OTC: NMHIW

CEA refers to an indoor, technology-based approach
to cultivating crops under optimal growing conditions. It includes the vertical farming sector and the indoor cultivation of an ever-increasing
range of specialty crops for a range of applications from food to health. Vertical farming refers to the use of an artificial light environment
instead of sunlight to ensure the healthy and effective growth of plants. Vertical farming was increasingly popular during the COVID-19
pandemic as supply chain disruptions and labor shortages fed fears over global food security. As a result, it has also become a demand
driver for hydroponic products, which are used in the farming of plants using soilless growing media and often artificial lighting in
a controlled indoor or greenhouse environment.

Through CEA, growers can be more efficient with
physical space, water and resources, while enjoying year-round and more rapid growth cycles as well as more predictable and abundant grow
yields, when compared to other traditional growing methods.

In September 2025 the Company entered into a real estate investment
by acquiring the commercial building commonly known as PNC Bank Tower in downtown Toledo, Ohio. As a result, we will show rent income
on our books starting October 1, 2025. The real estate is held via Zak Properties LLC, a 100%-owned subsidiary of NMHI. In the acquisition,
NMHI agreed to assume $2.650 million in loans and signed a new secured note for $3 million due to the former owners of Zak Properties.
The building is about 60% leased with major tenants such as PNC Bank, the Federal courts and offices and many law firms. The latest appraisal
value based on refinancing in January 2026, was $17 million.

Acceleration of CEA Indoor Farming Adoption

The commercial agriculture industry is increasingly
adopting more advanced agricultural technologies to improve productivity and operations. The benefits of CEA indoor farming include:

●greater product safety, quality
and consistency;

●more reliable, climate-agnostic
year-round crop supply from multiple, faster harvests per year as opposed to a single, large harvest with outdoor cultivation;

●lower risk of crop loss from
pests (and subsequently lower need for pesticides) and plant disease;

●lower required water and pesticide
use compared to conventional farming, offering incremental benefits in the form of reduced chemical runoff and lower labor requirements;
and

●potentially lower operating
expenses from resource-saving technologies such as high-efficiency LED lights, precision nutrient and water systems and automation.

The implementation of CEA indoor farming continues
to increase globally, driven by these factors and growth in fruit and vegetable cultivation, consumer horticulture and the continued adoption
of vertical cultivation.

1

Increased Focus on Environmental, Social and Governance (“ESG”)
Issues

We believe that the growth and change in our end
markets are driven in part by various ESG trends aimed at conserving resources and improving the transparency and security of our food
supply chain. Overall, indoor farming has superior performance characteristics in terms of selected key ESG performance criteria compared
to traditional agriculture:

●More efficient land usage.
Indoor farming can increase crop yields per square foot and reduce the amount of land needed to grow crops. Certain types of greenhouses
can yield 20 times the yield per acre than conventional farming, according to the U.S. Department of Agriculture.

●More efficient freshwater
usage. Indoor farming allows water to be managed and recycled within a closed-loop system and therefore generally requires less water
than traditional outdoor farming. In some cases, indoor farming can grow plants using ten times less water than soil farming, according
to the U.S. National Park Service.

●Decreased use of fertilizer
and pesticides. In indoor farming, there is less demand for pesticide application, and growers can use fewer pesticides and apply
pesticides more precisely than in traditional outdoor farming.

●Reduced carbon emissions.
Indoor farming brings large-scale farming operations closer to the end user, shortening the transport distance for ready-to-use crops.

●Reduced food waste.
Indoor farming brings food production closer to the end user and makes the time between production and consumption shorter, the product
spoilage, damage and waste are reduced.

●Chemical runoff prevention.
Due to the closed-loop nature of indoor farming systems, it significantly reduces the risk of chemical runoff, which is often more difficult
to control in traditional outdoor farming.

●Supports organic farming.
Indoor farming is ideal for organic farming, and consumer demand for organic farming is increasing.

