-Funded Units, including the shares, the Warrants and the Warrant Shares are to be sold in connection with an underwriting agreement (the “Underwriting Agreement”) to be entered into between the Company and the underwriter. This opinion is being rendered in connection with the filing of the Registration Statement with the Commission.

In connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Amended and Restated Certificate of Incorporation as currently in effect, (ii) the Company’s Amended and Restated Bylaws as currently in effect, (iii) the Registration Statement and related Prospectus, (iv) the form of underwriting agreement, (v) the form of Pre-Funded Warrant, (vi) the form of Series A Warrant, (vii) the form of Series B Warrant and (viii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.

Based on the foregoing, and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that, having been issued and sold in exchange for payment in full to the Company of all consideration required therefor as applicable, including with regard to the Units, the Pre-Funded Units, the Shares, the Warrants, the Warrant Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Selling Stockholder Shares, and as described in the Registration Statement:

	(i)	The Units, when delivered in accordance with the Underwriting Agreement upon payment of the agreed upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms;

	(ii)	The Pre-Funded Units, when delivered in accordance with the Underwriting Agreement upon payment of the agreed upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms;

	(iii)	The Shares included in the Units, when issued against payment therefor, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company;

	(vi)	The Warrants included in the Units and Pre-Funded Units, when issued against payment therefor, will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except that (a) such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and (b) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses;

	(vii)	The Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company (subject to shareholder approval, as described in the Registration Statement, and assuming the Company will have sufficient authorized shares of Common Stock for any issuance of Warrant Shares upon any exercise of the Warrants), and when issued, sold and delivered by the Company pursuant to the exercise of the Warrants against payment therefor, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company; and

	(viii)	The Selling Stockholder Shares have been duly authorized and, (i) with respect to the Selling Stockholder Outstanding Shares, are validly issued, fully paid and non-assessable, and (ii) with respect to the Selling Stockholder Warrant Shares, when issued and sold in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware (including reported judicial decisions interpreting the General Corporation Law of the State of Delaware) and, with respect to the enforceability of the Warrants, the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Sichenzia Ross Ference Carmel LLP
Sichenzia Ross Ference Carmel LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-1, filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, our report dated April 16, 2024 relating to the audit of the consolidated balance sheets of Nature's Miracle Holding, Inc.(formerly LBBB Merger Corp.), its subsidiaries, and variable interest entities (collectively the “Company”) as of December 31, 2023, and 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as “the financial statements”).

We also consent to the Company’s reference to WWC, P.C., Certified Public Accountants, as experts in accounting and auditing.

	/s/ WWC, P.C.
San Mateo, California	WWC, P.C.
November 7, 2024	Certified Public Accountants
	PCAOB ID: 1171

Exhibit 107

Calculation of Filing Fee Tables

S-1

(Form Type)

NATURE’S MIRACLE HOLDING INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered		Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price (1)(2)		Fee Rate		Amount of Registration Fee (6)		Carry Forward Form Type		Carry Forward File Number		Carry Forward Initial Effective Date		Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid	Equity	Units consisting of: (3)(4)	457(o)		—		—	$	500,000	$	0.00015310	$	76.55
Fees to be Paid	Equity	(i) Common Stock, $0.0001par value per share (5)	—		—		—		—		—		—
Fees to be Paid	Equity	(ii) One Series A Warrant to purchase one share of Common Stock (5)	—		—		—		—		—		—
Fees to be Paid	Equity	(iii) One Series B Warrant to purchase a number of shares of Common Stock (5)	—		—		—		—		—		—
Fees to be Paid	Equity	Pre-Funded Units consisting of: (3)(4)	457(o)		—		—		—		—		—
Fees to be Paid	Equity	(i) Pre-Funded Warrants to purchase shares of Common Stock (5)	—		—		—		—		—		—
Fees to be Paid	Equity	(ii) One Series A Warrant to purchase one share of Common Stock (5)	—		—		—		—		—		—
Fees to be Paid	Equity	(iii) One Series B Warrant to purchase a number of share of Common Stock (5)	—		—		—		—		—		—
Fees to be Paid	Equity	Common Stock, issuable upon the exercise of the Series A Warrants and the Series B Warrants included as part of Units and Pre-Funded Units	457(g)		—		—	$	500,000	$	0.00015310	$	76.55
Fees Previously Paid	—	—	—		—		—		—		—		—
Carry Forward Securities
Carry Forward Securities	—	—	—		—		—		—		—		—		—		—		—		—
Total Offering Amounts								$	1,000,000	$	0.00015310	$	153.10
Total Fees Previously Paid													—
Total Fee Offset													—
Net Fee Due												$	153.10

(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Represents only the additional number of shares being registered. This does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-282487) (the “Prior Registration Statement”).

(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement shall also cover an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.
(3)	In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions.

(4)	The proposed maximum offering price of the units proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded units offered and sold in the offering.

(5)	No separate fee is required pursuant to Rule 457(g) under the Securities Act.

(6)	The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities for sale by the Company with an aggregate offering price not to exceed $5,000,000 on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on November 7, 2024. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $1,000,000 are hereby registered.