Nature's Miracle Holding Inc. Reports Material Agreements & Equity Sales

TL;DR

Nature's Miracle (NMHI) filed an 8-K detailing new debt, equity sales, and material agreements as of Sept 19, 2025.

AI Summary

Nature's Miracle Holding Inc. filed an 8-K on October 14, 2025, reporting on events from September 19, 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 based in Upland, CA.

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 involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 0.0001 — Par Value per Share (Common stock par value)
• 11.50 — Exercise Price per Share (Warrants to purchase common stock)

Key Players & Entities

• Nature's Miracle Holding Inc. (company) — Filer
• LBBB Merger Corp. (company) — Former Company Name
• September 19, 2025 (date) — Earliest event reported date
• October 14, 2025 (date) — Filing date
• 0001947861 (company) — Central Index Key

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
• $1,000 — ies D Shares "), at a purchase price of $1,000 per Series D Share. On the initial clos
• $500,000 — Series D Shares for a purchase price of $500,000. The second closing will be for the pur
• $500,000 b — res for the aggregate purchase price of $500,000 before October 30, 2025 and the third and
• $1,000,000 — res for the aggregate purchase price of $1,000,000 prior to the Company's application for
• $0.1180 — of the Company at a conversion price of $0.1180 (the " Conversion Price ") as set forth
• $3,000,000 — Li in the aggregate principal amount of $3,000,000. The Series A Shares have a stated val
• $1,200 — Series A Shares have a stated value of $1,200 per share (the " Stated Value "), and b
• $0.112 — of the Company at a conversion price of $0.112 (the " Conversion Price ") as set forth

Filing Documents

• ea0260989-8k_natures.htm (8-K) — 44KB
• ea026098901ex3-1_natures.htm (EX-3.1) — 8KB
• ea026098901ex3-2_natures.htm (EX-3.2) — 66KB
• ea026098901ex3-3_natures.htm (EX-3.3) — 7KB
• ea026098901ex10-1_natures.htm (EX-10.1) — 157KB
• ea026098901ex10-2_natures.htm (EX-10.2) — 203KB
• 0001213900-25-098224.txt ( ) — 804KB
• nmhi-20250919.xsd (EX-101.SCH) — 4KB
• nmhi-20250919_def.xml (EX-101.DEF) — 26KB
• nmhi-20250919_lab.xml (EX-101.LAB) — 36KB
• nmhi-20250919_pre.xml (EX-101.PRE) — 25KB
• ea0260989-8k_natures_htm.xml (XML) — 6KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement with Y. K. Capital Management, Inc. On September 19, 2025, Nature's Miracle Holding Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with Y. K. Capital Management, Inc. (the " Series D Investor "), whereby the Series D Investor agreed to purchase 2,000 shares of Series D preferred stock, $0.0001 par value per share (the " Series D Shares "), at a purchase price of $1,000 per Series D Share. On the initial closing, the Series D Investor purchased five hundred (500) Series D Shares for a purchase price of $500,000. The second closing will be for the purchase of five hundred (500) Series D Shares for the aggregate purchase price of $500,000 before October 30, 2025 and the third and final closing will be for the purchase of one thousand (1,000) Series D Shares for the aggregate purchase price of $1,000,000 prior to the Company's application for uplisting to the NYSE or Nasdaq. The Series D Shares have a long as the Series D Shares have not been redeemed or converted. The Series D Shares are convertible into shares of Common Stock of the Company at a conversion price of $0.1180 (the " Conversion Price ") as set forth in in the Certificate of Designations, to be filed with the State of Delaware (the " Certificate of Designations "). The Series D Investor shall not convert into Common Stock any amount of Series D Shares which would render the holder having more than 4.99% of the total outstanding shares of common stock of the Company. The foregoing description of the Purchase Agreement, does not purport to be complete and are qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

03. Creation of a Direct Financial 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. 1

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.

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. Amendment No. 1 to Certificate of Designations for the Series A Preferred Stock On October 7, 2025, pursuant to the SPA, the Company filed Amendment No. 1 to the Certificate of Designations for the Series A Preferred Stock, solely to increase the number of designated shares of Series B Preferred Stock from 250 to 300. Certificate of Designations for the Series D Preferred Stock On September 30, 2025, pursuant to the Purchase Agreement, the Company filed the Certificate of Designations for the Series D Preferred Stock, and to correct certain discrepancies in the previously filed Certificate of Designations for the Series D Preferred Stock, on October 7, 2025, the Company filed Amendment No. 1 to the Certificate of Designations for the Series D Preferred Stock (together the " Certificate of Designations "), with the Secretary of State of the State of Delaware for the purpose of establishing and designating the Series D Preferred Stock. The following is a general description of the principal terms of the Series D Preferred Stock: The Certificate of Designations designates a total of 2,000 shares of Series D 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 D Preferred Stock has a stated value of $1,000 per share (the " Stated Value "). Each share of Series D 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 D Preferred Stock by the Conversion Price, subject to adju

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amendment No. 1 Certificate of Designation for the Series A Preferred Stock 3.2 Certificate of Designation for the Series D Preferred Stock 3.3 Amendment No. 1 to Certificate of Designation for the Series D Preferred Stock 10.1 Securities Purchase Agreement dated September 19, 2025 10.2 Securities Purchase Agreement dated October 10, 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 10, 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