Our Core Competitive Strengths

Our Products

We are a provider of equipment for the CEA industry
in North America. Our suppliers are grow light original equipment manufacturers in Asia, Europe, and North America. To reduce lead time
and save logistic time and cost, we may establish a manufacturing and assembling facility in North America for grow lights in the future.
Our goal is to provide our consumers with fully integrated end-to-end turnkey solutions for cultivation facilities with an emphasis on
cost and efficiency.

We offer both innovative, branded products supported
by a registered trademark, “eFinity,” and distribute third-party products. Our product offerings span grow lights and growing
media. The following is a list of some of our market-leading products across key greenhouse products.

(i)
Lighting Products

a)
LED Fixtures

Our LED fixtures products are full-spectrum LED
and are suitable for full-term plant growth indoor and greenhouse cultivation, from the vegetative stage to the higher-light-requiring
bloom and finishing stages all year round.

2

The explanation of the measurements we use are
as follows:

PPF and μmol/s

Photosynthetic Photon Flux (“PPF”)
density measures the amount of micromoles of photons striking a square meter per second (“μmol/s”).

Full daylight sun at noon in the summer is around
2,000 μmol/s. What the plants actually need for growing, however, is likely to be much less than that.

μmol/J

The industry standard for measuring grow light
efficiency is micromole per joule (“μmol/J”). It means that for every joule of electrical energy (joule = watt * second)
a certain number of photon micromoles are produced.

Highly efficient LED grow lights range from 1.5
μmol/j and up, and the number is constantly improving. For high pressure sodium (“HPS”) lights, the numbers are around
1.7 μmol/j.

Product Name

Description of Product

Key Features

Market

eFinity SUPERSTAR S-840W INDOOR LED

High light output/low heat generation and ideal spectrum for effective growth throughout the year

● Full Spectrum LED light fixture for all stages

● PPF 2520 μmol/s

● Efficacy 3.0 μmol/J

● Dimmability from 0 to 100%

● Controllable

● Certified with Electrical Testing Laboratories (“ETL”),
and DLC Qualified Products Lists (“DLC”) listed

● 5-year warranty on ballast

● 50,000 hour warranty on LEDs

North America

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Product Name

Description of Product

Key Features

Market

eFinity 2100 PRO 780W 1:1 DIRECT REPLACEMENT GREENHOUSE/INDOOR LED

Deep Penetrating 1:1 LED Fixture for Replacing 1000W HPS Lights and Fitting Seamlessly in Existing HPS Layouts for Greenhouses or Indoor Cultivation

● Full Spectrum LED light fixture for all stages

● PPF 2128 umol/s

● Efficacy 2.8 μmol/J

● Dimmability from 0 to 100%

● Controllable

● Samsung and Osram LED chips

● Certified with ETL, DLC listed

● 5-year warranty on ballast

● 50,000 hour warranty on LEDs

North America

eFinity SUPERSTAR GenIII 660W W/ FAR-RED & UVA BOOSTER TO 720W
INDOOR LED

Versatile Adjustable and High PPF & Efficacy Heavy-Duty Full Spectrum 8-bar Indoor LED Grow Light Fixture with both Far Red and UVA Booster for All Stages

● Full Spectrum LED light fixture for all stages

● PPF 2088 μmol/s

● Efficacy 2.9 μmol/J

● Certified with the ETL/DLC mark and IP66 rating

● Plug and play installation, high PPF with less heat to help
grow better

● Designed for commercial growers, full cycle spectra for rapid
growth and complete plant development

