Part I. FINANCIAL INFORMATION [Item 1. Consolidated Condensed Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Consolidated%20Condensed%20Financial%20Statements%20%28unaudited%29) Unaudited Q1 2025 financials show significant cash decline, increased working capital deficit, and a **$2.02 million** net loss, raising substantial doubt about going concern [Consolidated Condensed Balance Sheets](index=5&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) As of March 31, 2025, total assets decreased to **$9.8 million** due to cash drop, leading to a **$15.4 million** stockholders' deficit and **$16.0 million** working capital deficit Balance Sheet Summary (As of March 31, 2025 vs. Dec 31, 2024) | Metric | March 31, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $17,652 | $420,131 | | Total Current Assets | $3,494,025 | $5,165,638 | | Total Assets | $9,826,866 | $11,311,819 | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | $19,461,040 | $19,766,817 | | Total Liabilities | $25,235,074 | $25,650,969 | | Total Stockholders' Deficit | $(15,408,208) | $(14,339,150) | [Consolidated Condensed Statements of Operations and Comprehensive Loss](index=7&type=section&id=Consolidated%20Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q1 2025 revenue fell to **$1.11 million** from **$2.20 million** in Q1 2024, but net loss slightly improved to **$2.02 million** from **$2.31 million** due to absence of a **$1.0 million** non-cash finance expense Statement of Operations Summary (For the three months ended March 31) | Metric | 2025 (Unaudited) ($) | 2024 (Unaudited) ($) | | :--- | :--- | :--- | | Revenue | $1,106,819 | $2,204,720 | | Gross Profit | $175,300 | $312,317 | | Loss from Operations | $(1,161,094) | $(1,002,717) | | Net Loss | $(2,019,811) | $(2,306,806) | | Loss Per Share (Basic and Diluted) | $(0.43) | $(2.99) | [Consolidated Condensed Statements of Cash Flows](index=9&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Q1 2025 net cash used in operating activities was **$0.59 million**, with **$0.49 million** provided by financing, resulting in cash and cash equivalents of just **$17,652** at period end Cash Flow Summary (For the three months ended March 31) | Metric | 2025 (Unaudited) ($) | 2024 (Unaudited) ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(594,171) | $(773,422) | | Net cash used in investing activities | $(300,000) | $(40,000) | | Net cash provided by financing activities | $491,297 | $891,734 | | **Cash and cash equivalents, end of period** | **$17,652** | **$300,122** | [Notes to Financial Statements](index=11&type=section&id=Notes%20to%20Financial%20Statements) Notes detail the **March 2024** reverse recapitalization, business as an agriculture technology provider, and significant accounting policies, highlighting **substantial doubt** about going concern due to recurring losses and negative cash flows - The company completed a reverse recapitalization merger on **March 11, 2024**, with Lakeshore Acquisition II Corp., resulting in Nature's Miracle, Inc. (NMI) stockholders owning **84.7%** of the combined company. For accounting purposes, NMI is treated as the acquirer[25](index=25&type=chunk)[27](index=27&type=chunk) - Management has determined that recurring losses, negative operating cash flow (**$594,171** for **Q1 2025**), and a working capital deficit of **$15.9 million** raise **substantial doubt** about the company's ability to continue as a going concern[39](index=39&type=chunk)[41](index=41&type=chunk) - The company is involved in several legal proceedings, including a contract dispute with supplier Megaphoton over **$6.9 million** and a lawsuit from customer Growterra alleging breach of contract and fraud[204](index=204&type=chunk)[206](index=206&type=chunk) - Subsequent to the quarter's end, the company secured additional financing through a **$2 million** convertible note agreement with a related party and a **$20 million** equity line of credit with GHS Investments[213](index=213&type=chunk)[214](index=214&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes **49.8%** **Q1 2025** revenue decline to cash constraints, reiterating significant liquidity challenges and **going concern** uncertainty, while exploring new ventures [Results of Operations](index=48&type=section&id=Results%20of%20Operations) **Q1 2025** revenue decreased by **49.8%** to **$1.1 million** due to inventory limits, while gross margin improved to **15.8%** from **14.2%** due to higher-margin product sales, and net loss decreased to **$2.0 million** Q1 2025 vs Q1 2024 Performance | Metric | Q1 2025 ($) | Q1 2024 ($) | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $1,106,819 | $2,204,720 | (49.8)% | | Gross Profit | $175,300 | $312,317 | (43.9)% | | Gross Margin | 15.8% | 14.2% | +1.6 ppt | | Loss from Operation | $(1,161,094) | $(1,002,717) | +15.8% | | Net Loss | $(2,019,811) | $(2,306,806) | (12.4)% | - The decline in revenue was due to cash constraints