Nature’s Miracle Holding Inc 2026年季度报告

FORM10-Q/A (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDEDSEPTEMBER 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) Securities registered pursuant to Section 12(b) of the Act: NONE *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 April 13, 2026, the registrant had a total of348,849,178 shares of its common stock, par value $0.0001 per share, issued andoutstanding. INDEX PagePART I. FINANCIAL INFORMATION1Item1. Consolidated Condensed Financial Statements (unaudited) (As Restated)Consolidated Condensed Balance Sheets1Consolidated Condensed Statements of Operations and Comprehensive Loss2Consolidated Condensed Statements of Stockholders’ Deficit3Consolidated Condensed Statements of Cash Flows4Notes to Financial Statements5Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (As Restated)46Item3.Quantitative and Qualitative Disclosures About Market Risk57Item4.Controls and Procedures (As Restated)57PARTII. OTHER INFORMATION58Item1.Legal Proceedings58Item1A.Risk Factors58Item2.Unregistered Sales of Equity Securities and Use of Proceeds58Item3.Defaults Upon Senior Securities59Item4.Mine Safety Disclosures59Item5. Other Information59Item6.Exhibits (As Restated)60SIGNATURES61 EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A (this “Amended Report”) amends the Quarterly Report on Form 10-Q of Nature’s MiracleHoldings Inc. (the “Company,” “we,” “our,” or “us”) for the quarterly period ended September 30, 2025, originally filed with theSecurities and Exchange Commission (the “SEC”) on November 14, 2025 (the “Original Filing”). This Amended Report is being filedto restate the Company’s unaudited condensed consolidated financial statements and related disclosures for the three and nine monthsended September 30, 2025, including as described in Note 3, “Restatement of previously issued financial statements,” to the unauditedcondensed consolidated financial statements included herein. Information that was not affected by the restatement is unchanged fromthe Original Filing. Restatement Background. During the preparation of the Company’s financial close for the quarter and year ended December 31, 2025, the Company becameaware of the fact that a $1.65 million loan made by a third party on April 11, 2025 to Zak Properties, LLC, an entity newly acquired bythe Company on September 18, 2025 (“Zak Properties”), was not properly recorded on Zak Properties’ books and records, causing theunderstatement of short term loans on the Company’s books and records as of and for the period ended September 30, 2025. As a result, the Company’s restated financial statements reflect the proper recognition of the $1.65 million loan as a short-term liabilityof Zak Properties as of the acquisition date, with corresponding adjustments to the Company’s net assets acquired, additional paid-incapital, current assets/liabilities, debt disclosures, and related statements of operations, changes in stockholders’ deficit, and cashflows. Management evaluated the erroneous omission in accordance with SEC Staff Accounting Bulletin No. 99 and No. 108, and concludedthat the omission was material to the previously issued interim financial statements