North America

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Product Name

Description of Product

Key Features

Market

XT 780 TOPLIGHTING

● Compact Design

● Maximizes Sunlight Use

● Energy saving, high efficiency, low maintenance cost

● Light also available with dimmable control

● Hanger design and fast connect plug for easy installation

● 1:1 Replacement HPS

PPF: μmol/s 2496

Power consumption: W 780

Dimensions: μmol/J 3.2

Efficiency: mm L740*W330*H105

Weight: kg 15.5

Input voltage: VAC 277-480

Power factor: >0.9

Rated Average Lifetime: hrs L90>50000H

Ingress protection rating: IP66

Approval marks: DLC, Underwriter Laboratories (“UL”)/CSA

Accessories: Hanger

Lighting angle: 120°

Warranty: 5yr

North America

XI 150 INTERLIGHT

● Aluminum material to dissipate heat

● Patented rotating design with 270 degree manual turn angle
IP66

● Energy saving, high efficiency, low maintenance cost

● Red and blue light can be controlled separately

● Hanger design and fast connect plug for easy installation

● Top light and inter light dual purpose

● The number of serial connections can be customized

PPF: μmol/s 450

Power consumption: W 150

Efficiency: μmol/J 3.0

Dimensions: mm L2418*W130*H116

Weight: kg 5.45

Input voltage: VAC 300-400

Power factor: >0.9

Rated Average Lifetime: hrs L90>50000H

Ingress protection rating: IP66

Approval marks: DLC, UL/CSA

Accessories: Hanger/Wirerope

Lighting angle: Max.270°

Warranty: 5yr

North America

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b)
HPS and CMH Fixtures

Our HPS and Ceramic Metal Halide (“CMH”)
fixtures function as agricultural artificial lighting and are suitable for flower stages indoor and greenhouse cultivation.

Product Name

Description of Product

Key Features

Market

eFinity BLACK SERIES 1000W DE HPS CLOSED REFLECTOR

The Industry’s Defacto Standard HPS Light Fixture for Virtually Every Major Brand

● Dimmable

● Controllable

● 96% reflection rate w/ replaceable reflector

● Includes 1 efinity high frequency 400V DE bulb which produces
10% to 25% more output than traditional HPS bulbs and is the only DE bulb w/built-in Igniter

● efinity DE bulb warranty: 10,000 hours

● Completely sealed housing w/ RJ11 plug

● 9ft German Wieland power connection

North America

eFinity BLACK SERIES 315W CMH

The Industry’s Highest Efficiency/Lowest Frequency, Daisy-Chainable, Controllable,

and Dimmable CMH Grow Light Fixture

● Daisy chain up 8 units

● Runs GreenPower CDM-T 315W Lamps

● No acoustic resonance

● Low Frequency, High Efficiency electronic ballast

● Lower harmonic distortion

● High output and improved spectrum

● Driver efficiency at full power: 95-96%

North America

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Product Name

Description of Product

Key Features

Market

XT 1000

● Compact aluminum housing

● Reflector Design (Alanod Germany) with Miro Silver Design

● Wieland Connector - Easy Plug and Play

● Voltage available - 277V, 347V, 400V and 480V

● Lamp output: μmol/s 2180

● Power consumption: W 1040

● Dimensions: mm L232*W189*602

● Weight: kg 4.38

● Input voltage: VAC 277-400

● Power factor: >0.99

● Rated Average Lifetime: hrs Lamp:10000H

● Ingress protection rating: IP65

● Approval marks: UL/CSA,ETL

● Accessories: Hanger

● Lighting angle: 120°

● Warranty: 3yr - Fixtures; 10,000 Hrs Bulbs

North America

XTD 1000

● Compact aluminum housing

● Reflector Design (Alanod Germany) with Miro Silver Design

● Reflector is easy to remove

● Wieland Connector - Easy Plug and Play

● Voltage available - 277V, 347V, 400V and 480V

● Lamp output: μmol/s 2180

● Power consumption: W 1040

● Dimensions: mm L255*W275.5*H582

● Weight: kg 4.3

● Input voltage: VAC 277-400

● Power factor: >0.99

● Rated Average Lifetime: hrs Lamp:10000H

● Ingress protection rating: IP65

● Approval marks: UL/CSA,ETL

● Accessories: Hanger

● Lighting angle: 120°

● Warranty: 3yr - Fixtures; 10,000 Hrs Bulbs

North America

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c)
Electronic Ballasts and Control Box

The purpose of a lighting ballast is to regulate
both the line voltage and the current supplied to a light bulb during its several phases of operation. A control box provides the ability
to automate control of both the level and the cycle of your lighting fixtures according to the users’ specific needs, while greatly
reducing energy consumption.