restricting inventory purchases, leading to the company mainly selling existing inventory on hand[233](index=233&type=chunk) - The increase in gross margin was driven by higher sales of new, higher-margin products, specifically grow media products, which saw sales increase from **$34,373** to **$255,920** year-over-year[236](index=236&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces severe liquidity constraints with only **$17,652** cash and a **$15.9 million** working capital deficit, raising **substantial doubt** about its ability to continue as a going concern - As of **March 31, 2025**, the company had only **$17,652** in cash and a working capital deficit of approximately **$15.9 million**[246](index=246&type=chunk) - Management has concluded that recurring losses and negative cash flows raise **substantial doubt** about the company's ability to continue as a going concern[248](index=248&type=chunk) - Net cash used in operating activities was approximately **$0.6 million** for **Q1 2025**. Net cash provided by financing activities was approximately **$0.5 million**, primarily from the exercise of warrants[252](index=252&type=chunk)[255](index=255&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[277](index=277&type=chunk) [Item 4. Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were **not effective** as of **March 31, 2025**, due to material weaknesses including lack of effective risk assessment and inadequate segregation of duties - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of **March 31, 2025**[279](index=279&type=chunk) - Identified material weaknesses include lack of effective risk assessment, insufficient human resources in accounting leading to poor segregation of duties, and inadequate controls over revenue recognition and income tax[279](index=279&type=chunk) - No changes were made to the internal control over financial reporting during the quarter that have materially affected, or are likely to materially affect, these controls[281](index=281&type=chunk) Part II. OTHER INFORMATION [Item 1. Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several legal disputes, including a **$2.5 million** lawsuit from Beverly Hills View, Inc. and a complaint from Growterra, LLC alleging breach of contract and fraud - Beverly Hills View, Inc. sued the company's subsidiary for **$2.5 million**, alleging unsuitable lighting products for cannabis cultivation. The company has countersued for non-payment[284](index=284&type=chunk) - Growterra, LLC filed a complaint alleging breach of contract, fraud, and misappropriation of trade secrets. The company is negotiating and expects to defend itself successfully[285](index=285&type=chunk) [Item 1A. Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Nature's Miracle Holding Inc. is not required to provide risk factor information, reporting **no material changes** from previous disclosures - The company is electing scaled disclosure as a smaller reporting company and is not required to provide risk factor information. **No material changes** from previous disclosures were reported[287](index=287&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported **no unregistered sales** of equity securities or issuer purchases of its equity securities for the quarter - The company reported **no unregistered sales** of equity securities or issuer purchases of its equity securities for the quarter[288](index=288&type=chunk) [Item 3. Defaults Upon Senior Securities](index=57&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported **no defaults** upon senior securities during the period - **None**[289](index=289&type=chunk) [Item 5. Other Information](index=57&type=section&id=Item%205.%20Other%20Information) The company reported **no other information** for this item - **None**[291](index=291&type=chunk) [Item 6. Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q, including various agreements and required certifications from the CEO and CFO

Company Overview - Nature's Miracle Holding Inc. is a leader in vertical farming technology and operates in the Controlled Environment Agriculture (CEA) industry in the U.S. [4] - The company's common shares have been approved to trade on the OTCQB Venture Market under the ticker "NMHI" effective April 17, 2025 [1][2]. Market Position - The OTCQB is recognized as an established public market by the U.S. Securities and Exchange Commission, catering to U.S. and international companies in the entrepreneurial and development stage [2]. - Companies listed on the OTCQB must meet specific criteria, including current financial reporting and passing a minimum bid price test, which enhances transparency and liquidity [2]. Future Growth Plans - The Chairman and CEO of the company, Tie "James" Li, expressed optimism about joining the OTC Markets, indicating that this platform is suitable for the company's development stage and will aid in raising capital for planned growth in 2025 and beyond [3].

