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

TL;DR

NMHI filed an 8-K for a material definitive agreement - big news incoming!

AI Summary

Nature's Miracle Holding Inc. filed an 8-K on May 16, 2024, reporting the entry into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company, formerly known as LBBB Merger Corp., is incorporated in Delaware and headquartered in Upland, CA.

Why It Matters

This 8-K filing signals a significant development for Nature's Miracle Holding Inc., likely involving a new contract or partnership that could impact its business operations and financial future.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, making the company's future trajectory uncertain until more details are disclosed.

Key Players & Entities

• Nature's Miracle Holding Inc. (company) — Registrant
• LBBB Merger Corp. (company) — Former company name
• May 16, 2024 (date) — Date of earliest event reported

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
• $2 million — termination fee in the amount equal to $2 million. 2 None of the representations and wa
• $15.1 million — red convertible note with approximately $15.1 million of outstanding principal and interest t
• $1.51 — s of common stock, with a cost basis of $1.51 per share, and (ii) $3 million of the C
• $3 million — cost basis of $1.51 per share, and (ii) $3 million of the CP Note will be assigned and sol
• $2.1 million — junior secured notes with approximately $2.1 million of outstanding principal and interest t
• $1 million — o GIC (the "GIC Notes") as follows: (i) $1 million of the GIC Notes will be assigned and s
• $1.1 million — cost basis of $1.51 per share, and (ii) $1.1 million of the GIC Notes will be assigned and s
• $10.1 million — n cash. With regard to the unassigned $10.1 million portion of the CP Note, upon the one (1
• $7 million — Company in exchange for the payment of $7 million in cash, provided that CP and its affil
• $750,000 — that if the Company purchases at least $750,000 in lighting equipment from Agrify, then
• $500,000 — ly issued Additional Notes, that exceed $500,000. 3 The Debt Purchase Agreement contai

Filing Documents

• ea0206322-8k_natures.htm (8-K) — 63KB
• ea020632201ex2-1_natures.htm (EX-2.1) — 516KB
• ea020632201ex10-1_natures.htm (EX-10.1) — 150KB
• ea020632201ex99-1_natures.htm (EX-99.1) — 17KB
• 0001213900-24-043985.txt ( ) — 1122KB
• nmhi-20240516.xsd (EX-101.SCH) — 4KB
• nmhi-20240516_def.xml (EX-101.DEF) — 26KB
• nmhi-20240516_lab.xml (EX-101.LAB) — 36KB
• nmhi-20240516_pre.xml (EX-101.PRE) — 25KB
• ea0206322-8k_natures_htm.xml (XML) — 6KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. Merger Agreement On May 16, 2024, Nature's Miracle Holding Inc. (the "Company") entered into the Agreement and Plan of Merger (the "Merger Agreement") with NMHI Merger Sub, Inc., a wholly owned subsidiary of the Company ("Merger Sub"), and Agrify Corporation ("Agrify") (NASDAQ: AGFY). The terms of the Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Agrify (the "Merger"), with Agrify surviving the Merger. The Board of Directors of the Company ("Board") determined that the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of the Company and its stockholders, and approved the Merger and the execution of the Merger Agreement. On the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, each of the issued and outstanding share of common stock of Agrify issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") will be canceled and (i) each non-dissenting share will be converted into the right to receive 0.45 shares (the "Exchange Ratio") of fully paid and non-assessable shares of common stock of the Company and (ii) each dissenting share will be entitled to receive only the payment resulting from the procedure set forth in Section 92A.300 et seq. of the Nevada Revised Statutes. At the Effective Time, (i) all Agrify equity awards outstanding immediately prior to the Effective Time will be assumed by the Company and converted into equity awards of the Company on substantially the same terms, except that the assumed equity awards will cover a number of shares of common stock of the Company and, if applicable, have an exercise price, determined using the Exchange Ratio and (ii) all outstanding Agrify warrants exercisable for shares of Agrify common stock will be assumed by the Company and convert

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 16, 2024, the Company issued a press release announcing the execution of the Merger Agreement. The full text of the joint press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. No Offer or Solicitation This communication and the information contained in it are provided for information purposes only and are not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to sell or solicitation of an offer to buy, or an invitation or recommendation to subscribe for, acquire or buy securities of the Company or Agrify or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Additional Information and Where to Find It The Company and Agrify plan to file relevant materials with the SEC in connection with the contemplated Merger, including a registration stateme

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the federal U.S. securities laws with respect to the Merger and business of Agrify and the Company; other future references those relating to the parties' ability to close the Merger on the expected timeline or at all, the services and markets of Nature's Miracle and the Company, future plans and intentions or other future events. These

forward-looking statements generally are identified by words such as "will," "intend," "should," "plan,"

forward-looking statements generally are identified by words such as "will," "intend," "should," "plan," or similar statements, reflect management's current beliefs and assumptions and are based on the information currently available to management. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: (i) the risk that the business and revenue prospects of the Company may not materialize which may adversely affect the price of the Company's securities; (ii) the occurrence of any unforeseen event that would impact continued listing of the Company's securities on the Nasdaq exchange; (iii) changes in the competitive industries in which Agrify and the Company operate, variations in operating performance across competitors, changes in laws and regulations affecting Agrify's and the Company's business and changes in the combined capital structure; (iv) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transactions contemplated by the term sheet; (v) the risk of downturns in the market and Agrify's and the Company's industry including, but not limited to market prices of indoor grower's produce, transportation costs, competition with outdoor growers and demand in the consumer marketplace; and (vi) the risk that the parties may not be able to satisfy one or more of the closing conditions to the transaction. For additional details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger dated as of May 16, 2024, by and among the Company, NMHI Merger Sub, Inc. and Agrify Corporation. 10.1 Debt Purchase Agreement dated as of May 16, 2024, by and among the Company, CP Acquisitions, LLC and GIC Acquisition LLC. 99.1 Press Release dated as of May 16, 2024. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 5

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: May 16, 2024 NATURE'S MIRACLE HOLDING INC. By: /s/ Tie (James) Li Name: Tie (James) Li Title: Chief Executive Officer 6

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View this 8-K filing on SEC EDGAR