Product Name

Description of Product

Key Features

Market

eFinity MASTER CONTROLLER LED, HPS, & CMH

Two Channel Master Controller with Capacity for up to 75 efinity Fixtures per Channel

● KEY FEATURES

● Auto-dim at set temperature.

● Auto-shutdown at set temperature.

● Sunrise/sunset period.

● Easy and safe installation.

● Protected against short-circuits.

● Double temperature safety features.

● Suitable for all efinity/Megaphoton HPS/CMH/LED fixtures with
controller ports.

● Maximum Number of lighting fixtures: 150 units.

North America

(i)
Grow Media Products

Cultiwool is our main supplier for grow media
products. Cultiwool has many years of experience developing rockwool products in the Netherlands and is preferred by some of the largest
industrial propagators in the world. We believe that the quality of their newest rockwool cubes is currently the best on the market. Our
rockwool cubes feature Cultiwool’s unique Plant COMFORT fibre structure with the following characteristics: Cultiwool Blocks have
an optimum air/water ratio for healthy root growth and allow for great continued rooting thanks to the extremely even distribution of
water and electrical conductivity. These blocks have an excellent water absorption and (re)saturation rate and feature the exclusive Plant
Comfort fibre structure which has a lower density of resistance during rooting with no loss of firmness. All blocks except the 3x3x3 also
have the Optiplus feature, which is a unique design on the underside of the block allowing for excess water to drain away easily.

Product Name

Description of Product

Key Features

Market

Cultiwool 6” X 6” X 6”

Block Stonewool Cubes with Optidrain, with one hole, Hydroponics Grow Media

● Superb air to water ratio

● A fibre structure that holds water longer

● Less resistance for the roots to grow in, resulting in stronger
roots

● Encourages faster initial rooting

● Guaranteed firmness

North America

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Product Name

Description of Product

Key Features

Market

CULTIWOOL SLAB 6” X 36” X 3”

X-fibre slabs are unique for their optimum water distribution and excellent
EC-control not only within one slab but also between slabs. This creates a root environment with outstanding control and with far better
and much more even growth and root distribution. Slabs are 36” long and are available in several different widths.

● Superb air to water ratio

● A fibre structure that holds water longer

● Less resistance for the roots to grow in, resulting in stronger
roots

● Encourages faster initial rooting

North America

Dutch Plantin 5 GALLON GROW BAG

OUR GROW BAGS:

● are 100% organic

● have low sodium and chloride levels thanks to our innovative
production process

● are stable, so they can be used for many years, even for different
crops

● maintain a high air percentage throughout the entire cultivation
period

● have excellent moisture-retaining properties

● make bad soil quality and soil diseases a thing of the past

● need a lot less fertilizer than soil

● are easy to irrigate

● allow you to save considerable amounts of fresh water, which
is becoming scarcer all over the world

● last but not least, they contribute to a better world

● Premium. Coco mat made of a layer of coco chips covered with
coco pith

● Optima. Mixture of coco pith and coco chips

● Classic. 100% coco pith

North America

Experienced Management Team with Proven Track Record

Our management team possesses significant public
market experience with a strong track record.