Part I [Business](index=7&type=section&id=Item%201.%20Business) Nature's Miracle is an agriculture technology company providing CEA hardware, with FY2024 revenue of **~$9.3 million** and a gross loss of **~$2.8 million**, planning expansion into EV, data centers, and Bitcoin mining Fiscal Year 2024 vs. 2023 Financial Highlights | Metric | FY 2024 ($) | FY 2023 ($) | | :--- | :--- | :--- | | Revenues | ~$9.3 million | ~$8.9 million | | Gross Loss | ~$2.8 million | ~$0.9 million | - The company plans to expand its business into electric vehicle (EV) distribution in Latin America and into the data center and Bitcoin mining business through an agreement to acquire 51% of Future Tech Inc[23](index=23&type=chunk) Top 5 Customer Concentration (2024 vs. 2023) | Year | Top 5 Customer Revenue ($) | % of Total Revenue | | :--- | :--- | :--- | | 2024 | $4,735,824 | 51.13% | | 2023 | $4,074,909 | 45.64% | Top 5 Supplier Concentration (2024 vs. 2023) | Year | Top 5 Supplier Purchases ($) | % of Total Purchases | | :--- | :--- | :--- | | 2024 | $6,763,418 | 90.94% | | 2023 | $4,039,144 | 90.56% | - The company was formed through a business combination with Lakeshore Acquisition II Corp., which closed on March 11, 2024, and subsequently changed its name to Nature's Miracle Holding Inc[87](index=87&type=chunk) - On January 13, 2025, the company received notice of delisting from The Nasdaq Stock Market Its securities began trading on the OTC Markets Group on January 15, 2025[97](index=97&type=chunk)[98](index=98&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) The company faces critical risks including recurring losses, negative cash flows, significant revenue forecast discrepancies, high customer/supplier dependency, ongoing litigation, and material weaknesses in internal controls - The company has experienced recurring losses and negative cash flows since 2022, leading management to determine there is substantial doubt about its ability to continue as a going concern[102](index=102&type=chunk) - Actual revenue for 2023 and 2024 was approximately **$8.9 million** and **$9.3 million**, respectively, a significant miss from the **$126.9 million** projection provided to Lakeshore's board for the 2023 evaluation of the Business Combination[103](index=103&type=chunk) - The company is highly dependent on a few key customers, with the top five accounting for **51.13%** of revenue in 2024, and typically does not have long-term contracts, posing a risk to revenue stability[120](index=120&type=chunk) - There is a significant reliance on a limited number of suppliers, with the top five accounting for **90.94%** of total purchases in 2024, which could lead to business disruptions[138](index=138&type=chunk) - The company is involved in a lawsuit with Megaphoton, which claims a breach of contract for failure to pay **$6,857,167** The company believes the complaint has no merit and has filed a counter-suit[147](index=147&type=chunk) [Unresolved Staff Comments](index=41&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[187](index=187&type=chunk) [Cybersecurity](index=42&type=section&id=Item%201C.%20Cybersecurity) As a smaller reporting company, Nature's Miracle lacks a formalized cybersecurity program but is evaluating needs to develop a framework - The company currently does not have formalized cybersecurity measures, a dedicated cybersecurity team, or specific protocols in place[189](index=189&type=chunk) - The company's approach to cybersecurity is in the developmental stage, and it is in the process of evaluating its needs to establish a suitable framework[191](index=191&type=chunk) - To date, the company has not experienced any significant cybersecurity incidents[190](index=190&type=chunk) [Properties](index=42&type=section&id=Item%2.%20Properties) The company leases over **36,599 square feet** of warehouse space across two U.S. locations, with plans for future distribution centers - The company leases over **36,599 square feet** of warehouse space in two U.S. locations, with its headquarters in California[194](index=194&type=chunk) [Legal Proceedings](index=43&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in several legal disputes, including lawsuits from Megaphoton, Beverly Hills View, Inc., and Growterra, LLC - A lawsuit from Megaphoton for unpaid invoices was dismissed in state court and subsequently refiled in federal court[196](index=196&type=chunk) - Beverly Hills View, Inc. filed a lawsuit claiming **$2,500,000** in damages for unsuitable lighting products; the company's subsidiary, Visiontech, has cross-complained for **$720,000**[199](index=199&type=chunk) - Growterra, LLC filed a complaint alleging breach of contract, fraud, and misappropriation of trade secrets[200](index=200&type=chunk) - Vien Le, a former CFO employed for approximately 4 weeks, filed a wrongful termination case with **$30,000** in dispute[198](index=198&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's business operations - Not applicable[201](index=201&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=44&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock and warrants were delisted from Nasdaq on January 15, 2025, now trading on the OTC market, with no plans for future cash dividends - The company's common stock (NMHI) and warrants (NMHIW) were delisted from Nasdaq and began trading on the OTC market on January 15, 2025[204](index=204&type=chunk) - As of April 10, 2025, the company had **445 holders** of its common stock[205](index=205&type=chunk) - The company has not paid any cash dividends and does not anticipate declaring any in the foreseeable future[206](index=206&type=chunk) - In September 2024, a trade payable of **$2,135,573** owed by the company's subsidiary Visiontech to Uninet Global Inc. (owned by the company's President) was forgiven[208](index=208&type=chunk)[209](index=209&type=chunk) [Reserved](index=47&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - None[227](index=227&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operation](index=47&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operation) In FY2024, revenue increased modestly to **$9.3 million**, but gross loss widened to **$2.8 million** due to inventory impairment, leading to a **$13.7 million** net loss and substantial doubt about going concern Results of Operations (2024 vs. 2023) | Metric | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Revenue | $9,261,583 | $8,932,751 | | Gross Loss | $(2,805,195) | $(948,871) | | Loss from Operations | $(10,347,884) | $(6,038,420) | | Net Loss | $(13,653,340) | $(7,338,171) | - The increase in gross loss was primarily driven by a rise in inventory impairment, which grew to **$2,315,209** in 2024 from **$1,269,469** in 2023 due to slow-moving and obsolete inventory[254](index=254&type=chunk)[255](index=255&type=chunk) - Selling, general and administrative expenses increased by **125.8%**, mainly due to higher compensation, professional fees (**$1.46 million** increase), and new stock compensation expenses (**$1.41 million**) following the Nasdaq listing[257](index=257&type=chunk) - Management has determined that recurring losses, negative cash flow, and a working capital deficit of **$14.6 million** raise substantial doubt about the company's ability to continue as a going concern[267](index=267&type=chunk)[273](index=273&type=chunk) Consolidated Cash Flow Data (2024 vs. 2023) | Cash Flow Activity | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(5,934,771) | $(1,680,128) | | Net cash used in investing activities | $(40,000) | $(437,087) | | Net cash provided by financing activities | $6,173,048 | $1,527,817 | [Quantitative and Qualitative Disclosures about Market Risk](index=63&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports limited exposure to foreign exchange and interest rate risks, but faces significant liquidity risk requiring future financing - The company does not currently have exposure to foreign exchange risk[302](index=302&type=chunk) - Interest rate risk is low as all borrowings are subject to fixed interest rates[303](index=303&type=chunk) - The company faces liquidity risk and will need to raise additional financing as operating cash flows are insufficient to fund operations[305](index=305&type=chunk) [Financial Statements and Supplementary Data](index=63&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for FY2024 and FY2023, highlighting substantial doubt about its ability to continue as a going concern - The Report of Independent Registered Public Accounting Firm explicitly states that the company's recurring losses and negative cash flows raise substantial doubt about its ability to continue as a going concern[318](index=318&type=chunk) Consolidated Balance Sheet Highlights (As of Dec 31) | Metric | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Total Assets | $11,311,819 | $14,200,421 | | Total Liabilities | $25,650,969 | $20,920,358 | | Total Stockholders' Deficit | $(14,339,150) | $(6,719,937) | Consolidated Statement of Operations Highlights (Year Ended Dec 31) | Metric | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Revenue | $9,261,583 | $8,932,751 | | Gross Loss | $(2,805,195) | $(948,871) | | Net Loss | $(13,653,340) | $(7,338,171) | | Loss Per Share (Basic & Diluted) | $(11.88) | $(9.88) | [Changes In and Disagreements With Accountants on Accounting and Financial Disclosure](index=64&type=section&id=Item%209.%20Changes%20In%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports that there have been no changes in or disagreements with its accountants regarding accounting principles or financial disclosures - None reported[306](index=306&type=chunk) [Controls and Procedures](index=64&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of December 31, 2024, due to material weaknesses in internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2024[307](index=307&type=chunk) - Multiple material weaknesses were identified, including: lack of effective risk assessment, inadequate control environment, lack of segregation of duties, poor IT controls, and inadequate controls over revenue recognition and income tax[310](index=310&type=chunk) - The company plans remedial measures, including hiring more qualified accounting personnel, implementing training programs, and engaging an external consulting firm to assist with Sarbanes-Oxley compliance[309](index=309&type=chunk) [Other Information](index=65&type=section&id=Item%209B.