UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _________ to __________

COMMISSION FILE NUMBER 001-41977

NATURE’S MIRACLE HOLDING INC.

(Exact name of registrant as specified in its charter)

Delaware		88-3986430
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3281 E. Guasti Rd. #704 Ontario, CA 91761		(909) 218-4601
(Address of principal executive offices) (Zip Code)		(Registrant’s telephone number, including area code)

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

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

Title of 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*

*	The securities of Nature’s Miracle Holding Inc. have been suspended from trading on The Nasdaq Stock Market and are currently trading on the OTC Market.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of May 26, 2026, the registrant had a total of 606,629,892 shares of its common stock, par value $0.0001 per share, issued and outstanding.

INDEX

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Consolidated Condensed Financial Statements (unaudited)	1
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Operations and Comprehensive Loss	2
	Consolidated Condensed Statements of Changes in Stockholders’ Deficit	3
	Consolidated Condensed Statements of Cash Flows	4
	Notes to Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	52
PART II. OTHER INFORMATION		53
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	56
SIGNATURES		57

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:

●

Our ability to effectively operate our business segments;

●

Our ability to manage our research, development, expansion, growth and operating expenses;

●

Our ability to evaluate and measure our business, prospects and performance metrics;

●

Our ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry;

●

Our ability to respond and adapt to changes in technology and customer behavior; and

●

Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NATURE’S MIRACLE HOLDING INC., SUBSIDIARIES AND VIE

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	As of March 31,			As of December 31,
	2026			2025
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	45,695		$	97,694
Accounts receivable, net		146,491			153,043
Prepayments and other current assets		236,410			100,027
Loan receivable - related party		605,000			605,000
Other receivable - related party		224,873			-
Total Current Assets		1,258,469			955,764

NON-CURRENT ASSETS
Deposits		931,000			951,000
Right-of-use assets, net		109,711			133,889
Property and equipment, net		19,223,993			18,370,033
Total Assets	$	21,523,173		$	20,410,686

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Short-term loans	$	4,636,043		$	4,192,646
Short-term loans - related parties		194,000			194,000
Current portion of long-term debts		175,066			466,331
Convertible notes		1,566,553			1,712,875
Convertible notes - related party		321,161			64,414
Accounts payable		3,475,437			9,684,893
Accounts payable - related parties		367,937			366,437
Other payables and accrued liabilities		5,756,703			5,178,395
Other payables - related parties		907,407			514,891
Operating lease liabilities - current		113,645			101,327
Commitment shares to be issued		3,112			171,160
Debt settlement shares to be issued		750,000			-
Tax accrual		471,055			471,731
Deferred income - Contract liabilities		56,128			49,731
Deferred income - Contract liabilities - related party		86,468			86,468
Total Current Liabilities		18,880,715			23,255,299

NON-CURRENT LIABILITIES
Long-term debts, net of current portion		7,426,138			5,402,186
Operating lease liabilities, net of current portion		8,996			35,684
Long-term convertible notes - related party		3,000,000			3,000,000
Total Non-Current Liabilities		10,435,134			8,437,870

Total Liabilities		29,315,849			31,693,169

COMMITMENTS AND CONTINGENCIES

Redeemable convertible preferred stock ($0.0001 par value, 698 and 754 issued and outstanding at March 31, 2026 and December 31, 2025, respectively), at redemption value		1,467,108			1,458,233

SHAREHOLDERS’ DEFICIT
Preferred stock ($0.0001 par value, 1,000,000 shares authorized, 5,000 and 5000 shares issued and outstanding; at March 31, 2026 and December 31, 2025, respectively)		-			-
Common stock ($0.0001 par value,1,000,000,000 shares authorized,308,306,016 and 112,852,596 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively)		30,833			11,287
Additional paid-in capital		24,691,724			24,049,579
Accumulated deficit		(33,981,677	)		(36,800,876	)
Accumulated other comprehensive loss		(664	)		(706	)
Total Stockholders’ Deficit		(9,259,784	)		(12,740,716	)

Total Liabilities and Stockholders’ Deficit	$	21,523,173		$	20,410,686

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NATURE’S MIRACLE HOLDING INC., SUBSIDIARIES AND VIE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)

	For the Three Months Ended			For the Three Months Ended
	March 31,			March 31,
	2026			2025
	(Unaudited)			(Unaudited)

REVENUE (including related party revenue of nil and $17,422 for the three months ended March 31, 2026 and 2025)	$	41,605		$	1,106,819

COST OF REVENUE		38,685			931,519

GROSS PROFIT		2,920			175,300

OPERATING EXPENSES:
Selling, general and administrative		1,089,802			1,313,111
Provision for credit losses		982			23,283
Total operating expenses		1,090,784			1,336,394

LOSS FROM OPERATIONS		(1,087,864	)		(1,161,094	)

OTHER INCOME (EXPENSE)
Interest expense, net		(780,714	)		(897,017	)
Gain on loan extinguishment		-			40,000
Gain on debt settlement		5,070,520			-
Change in fair value of commitment shares to be issued		168,048			-
Other expense		(524,716	)		-
Total other income (expense), net		3,933,138			(857,017	)

INCOME (LOSS) BEFORE INCOME TAXES		2,845,274			(2,018,111	)

PROVISION FOR INCOME TAXES		-			1,700

NET INCOME (LOSS)	$	2,845,274		$	(2,019,811	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		42			394
COMPREHENSIVE INCOME (LOSS)	$	2,845,316		$	(2,019,417	)

BASIC WEIGHTED AVERAGE NUMBER OF COMMON STOCK		159,090,737			4,649,263

BASIC EARNINGS (LOSS) PER SHARE	$	0.02		$	(0.43	)

DILUTED WEIGHTED AVERAGE NUMBER OF COMMON STOCK		270,380,478			4,649,263

DILUTED EARNINGS (LOSS) PER SHARE	$	0.01		$	(0.43	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NATURE’S MIRACLE HOLDING INC., SUBSIDIARIES AND VIE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

	Preferred stock				Common stock				Additional paid in		Accumulated			Accumulated other comprehensive
	Shares		Amount		Shares		Amount		capital		Deficit			loss			Total
BALANCE, December 31, 2025		5,000	$	-		112,852,596	$	11,287	$	24,049,579	$	(36,800,876	)	$	(706	)	$	(12,740,716	)
Stock compensation expense		-		-		-		-		104,795		-			-			104,795
Shares issued through convertible notes conversion		-		-		169,250,919		16,925		371,146		-			-			388,071
Shares issued under equity line of credit		-		-		14,636,713		1,464		77,288		-			-			78,752
Shares issued for purchase of convertible note		-		-		360,000		36		22,837		-			-			22,873
Shares issued through preferred shares conversion		-		-		11,205,788		1,121		66,079		-			-			67,200
Foreign currency translation adjustments		-		-		-		-		-		-			42			42
Cumulative dividend for Series A, D and F preferred stock		-		-		-		-		-		(26,075	)		-			(26,075	)
Net income		-		-		-		-		-		2,845,274			-			2,845,274
BALANCE, March 31, 2026 (Unaudited)		5,000	$	-		308,306,016	$	30,833	$	24,691,724	$	(33,981,677	)	$	(664	)	$	(9,259,784	)

	Preferred stock				Common stock				Additional paid in		Accumulated			Accumulated other comprehensive
	Shares		Amount		Shares		Amount		capital		Deficit			loss			Total
BALANCE, December 31, 2024		-	$	-		2,445,364	$	246	$	10,396,274	$	(24,734,689	)	$	(981	)	$	(14,339,150	)
Stock compensation expense		-		-		84,091		8		84,928		-			-			84,936