Tie “James” Li is our founder,
Chairman and Chief Executive Officer. He founded Nature’s Miracle, Inc. in 2022 and has served as the Company’s Chairman and
Chief Executive Officer since. From February 2015 to 2022, he was the Founder and Chairman of Early Bird Investment, a private equity
firm focused on agriculture, mobile gaming and clean energy. From 2006 to 2015, he was the co-founder, CFO, President and CEO of China
Hydroelectric Corporation (“CHC”) which was the largest small hydroelectric company listed on NYSE. He launched China Hydroelectric
Corporation in 2006 with three other co-founders and built the company into a NYSE listed company with a market capitalization of over
a billion. In 2015, he led the effort to privatize and sell CHC to a public listed utility company. Mr. Li started his career with Citigroup
in the investment banking unit in New York City in 1998. He has also worked at Sumitomo Mitsui Banking Corporation, HypoVereinsbank and
Standard & Poor’s. Mr. Li graduated from Columbia University Graduate School of Business in New York with an MBA in 1998. He
completed his Bachelor of Science degree in accounting from Brooklyn College. He also attended Beijing University undergraduate program
in History. He is a Chartered Financial Analyst and a Certified Public Accountant.

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George Yutuc, our Chief Financial Officer.
George has been with the Company since 2023. From 2021 to 2023 he consulted with major private equity firms and a top strategy firm in
the field of packaging, single use restaurant supplies, manufacturing in California and evaluating industry targets. From 2019 to 2021
he was CFO of Karat Packaging, a manufacturer and distributor of paper and plastic cups, “to go” boxes and related supplies.
The company went from a privately-held $175 million company to a $300 million revenue Nasdaq-listed company during this time. Between
2001 and 2018 he served as CFO or controller in fast-growth companies including EbrokerCenter, Jet Aerospace, ScribeRight and Casestack.
From 1996 to 2001, he held key positions as an audit manager, senior manager and director of corporate finance at the CPA firm Deloitte
& Touche. George earned his Bachelor of Arts degree and MBA from the University of California, Los Angeles. He has served as a part-time
adjunct instructor in Business Acquisitions and Finance at his alma mater from 2005 to 2020.

Jinlong “Frank” Du is our President. For over 20 years, Frank has been an authority in the
field of greenhouse infrastructure and has led and executed over 300 large-scale smart greenhouse projects in various countries. He is
an expert in the field of LED lighting technology. He was previously Chief Executive Officer of Megaphoton Inc., a major manufacturer
and exporter of horticultural lighting equipment and integrated greenhouse systems. He obtained hisPh.D. in Electrics and Electrical Engineering
from Nanyang Technological University in Singapore.

Logistics Network Throughout North America

Our two wholly owned subsidiaries,
Visiontech and Hydroman, are global suppliers of CEA equipment. Through these two subsidiaries, we currently operate a warehouse in California and occasionally direct ship to a customer.

Our other subsidiary Zak Properties LLC is not in the distribution
business but its centralized location in Toledo Ohio can be used as corporate offices in the near future. We currently office out of
Ontario, California which is approximately 8 miles from our warehouse in Upland, California.

Our Growth and Productivity Strategies

Through the following strategies, we aim to capitalize
on the growth of the market we operate in.

Capitalizing on Rapidly Growing Markets

Our customers benefit from the macroeconomic factors
driving the growth of indoor and greenhouse agriculture, including the expanded adoption of indoor and greenhouse agriculture by commercial
growers and consumers. As the world’s population grows and urbanizes, indoor and greenhouse agriculture is increasingly being used
to meet the demand for food crops. We expect to capitalize on this favorable growth trends by continuing to expand our operations in North
America.

Expanding our Branded Product Offering

We currently offer innovative, branded products
supported by one registered trademark, “eFinity.” We are expanding the breadth of our product range by continuously developing
our own brands. Our branded products provided over 75% of our total revenue in the fiscal year 2021. Our core competency in new product
innovation lies in grow lights, and we are strengthening research and development in other product categories to expand the value of our
brand portfolio and further improve profit margins.

Sales

Volumes of Sales and Revenues

Our revenues in the years 2025 and 2024 were primarily
generated from the sales of our CEA products, through two of our subsidiaries, Hydroman and Visiontech. These products include LED fixtures,
DE HPS fixtures, electronic ballast, and greenhouse hardware.

Starting October 2025, we start earning rent income via our real estate
subsidiary Zak Properties LLC. Such rent income is expected to be more recurring than the CEA business. On an annual basis, we estimate
about $1.8 to $2.0 million in gross rents for 2026.

10

Customers

Through our subsidiaries, we primarily sell CEA
products directly to wholesale CEA distributors who, in turn, supply-sell the products to other wholesalers and retailers across the U.S.
and Canada. Below is the revenue generated from our top 5 customers and the percentages compared to our total consolidated revenues, during
the years ended December 31, 2025, and 2024, respectively:

Nature’s Miracle Top 5 Customers for December 31, 2025 and 2024

Sales
Percentage
Total

Revenue

For 2025

Elevated Equipment Supply
$561,361
32.22%

RapidGrow LED Technologies
$156,224
8.97%

Fly Hye LLC – Cherry
$120,114
6.89%

Iluminar Lighting
$73,926
4.24%

Healing Touch, LLC
$69,411
3.98%

Top 5 Total for 2025
$981,036
56.30%
$1,742,360

For 2024

Iluminar Lighting
$1,593,926
17.21%

Elevated Equipment Supply
$1,136,580
12.27%

What Rebates
$1,112,487
12.01%

Cannabis Experts
$509,390
5.50%

Boston Cannabis Co.
$383,441
4.14%

Top 5 Total for 2024
$4,735,824
51.13%
$9,261,583

We have a diverse customer base that includes
wholesalers and retailers. We make a significant amount of our sales to a relatively small number of customers. These customers represent
an essential part of the distribution chain of our products.

Lighting

We have 30 different product offerings within
our lighting product line.

Our leading products in this product line are
the eFinity lighting products, which are also our branded products. We believe our eFinity lighting products outperform the competition
in terms of efficiency and quality and therefore provide superior reliability and lighting uniformity compared to our competitors. The
LED lighting product lines have what we believe is a higher performance level at a lower cost than current leading lighting products from
our competitors.

Growing Media

We have two different product offerings within
our growing media product lines.

Our leading products in this product line is the
Cultiwool product line. Each one of our growing media products enables the agricultural products on which they are used to maximize crop
quality and yields.

Suppliers and Manufacturers

Currently, both our branded products and distributed
products are obtained from our suppliers.

Our branded products are sourced
from four different suppliers. Quality control is a critical priority for our team charged with ensuring the supply of the products from
our suppliers. We seek to ensure the highest level of quality control for our products through routine factory visits, spot testing, and
continually, ongoing supplier due diligence.

Our distributed products are sourced from over
twelve different suppliers. We are constantly tracking current and future market trends and reviewing offerings of new suppliers.

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Below is a list of our top 5 suppliers and the
percentages compared to our total purchases, during the years ended December 31, 2025 and 2024, respectively:

Nature’s Miracle Top 5 Suppliers for December 31, 2025 and 2024

Purchase

Amount
Percentage
Total

Purchase

For 2025

Ushio America INC
$74,820
51.50%

ILUMINAR Lighting (V.)
$58,031
39.94%

HangZhou HanGuang Illumination Co., Ltd.
$6,900
4.75%

Guang Dong YuaDon Electric Co., LTD.
$2,777
1.91%

Solislike-TECH CO., LTD.
$2,675
1.84%

Top 5 Total for 2025
$145,203
99.94%
$145,292

For 2024

American Agricultural Innovation Technology Inc.
$3,946,814
53.07%

Sustainable Pathways Distribution LLC
$1,656,721
22.28%

Ushio America INC
$494,682
6.65%

Tianjin Textile Group Import and Export Inc.
$358,019
4.81%

ILUMINAR Lighting (V.)
$307,182
4.13%

Top 5 Total for 2024
$6,763,418
90.94%
$7,436,567

Notwithstanding the foregoing, we usually place
orders with our suppliers on an as-needed basis, without entering into long-term supply agreements. Therefore, we cannot assure that we
will be able to maintain relationships or establish additional relationships with our suppliers as necessary to support the growth and
profitability of our business on economically viable terms. A significant interruption in our supply chains caused by any of the above
factors could result in increased costs or delivery delays and decrease our net sales and profitability. If we cannot obtain and maintain
a supply source for our products, our business will be materially and adversely affected.