%20Other%20Information) The company reports no other information in this section - None[312](index=312&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=65&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This section is not applicable to the company - Not applicable[313](index=313&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=115&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes Tie (James) Li as Chairman and CEO, with a five-member Board of Directors, three of whom are independent, structured into staggered classes - The executive team is led by Tie (James) Li (Chairman & CEO), George Yutuc (CFO & COO), and Zhiyi (Jonathan) Zhang (President)[557](index=557&type=chunk) - The Board of Directors is composed of five members, with a majority (three members) determined to be independent: Charles Jourdan Hausman, H. David Sherman, and Jon M. Montgomery[568](index=568&type=chunk)[572](index=572&type=chunk) - The Board is divided into three staggered classes, with directors serving three-year terms[569](index=569&type=chunk) - The company has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each chaired by an independent director[574](index=574&type=chunk) [Executive Compensation](index=121&type=section&id=Item%2011.%20Executive%20Compensation) This section details executive compensation for FY2024 and FY2023, including base salaries set at **$300,000** for CEO and **$250,000** for President/CFO, accrued amounts, and the adoption of a 2024 Equity Incentive Plan 2024 Executive Officer Annual Salaries | Name | Position | Salary ($) | | :--- | :--- | :--- | | Ti "James" Li | Chairman and CEO | 300,000 | | Zhiyi "Jonathan" Zhang | President | 250,000 | | George Yutuc | CFO, COO | 250,000 | | Varto Levon Doudakian | Vice President | 175,000 | - Actual salary payments to CEO Tie (James) Li and President Zhiyi (Jonathan) Zhang in 2024 were **$50,000** and **$112,000**, respectively, with the remaining amounts accrued as liabilities[597](index=597&type=chunk) - The company adopted the 2024 Equity Incentive Plan, reserving **10%** of outstanding shares post-Business Combination for future awards to employees, directors, and consultants[610](index=610&type=chunk) - Independent directors were paid **$25,000** each in 2024 Board fees for executive directors were accrued but not paid out during the year[598](index=598&type=chunk)[608](index=608&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=127&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of April 11, 2024, directors and executive officers beneficially owned approximately **17.41%** of outstanding common stock Beneficial Ownership of Key Insiders (as of April 11, 2024) | Name | Position | Shares Beneficially Owned | Percentage of Shares (%) | | :--- | :--- | :--- | :--- | | Tie (James) Li | Chairman, CEO, Director | 431,842 | 8.2% | | Zhiyi (Jonathan) Zhang | President, Director | 405,130 | 7.7% | | All Directors & Executive Officers (7 individuals) | - | 911,969 | 17.41% | [Certain Relationships and Related Transactions, and Director Independence](index=128&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has engaged in numerous related party transactions, including loans and a significant debt forgiveness of **$2.1 million**, with a policy for review and approval - In September 2024, Uninet Global Inc., a company owned by President Zhiyi (Jonathan) Zhang, forgave a **$2,135,573** trade payable owed by the company's subsidiary, Visiontech[656](index=656&type=chunk)[657](index=657&type=chunk) - Throughout 2023 and early 2024, the company's predecessor, Lakeshore, entered into multiple promissory note agreements with CEO Tie (James) Li and Nature's Miracle itself to fund operations[632](index=632&type=chunk)[634](index=634&type=chunk)[637](index=637&type=chunk) - As consideration for guaranteeing a **$3.7 million** loan, CEO Tie (James) Li and President Zhiyi Zhang each received **50,000 shares** of Nature's Miracle[636](index=636&type=chunk) [Principal Accountant Fees and Services](index=134&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) For FY2024, the company incurred total audit fees of **$425,928** from WWC, P.C., with all services pre-approved by the audit committee Accountant Fees (2024 vs. 2023) | Fee Type | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | | :--- | :--- | :--- | | Audit Fees | $425,928 | $403,751 | | Audit-Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | **Total** | **$425,928** | **$403,751** | - The audit committee pre-approves all auditing services and permitted non-audit services performed by the company's auditors[671](index=671&type=chunk) Part IV [Exhibit and Financial Statement Schedules](index=135&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and all exhibits filed as part of the Form 10-K, including key corporate and loan documents - This item lists the financial statements and exhibits filed with the Annual Report, including the Merger Agreement, Amended Certificate of Incorporation, and various material contracts[673](index=673&type=chunk)[674](index=674&type=chunk) [Form 10-K Summary](index=137&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is intentionally left blank, as the company has not provided a summary of the Form 10-K - None[676](index=676&type=chunk)

