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    Nature's Miracle Holding Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Events That Accelerate or Increase a Direct Financial Obligation, Financial Statements and Exhibits

    8/14/25 4:15:31 PM ET
    $NMHI
    Industrial Machinery/Components
    Industrials
    Get the next $NMHI alert in real time by email
    false 0001947861 0001947861 2025-07-22 2025-07-22 0001947861 NMHI:CommonStockParValue0.0001PerShareMember 2025-07-22 2025-07-22 0001947861 NMHI:WarrantsToPurchaseCommonStockAtExercisePriceOf11.50PerShareMember 2025-07-22 2025-07-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): July 22, 2025

     

    NATURE'S MIRACLE HOLDING INC.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-41977   88-3986430
    (State or other jurisdiction
    of Incorporation)
      (Commission File Number)   (IRS Employer
    Identification Number)

     

    3281 E. Guasti Road, Suite 175
    Ontario, CA 91761

      91761
    (Address of registrant’s principal executive office)   (Zip code)

     

    (909) 218-4601

    (Registrant’s telephone number, including area code)

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act: None

     

    Securities registered pursuant to Section 12(g) of the Act:

     

    Title for each class   Trading Symbol(s)
    Common Stock, par value $0.0001 per share   NMHI
    Warrants to purchase Common Stock, at an exercise price of $11.50 per share   NMHIW

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

    Item 1.01. Entry into a Material Definitive Agreement.

     

    Stipulation of Settlement Agreement

     

    On July 22, 2025, Nature’s Miracle Holding Inc. (the “Company”) entered into a Stipulation of Settlement Agreement with Funders App LLC dba Tenthly (“Factor K”), in connection with a complaint filed by Factor K on July 16, 2025, in Court in Monroe County, New York in relation to an outstanding balance of $100,588 after payments of $46,551 on its loan agreement with the Company, dated February 11, 2025. The total claimed amount is $129,463 plus interest from June 30, 2025 and attorney fees. Pursuant to the Stipulation of Settlement Agreement, each party agreed to a settlement amount and remittance schedule that commenced July 23, 2025. In the event of default on payments, Factor K may file a default judgement for the sum of $129,463.45 less remittances pursuant to the Stipulation of Settlement Agreement.

     

    Settlement Agreement for Stay of Prosecution

     

    On July 31, 2025, Webfunder LLC (“Factor I”) filed a Settlement Agreement for Stay of Prosecution in the Seventeenth Judicial Court in Broward County, Florida, pursuant to which the Company and Factor I agreed to a new payment schedule from August 5, 2025 to December 9, 2025 for a total amount of $186,572. The original loan referred to in the Settlement Agreement for Stay of Prosecution was a standard merchant cash advance settlement agreement dated December 12, 2024. There are remedies and other protective language for Factor I in the event of non-performance.

     

    Settlement Agreement and Mutual Release

     

    On August 1, 2025, the Company and Wave Advance, Inc. (“Factor L”) entered into a Settlement Agreement and Mutual Release that requires payments from August 5 to October 27, 2025, for an aggregate amount of $201,170. The original loan referred to in this Settlement Agreement was a Standard Merchant Cash Advance Settlement Agreement dated February 2, 2025. There are remedies and other protective language for Factor L in the event of non-performance.

     

    Standstill Agreement

     

    On August 6, 2025, the Company entered into a Standstill Agreement with MaximCash Solutions LLC (“MaximCash”). A complaint was previously filed on July 8, 2025 by MaximCash against the Company in the Third Judicial Court of Utah pertaining to the loan agreement dated December 30, 2024 (the “MaximCash Loan”), as a result of a failure to make the required repayment pursuant to the MaximCash Loan agreement. The claimed amount was $230,738 plus daily interest and attorney fees. On August 7, the Company wired $61,720 to MaximCash as partial payment.

     

    The descriptions of the Stipulation of Settlement Agreement, the Settlement Agreement for Stay of Prosecution, the Settlement Agreement and Mutual Release, and the Standstill Agreement are qualified in their entirety by reference to the Stipulation of Settlement Agreement, the Settlement Agreement for Stay of Prosecution, the Settlement Agreement and Mutual Release, and the Standstill Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 hereto and are incorporated herein by reference.

     

    Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

     

    The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.04.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit
    No.
      Description
    10.1   Stipulation of Settlement Agreement, dated July 22, 2025, between the Company and Funders App LLC dba Tenthly.
    10.2   Settlement Agreement for Stay of Prosecution, dated July 31, 2025, between the Company and Webfunder LLC.
    10.3   Settlement Agreement and Mutual Release, dated August 1, 2025, between the Company and Wave Advance, Inc.
    10.4   Standstill Agreement, dated August 6, 2025, between the Company and MaximCash Solutions LLC.
    104   Cover Page Interactive Data File (formatted in Inline XBRL).

     

    1

     

     

    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: August 14, 2025

     

      NATURE’S MIRACLE HOLDING INC.
       
      By: /s/ Tie (James) Li
      Name:  Tie (James) Li
      Title: Chief Executive Officer

     

    2

     

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