Nature’s Miracle Holding Inc美股招股说明书(2025-08-20版)

Nature’s Miracle Holding Inc. This Prospectus Supplement No. 2 supplements and amends the prospectus dated July 15, 2025, as supplemented by ProspectusSupplement No. 1, dated July 27, 2025, of Nature’s Miracle Holding Inc. (the “Company,” “we,” “us,” and “our”), with our QuarterlyReport on Form 10-Q for the six months ended June 30, 2025, filed with the Securities Exchange Commission on August 14, 2025. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified byreference to the prospectus (including all supplements thereto), except to the extent that the information contained in this prospectussupplement supersedes the information contained in the prospectus. This prospectus supplement is not complete without, and may notbe utilized except in connection with, the prospectus, including any amendments or additional supplements thereto. Our shares of Common Stock are trading on the OTC Market Group, Inc. (“OTC”) under the symbol “NMHI”. The closing price ofour Common Stock on August 19, 2025, as reported by OTC, was $0.18 per share. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 14 of the prospectus, and under similar headings in any amendment orsupplements to this prospectus. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contraryis a criminal offense. The date of this prospectus supplement is August 20, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDEDJUNE 30, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM_________ to __________ COMMISSION FILE NUMBER001-41977 NATURE’S MIRACLE HOLDING INC.(Exact name of registrant as specified in its charter) Delaware88-3986430(State or other jurisdiction of(I.R.S. Employer (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: *The securities of Nature’s Miracle Holding Inc. have been suspended from trading on The Nasdaq Stock Market and are currentlytrading on the OTC Market. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act)Yes☐No☒ As of August 14, 2025, the registrant had a total of12,522,601 shares of its common stock, par value $0.0001 per share, issued andoutstanding. INDEX PagePART I. FINANCIAL INFORMATION1Item1.Consolidated Condensed Financial Statements (unaudited)1Consolidated Condensed Balance Sheets1Consolidated Condensed Statements of Operations and Comprehensive Loss2Consolidated Condensed Statements of Stockholders’ Equity3Consolidated Condensed Statements of Cash Flows4Notes to Financial Statements5Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item3.Quantitative and Qualitative Disclosures About Market Risk51Item4.Controls and Procedures51PARTII. OTHER INFORMATION52Item1.Legal Proceedings52Item1A.Risk Factors52Item2.Unregistered Sales of Equity Securities and Use of Proceeds52Item3.Defaults Upon Senior Securities53Item4.Mine Safety Disclosures53Item5.Other Information53Item6.Exhibits53SIGNATURES54 CAUTIONARY STAT