Nature’s Miracle Holding Inc美股招股说明书(2025-07-17版)

This prospectus relates to (i) the offer and sale, from time to time, of up to 55,817,669 shares of Common Stock (the “ELOC Shares”)of Nature’s Miracle Holding Inc. (the “Company”), with a par value $0.0001 per share (“Common Stock”), to GHS Investments,LLC, a Nevada limited liability company ( (the “Investor”), in connection with an equity line of credit (“ELOC”) for up to$20,000,000 (the “Commitment Amount”), pursuant to an Equity Purchase Facility Agreement (the “EPFA”), dated as of May 6,2025, for a period of 24 months from the date of this prospectus (the “Term”); (ii) the offer and sale of 1,503,759 shares of CommonStock to be issued to the Investor or its designees (together referred to as the “Selling Stockholders”) as an equity incentive(“Commitment Shares”) upon the execution of the EPFA; and (iii) the offer and resale or other disposition from time to time by theSelling Stockholders of up to 2,678,571 shares of our Common Stock (the “Conversion Shares”) that may be issued upon theconversion of the 250 shares of Series A Preferred Stock, $0.0001 par value (the “Series A Shares”) that were issued to the SellingStockholders on May 6, 2025 pursuant to a Securities Purchase Agreement (the “SPA”), as described more fully below. We are registering the resale of the shares of Common Stock covered by this prospectus pursuant to the Selling Stockholders’registration rights under the Registration Rights Agreement, dated May 6, 2025 in connection with the EPFA and the SPA. We will not receive any proceeds from the sale by the Selling Stockholders of their shares of Common Stock. However, we mayreceive up to $20,000,000 over the next twenty four (24) months upon the issuance of shares of Common Stock under the EPFA,whereby the Company may issue up to approximately 55,817,669 ELOC Shares (or up to 277,777,778 ELOC Shares if we hold astockholder vote to increase our authorized shares), based on lowest traded price for the Company’s Common Stock as reported on theOTC Market Group, Inc. (“OTC”) on June 5, 2025, of $0.090 less a 20% discount. We are only registering 55,817,669 ELOC Sharespursuant to this registration statement because that is the approximate number of shares we are able to register given our currentauthorized shares. We have agreed to bear the expenses in connection with the registration of the resale of the shares of CommonStock to be offered by this prospectus by the Selling Stockholders. Our registration of the shares of Common Stock on behalf of the Selling Stockholders does not mean that any of the SellingStockholders will offer or sell any of their shares of Common Stock. We cannot predict when, or in what amounts, the SellingStockholders may sell their shares of Common Stock. Sales of the shares of Common Stock by the Selling Stockholders may occur inone or more transactions at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, atnegotiated prices, and/or at varying prices determined at the time of sale. The selling stockholders may sell their shares of CommonStock directly or to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts,concessions or commissions from the Selling Stockholders, the purchasers of the shares, or both. We provide more information abouthow the Selling Stockholders may sell or otherwise dispose of their shares of Common Stock in the section of this prospectus titled“Plan of Distribution.” Throughout the 24-month term of the EPFA (the “Term”), the Investor will be obligated to buy registered Common Stock from time totime (each a “Purchase”), when directed by the Company through a notice to Investor (“Purchase Notice”) delivered on trading days(“Purchase Notice Date”). The maximum dollar amount of each Purchase shall equal two hundred percent (200%) the average of thedaily trading dollar volume for the Company’s Common Stock during the ten (10) trading days preceding the Purchase Notice Date.No Purchase will be made in an amount less than ten thousand dollars ($10,000) or greater than five hundred thousand ($500,000).The Investor may not be issued shares resulting in it owning more than 4.99% of the total outstanding Common Stock at any giventime. The purchase price for each Purchase shall equal eighty (80%) of the lowest traded price for the Company’s Common Stockduring the ten (10) consecutive trading days immediately preceding the relevant Purchase Notice Date (the “Valuation Period”).Following an up-list to the NASDAQ or a national exchange, the Purchase Price shall be ninety percent (90%) of the lowest volumeweighted average price during the Pricing Period, subject to a floor price of $0.05 per share (“Floor Price”) below which theCompany shall not deliver a Purchase Notice. See“The Committed Equity Financing” for a description of the EPFA. The floor price isonly applicable if we are listed on the NASDAQ or a national securities exchange. Simultaneous