Financing Arrangement - Nature's Miracle Holding Inc. has successfully arranged financing with Big Lake Capital, LLC for up to $2,000,000, with an initial funding of $600,000 [1][2] - The financing is structured as a Convertible Promissory Note with a 10% interest rate payable monthly and a term of one year [2] - The investor has the option to convert the funded amount plus accrued interest into shares of common stock at a conversion price of $0.198, which is 110% of the closing price on the funding date [2] Company Overview - Nature's Miracle is a growing agriculture technology company focused on providing products and services in the Controlled Environment Agriculture (CEA) industry in the U.S. [3] - The company's common stock is traded on the OTC Markets Group under the symbol "NMHI" [3]

Core Viewpoint - Nature's Miracle Holding Inc. has entered into a non-binding Memorandum of Understanding (MOU) with ZO Motors North America LLC to enhance emergency response capabilities and expand into the electric vehicle market in South America [1][4]. Group 1: MOU Details - The MOU serves as a foundation for collaborative projects, including the Nature's Miracle Mobile E-Farm Project and the Colombia Bus Project, with plans to purchase 60 basic ambulances and 20 advanced ambulances from ZMNA [2]. - The collaboration aims to deliver up to 2,000 electric vehicles (EVs), including electric buses, to the Colombian market [2]. Group 2: Recent Developments - This MOU follows a recent purchase order from the National Transport Chamber of Colombia for the introduction of up to 2,000 EVs [3]. - In October 2024, the company announced plans to order electric trucks for conversion into mobile vertical farms, further diversifying its EV portfolio [3]. Group 3: Company Statements - The Chairman and CEO of Nature's Miracle emphasized that the MOU represents a significant step in expanding EV sales in South America and aims to leverage ZO Motors' expertise in customized EV development [4].

ONTARIO, Calif., Jan. 17, 2025 /PRNewswire/ -- Nature's Miracle Holding Inc. (NASDAQ: NMHI) ("Nature's Miracle" or the "Company"), a leader in vertical farming technology and infrastructure, today issued the following statement in response to the delisting notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq"), which indicated that the Nasdaq Hearings Panel has determined to delist the Company's common stock and warrants from Nasdaq due to the Company's failure to comply with minimum shareholder' ...

ONTARIO, Calif., Jan. 14, 2025 /PRNewswire/ -- Nature's Miracle Holding Inc. (NASDAQ: NMHI) ("Nature's Miracle" or the "Company"), a leader in vertical farming technology and infrastructure, today announced that on January 13, 2025, the Company received written notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Nasdaq Hearings Panel has determined to delist the Company's common stock and warrants from Nasdaq due to the Company's failure to comply with minimum shareholder's ...

ONTARIO, Calif., Jan. 13, 2025 /PRNewswire/ -- Nature's Miracle Holding, Inc. (Nasdaq: NMHI) ("Nature's Miracle"), a growing agriculture technology company providing equipment and services to growers,  announced that it entered into a Securities Purchase Agreement ("SPA") with a single institutional investor ("Investor") on January 10, 2025. The SPA allows Nature's Miracle, subject to customary conditions, to sell up to $29.7 million in the aggregate of a newly-designated class of convertible preferred stoc ...

Core Viewpoint - Nature's Miracle Holding Inc. is diversifying its portfolio by acquiring a 90% equity interest in J&Y Marigold Ltd., which is developing a Bitcoin mining facility with a total anticipated power load of 14 megawatts [1][3]. Acquisition Details - The acquisition involves a total purchase price of up to $5.32 million, with phase I (9 MW) expected to close in Q1 2025 and phase II (5 MW) in Q2 2025 [2]. - Upon completion, the Bitcoin mining facility is projected to be operational in the first half of 2025 [2][3]. Strategic Importance - This acquisition is seen as a transformative step for the company, allowing it to expand beyond its core focus on agriculture technologies and solidify its presence in the cryptocurrency industry [3]. - The global cryptocurrency market is experiencing significant growth, driven by increased adoption and institutional interest, making Bitcoin mining a critical component for network security and economic opportunities [3]. Company Background - Nature's Miracle is an agriculture technology company that provides products and services in the Controlled Environment Agriculture (CEA) industry and has recently ventured into electric vehicle and Bitcoin businesses [4].

ONTARIO, Calif., Dec. 3, 2024 /PRNewswire/ -- Nature's Miracle Holding Inc. (NASDAQ: NMHI) ("Nature's Miracle" or the "Company"), a leader in vertical farming technology and infrastructure, announced today that Daphne Y. Huang has been appointed Chief Financial Officer and George Yutuc, has stepped down from serving as Chief Financial Officer (CFO) and will now serve as the Company's Chief Operating Officer (COO). These strategic leadership appointments aim to advance the Company's long-term growth strategy ...