Nature's Miracle Holding Inc. Reports Key Agreements and Equity Sales

TL;DR

Nature's Miracle Holding Inc. just filed an 8-K detailing new debt, equity sales, and material agreements from Sept 18.

AI Summary

Nature's Miracle Holding Inc. filed an 8-K on October 8, 2025, reporting on events that occurred on September 18, 2025. Key events include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The company, formerly LBBB Merger Corp., is incorporated in Delaware and has its principal executive offices in Upland, California.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and creation of financial obligations, which can introduce financial and regulatory risks.

Key Numbers

• 0001947861 — Central Index Key (Unique identifier for the filer)

Key Players & Entities

• Nature's Miracle Holding Inc. (company) — Filer
• LBBB Merger Corp. (company) — Former Company Name
• September 18, 2025 (date) — Date of earliest event reported
• October 8, 2025 (date) — Filing Date
• 001-41977 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — ing Symbol(s) Common Stock, par value $0.0001 per share NMHI Warrants to purchase
• $11.50 — e Common Stock, at an exercise price of $11.50 per share NMHIW Indicate by check m
• $17,500,000 — ak Properties (the "Purchase Price") is $17,500,000, and will be paid by the Company as fol
• $5,000,000 — of Series B Preferred Stock (valued at $5,000,000) of the Company which (a) can be conver
• $0.1180 — are, of the Company ("Common Stock") at $0.1180 per share and (b) have certain voting r
• $9,500,000 — of Series C Preferred Stock (valued at $9,500,000) of the Company which are convertible i
• $3,000,000 — (the "Note") in the principal amount of $3,000,000 in favor of Big Lake with a term of two
• $1,000 — B Preferred Stock has a stated value of $1,000 per share (the " Stated Value "). Each

Filing Documents

• ea0260634-8k_nature.htm (8-K) — 42KB
• ea026063401ex3-1_nature.htm (EX-3.1) — 70KB
• ea026063401ex3-2_nature.htm (EX-3.2) — 7KB
• ea026063401ex3-3_nature.htm (EX-3.3) — 63KB
• ea026063401ex10-1_nature.htm (EX-10.1) — 44KB
• ea026063401ex10-2_nature.htm (EX-10.2) — 38KB
• 0001213900-25-097150.txt ( ) — 529KB
• nmhiw-20250918.xsd (EX-101.SCH) — 4KB
• nmhiw-20250918_def.xml (EX-101.DEF) — 26KB
• nmhiw-20250918_lab.xml (EX-101.LAB) — 36KB
• nmhiw-20250918_pre.xml (EX-101.PRE) — 25KB
• ea0260634-8k_nature_htm.xml (XML) — 6KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Membership Interest Purchase Agreement On September 18, 2025, Nature's Miracle Holding Inc. (the "Company") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Big Lake Capital LLC ("Big Lake"), pursuant to which, the Company agreed to purchase from Big Lake all of the membership interests of Zak Properties, LLC, an Ohio limited liability company ("Zak Properties"), which in turn owns certain real property located in the State of Ohio, commonly known as 405 Madison Ave. The Company's Chief Executive Officer and Chairman, Tie (James) Li, is the sole member of Zak Properties prior to the sale. The purchase price for Zak Properties (the "Purchase Price") is $17,500,000, and will be paid by the Company as follows: (i) the Company shall issue 5,000 shares of Series B Preferred Stock (valued at $5,000,000) of the Company which (a) can be converted into Common Stock, par value $0.0001 per share, of the Company ("Common Stock") at $0.1180 per share and (b) have certain voting rights equal to twenty (20) votes per one (1) share of Series B Preferred Stock; (ii) the Company shall issue 9,500 shares of Series C Preferred Stock (valued at $9,500,000) of the Company which are convertible into shares of Common Stock at $0.1180 per share; and (iii) the Company shall issue a convertible promissory note (the "Note") in the principal amount of $3,000,000 in favor of Big Lake with a term of two years from the date of issuance and interest in the amount of 10% per annum. The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The Purchase Agreement may be terminated at any time prior to Closing by the Company if there has been a misrepresentation by Big Lake or a breach by Big Lake of any warranty or covenant, or by Big Lake, if there has been a misrepresentation by the Company or a breach by the Company of any warrant

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated in its entirety into this Item 3.02. The securities as described herein, have not been registered under the Securities Act of 1933, as amended (the " Securities Act "), and were offered and sold in reliance upon the exemption from the registration requirements under Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. 1

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 5.03. On September 30, 2025, pursuant to the Purchase Agreement, the Company filed (i) the Certificate of Designations for the Series B Preferred Stock and (ii) the Certificate of Designations for the Series C Preferred Stock, with the Secretary of State of the State of Delaware for the purpose of establishing and designating the Series B Preferred Stock and Series C Preferred Stock. Certificate of Designations for the Series B Preferred Stock The following is a general description of the principal terms of the Series B Preferred Stock: The Certificate of Designations designates a total of 2,500 shares of Series B Preferred Stock with a conversion price of $0.1180 (the " Conversion Price "), which is subject to adjustment as provided in the Certificate of Designations. The Series B Preferred Stock has a stated value of $1,000 per share (the " Stated Value "). Each share of Series B Preferred Stock is convertible into shares of Common Stock any time at the option of the holder thereof, from and after the date on which the number of the Company's authorized shares of Common Stock has been increased to no less than 300,000,000, into that number of shares of Common Stock determined by dividing the Stated Value of such share of Series B Preferred Stock by the Conversion Price, subject to adjustment as provided in the Certificate of Designations. The Series B Preferred Stock will vote together with the Common Stock. Each share of Series B Preferred Stock has a number of votes equal to (i) the number of shares of Common Stock the Series B Preferred Stock is convertible into, multiplied by (ii) 20. In connection with any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of a Fundamental Transaction (as defined in the Certificate of Designat

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation for the Series B Preferred Stock 3.2 Amendment No. 1 to Certificate of Designation for the Series B Preferred Stock 3.3 Certificate of Designation for the Series C Preferred Stock 10.1 Membership Interest Purchase Agreement dated September 18, 2025 10.2 Promissory Note dated September 18, 2025 104 Cover Page Interactive Data File (formatted in Inline XBRL). 3

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: October 7, 2025 NATURE'S MIRACLE HOLDING INC. By: /s/ Tie (James) Li Name: Tie (James) Li Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR