8-K

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): September 24, 2024

NATURE’S MIRACLE HOLDING INC

(Exact name of registrant as specified in its charter)

(909) 218-4601

(Registrant’s telephone number, including area code)

N/A

(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):

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

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.

On September 24, 2024, Nature’s Miracle Holding Inc. (the “Company”) entered into a trade payable forgiveness agreement (the “Trade Payable Forgiveness Agreement”) with Visiontech Group, Inc., a California corporation (“Visiontech”), Uninet Global Inc. (“Uninet”), Nature’s Miracle, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“NMHI (DE)”), relating to the cancellation of a portion of outstanding trade payables owed by Visiontech to Uninet.

Visiontech owed Uninet a trade payable in the amount equal to $2,713,073 as of June 30, 2024. Pursuant to the Trade Payable Forgiveness Agreement, Uninet agreed to cancel the outstanding trade payable in the amount of $2,135,573, leaving a remaining balance of $577,500 still payable by Visiontech to Uninet.

Zhiyi (Jonathan) Zhang, the President, Director, and beneficial owner of approximately 21% of the Company’s outstanding shares of common stock, is also the sole owner of Uninet.

The foregoing description of the Trade Payable Forgiveness Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Trade Payable Forgiveness Agreement, a copy of which is filed as Exhibits 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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: September 30, 2024

2

Exhibit 10.1

TRADE PAYABLE FORGIVENESS AGREEMENT

THIS DEBT FORGIVENESS AGREEMENT (this “Agreement”) is entered into and made effective as of September 24, 2024, by and between NATURE’S MIRACLE HOLDING INC., a Delaware corporation (“Company”), VISIONTECH GROUP, INC., a California corporation (“Visiontech”), UNINET GLOBAL INC. (“Uninet”), NATURE’S MIRACLE, INC., a Delaware corporation and wholly owned subsidiary of the Company (“NMHI (DE)”).

WHEREAS, Visiontech currently owes Uninet outstanding trade payable in the amount equal to Two Million Seven Hundred Thirteen Thousand Seventy-Three Dollars ($2,713,073) as of June 30, 2024 (the “Visiontech Debt”);

WHEREAS, Uninet agrees to forgive Two Million One Hundred Thirty-Five Thousand Five Hundred Seventy-Three Dollars ($2,135,573) in trade payable owned to Uninet by Visiontech;

WHEREAS, Zhiyi (Jonathan) Zhang is NMHI”s president, director and the beneficial owner of approximately 21% of NMHI’s outstanding shares of common stock

WHEREAS, Zhiyi (Jonathan) Zhang is and is the owner of all of the 100% owner of Uninet;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

(a) This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.

(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.

(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance, and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance, and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.

(e) This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.

(f) If any provision of this Agreement is deemed to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Signature Page to DEBT FORGIVENESS Agreement