Nature's Miracle Holding Inc. Files 8-K for Material Agreement

TL;DR

NMHI signed a big deal on 4/17, check the exhibits for details.

AI Summary

Nature's Miracle Holding Inc. (NMHI) entered into a Material Definitive Agreement on April 17, 2024. The company, formerly known as LBBB Merger Corp., is involved in real estate and construction. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates a significant new agreement for Nature's Miracle Holding Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities, and the specifics of this agreement are not detailed in the provided text, requiring further investigation.

Key Numbers

• 001-41977 — SEC File Number (Identifies the company's filing with the SEC)
• 88-3986430 — IRS Employer Identification Number (Company's tax identification number)

Key Players & Entities

• Nature's Miracle Holding Inc. (company) — Registrant
• LBBB Merger Corp. (company) — Former company name
• April 17, 2024 (date) — Date of earliest event reported
• 858 N Central Ave Upland, CA 91786 (address) — Registrant's business address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share NMHI The Nasdaq Stock Mar
• $11.50 — e Common Stock, at an exercise price of $11.50 per share NMHIW The Nasdaq Stock Ma
• $500,000 — Nature's Miracle agreed to purchase (i) $500,000 of horticultural LED lighting goods fro
• $750,000 — ng of the Proposed Merger, a minimum of $750,000 of horticultural LED lighting goods fro
• $2,000,000 — bt Purchase Term Sheet, CP will convert $2,000,000 of the outstanding principal of a Senio
• $15,000,000 — n the principal amount of approximately $15,000,000 (the "Senior Note"). Nature's Miracle w
• $3.0 million — ion Senior Note from CP as follows: 1 $3.0 million of the Senior Note principal amount wil
• $10.1 million — the Merger. The remaining approximately $10.1 million of the Senior Note principal amount wil
• $7.0 million — principal amount will be purchased for $7.0 million in cash due within twelve (12) months o
• $1,000,000 — t Purchase Term Sheet, GIC will convert $1,000,000 of the outstanding principal of a Secon

Filing Documents

• ea0204280-8k_natures.htm (8-K) — 38KB
• ea020428001ex10-1_natures.htm (EX-10.1) — 52KB
• ea020428001ex10-2_natures.htm (EX-10.2) — 84KB
• ea020428001ex99-1_natures.htm (EX-99.1) — 20KB
• 0001213900-24-034902.txt ( ) — 438KB
• nmhi-20240417.xsd (EX-101.SCH) — 4KB
• nmhi-20240417_def.xml (EX-101.DEF) — 26KB
• nmhi-20240417_lab.xml (EX-101.LAB) — 36KB
• nmhi-20240417_pre.xml (EX-101.PRE) — 25KB
• ea0204280-8k_natures_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 17, 2024, Nature's Miracle Holding Inc. (the "Company" or "Nature's Miracle") entered into a term sheet (the "Merger Term Sheet") with Agrify Corporation, a Nevada corporation and Nasdaq listed entity (NASDAQ: AGFY) ("Agrify"). Pursuant to the Merger Term Sheet, Nature's Miracle expects to acquire Agrify through a reverse triangular merger or other similar structure (the "Proposed Merger"), of which, among other things, a merger subsidiary of the Company (the "Merger Sub") will merge with and into Agrify, with Agrify being the surviving entity. Nature's Miracle, the Merger Sub, and Agrify expects to enter into an Agreement and Plan of Merger (the "Merger Agreement") which, among other things, provides that Nature's Miracle will issue a certain number of shares of its common stock to the shareholders of Agrify in exchange for 100% of the outstanding shares of common stock of Agrify. Under the terms of the Merger Term Sheet, each shareholder of Agrify would be expected to receive approximately 0.45 of a share of Nature's Miracle's common stock for each share of Agrify's common stock, subject to customary adjustments. Upon closing of the Proposed Merger, Raymond Chang, Chief Executive Officer and Chairman of the Board of Directors of Agrify, will assume the role as the President of the Agrify division of Nature's Miracle and will join the Board of Directors of Nature's Miracle. In addition to Mr. Chang, one other member of the Agrify Board of Directors will join the Board of Directors of Nature's Miracle upon the closing of the Proposed Merger, who must qualify as an independent director pursuant to the Listing Rules of The Nasdaq Stock Market LLC ("Nasdaq"). The Proposed Merger is expected to close no later than six (6) months following the execution of the Merger Agreement, subject to the closing conditions described below. Pursuant to the Merger Term Sheet, Nature's Miracle agreed to purchase (i) $50

01. Other Events

Item 8.01. Other Events. On April 17, 2024, the Company issued a press release announcing that it had entered into the Merger Term Sheet and Debt Purchase Term Sheet. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 8.01, including Exhibit 99.1, will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Term Sheet between Nature's Miracle Holding Inc. and Agrify Corporation. 10.2 Term Sheet between Nature's Miracle Holding Inc., CP Acquisitions LLC and GIC Acquisition, LLC. 99.1 Press Release dated as of April 17, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 22, 2024 NATURE'S MIRACLE HOLDING INC. By: /s/ Tie (James) Li Name: Tie (James) Li Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR