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): November 22, 2024
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:
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | NMHI | | The Nasdaq Stock Market LLC |
| | | | | |
| Warrants to purchase Common Stock, at an exercise price of $11.50 per share | | NMHIW | | The Nasdaq Stock Market LLC |
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 November 22, 2024, NM Data Inc. (“NM Data”), a wholly owned subsidiary of Nature’s Miracle Holding Inc. (the “Company”), entered into an investment agreement (the “Agreement”) with Future Tech Incorporated (“Future Tech”), an Ohio-based company, for the development and construction of a 50MW high density data center and a vertical farming facility in Stryker, Ohio.
Pursuant to the Agreement, at the closing, (i) Future Tech will issue shares representing 51% of its outstanding shares to NM Data; (ii) NM Data will make an initial investment of $200,000 into Future Tech, with an additional $2.8 million to be invested within 12 months after the initial closing; (iii) Future Tech will establish a board of directors (the “Board”), with NM Data retaining the right to appoint a majority of the directors; and (iv) NM Data, through the Board, will have the authority to designate the Chief Executive Officer and the Chief Financial Officer of Future Tech. The closing is subject to certain conditions, including Future Tech executing an electricity sales and purchase agreement with a certain supplier and Future Tech entering into a ten-year lease with the option to purchase a certain site as set forth in the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: November 27, 2024
| | NATURE’S MIRACLE HOLDING INC. |
| | |
| | By: | /s/ Tie (James) Li |
| | Name: | Tie (James) Li |
| | Title: | Chief Executive Officer |
