8-K - NMHI - Equibles

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): April 13, 2026

NATURE’S

MIRACLE HOLDING INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41977	88-3986430
(State or other jurisdiction<br><br> of Incorporation)	(Commission File Number)	(IRS Employer<br><br> Identification Number)
3281 E. Guasti Road, Suite 175 Ontario, CA 91761	91761
---	---
(Address of registrant’s<br> principal executive office)	(Zip code)

(909)

218-4601

(Registrant’s telephone number, including area code)

NotApplicable

(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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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. ☐

Item4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 13, 2026, management of Nature’s Miracle Holdings, Inc. (the “Company”) determined that disclosure was necessary and that action should be taken to preclude any further reliance on the Company’s previously issued unaudited condensed consolidated financial statements and related disclosures as of and for the period ended September 30, 2025. These financial statements were included in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2025 (the “Original Filing”), and the determination was made to correctly record an amount in short term loans erroneously omitted from the Original Filing.

More specifically, the Company has restated its condensed financial statements as of and for the three and nine months ended September 30, 2025, to appropriately include the recording of the short term loan.

The Company will file with the SEC an amendment to the Original Filing via a Form 10-Q/A for the quarterly period ended September 30, 2025.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Company’s independent registered public accounting firm, as well as with WWC, P.C., the Company’s auditor for the fiscal year ended December 31, 2025.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
104	Cover Page Interactive Data File (formatted in Inline<br> XBRL).

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 14, 2026

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