Nature’s Miracle Holding Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2024 OR ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _____________ to ____________ Commission file number001-41977 NATURE’S MIRACLE HOLDING INC.(Exact name of small business issuer as specified in its charter) Delaware88-3986430(State or other jurisdiction(IRS Employer 3281 E. Guasti Rd.Suite 175Ontario,CA91761(Address of principal executive offices) (Zip Code) (909)218-4601(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Exchange Act: Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 and posted on its corporate web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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 forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant include in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting shares of the Company’s common stock held by non-affiliates as of June 30,2024 based on the last sale of the Company’s common stock, was approximately$6,542,524. As of April 14, 2025, the Registrant had5,239,325shares of common stock, $0.0001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PageCAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTSiiiPART IItem 1.Business1Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments32Item 1C.Cybersecurity33Item 2.Properties33Item 3.Legal Proceedings34Item 4.Mine Safety Disclosures34PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities35Item 6.[Reserved]38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation38Item 7A.Quantitative and Qualitative Disclosures about Market Risk46Item 8.Financial Statements and Supplementary Data46Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure47Item 9A.Controls and Procedures47Item 9B.Other Information47Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections47PART IIIItem 10.Directors, Executive Officers and Corporate Governance48Item 11.Executive Compensation54Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters58Item 13.Certain Relationships and Related Transactions, and Director Independence59Item 14.Principal Accountant Fees and Services65PART IVItem 15.Exhibit an