Large Established Distribution Infrastructure

We currently have one warehouse in the U.S. and may establish a supply
agreement with a U.S.-based manufacturing facility in North America in the future.

All of our products sourced from our suppliers
are either transported to our customers directly or to our warehouses first by free on board (“FOB”) shipping. Products shipped
from our warehouses to our customers are transported mainly by third party carriers on an as-needed basis. As such, we are subject to
damages that may occur to these goods when they are in transit to customers or our warehouses. Should substantial damage incur while goods
are in transit, we could experience a significant loss of revenue, inventory and incur significant out of pocket expenses associated with
destruction of the damaged goods which could cause a significant loss from operations and reduction in cash flow. We have not obtained
insurance coverage for goods, either the ones that are shipped direct import to our customers whose shipping terms are FOB shipping point,
or the ones in transit to our warehouses.

Competition

The industries we operate in are highly competitive
and fragmented. We have many competitors of varying sizes, including national wholesale distributors and manufacturers of indoor gardening
supplies, as well as smaller regional competitors operating in many of the areas where we compete. Some of our competitors and potential
competitors may have greater capital resources, facilities, and product line diversity.

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Competitive factors in our industry include product
quality, brand awareness, consumer loyalty, product variety, product performance, value, reputation, price, and advertising. We believe
that we are currently able to compete effectively on each of these factors.

Government Regulation

Although there are no national government regulations
related to the sale of hydroponic equipment, some products included in our growing media lines are subject to certain registration requirements
of certain U.S. state regulators and federal regulations. We have obtained or are exempt from the necessary licenses to sell products
in our growing media product lines.

Our grow media product line includes organic soils
that contain ingredients that require companies that supply us with these products to register the products with certain regulatory agencies.
In some jurisdictions, the use and disposal of these products are regulated by various agencies. A decision by a regulatory agency to
substantially restrict the use of such products may adversely affect companies that supply us with such regulated products, thereby limiting
our ability to sell those products.

Laws and regulations related to the environment,
health, and safety impact us in many ways because of the ingredients used in the products included in our growing media products lines.
In the U.S., products containing pesticides generally must be registered with the EPA and similar state agencies before they can be sold
or used. The failure of one of our partners to obtain or cancel any such registrations, or to withdraw such pesticides from the market,
could adversely affect our business, the severity of which will depend on the products involved, whether other products can be substituted,
and whether our competitors are similarly affected. The pesticides in our growing media products are either licensed or exempt from such
licenses by the EPA, which may be assessed by the EPA as part of its ongoing exposure risk assessment. The EPA may decide that the pesticides
in our growing media products will be restricted or not re-registered for use in the U.S. We cannot predict the outcome of any future
assessments, if any, by the EPA or the severity of the impact on our business.

In addition, the use of certain pesticide products
is regulated by various international, federal, state, provincial, and local environmental and public health agencies. Although we strive
to comply with such laws and regulations and have processes in place designed to achieve compliance, we may be unable to prevent violations
of these or other laws and regulations from occurring. Even if we are able to comply with all such laws and regulations and obtain all
necessary registrations and licenses, the pesticides or other products we apply or use, or the manner in which we apply or use them, could
be alleged to cause injury to the environment, to people or to animals, or such products could be banned in certain circumstances.

Intellectual Property

We currently own one registered trademark, “eFinity,” which
was first used and in commerce on February 1, 2015 and registered with the United Stated Patent and Trademark Office under the personal
name of our former President, Zhiyi (Jonathan) Zhang, on January 30, 2018, Serial. No. 87-362,113, subject to a renewal and a filing of
declaration of use between every 9th and 10th-year period calculated from the registration date. The mark consists of standard characters
without claim to any particular font style, size or color. The trademark is classified as CLASS 9: fluorescent lamp ballasts; lighting
ballasts; electrical power distribution and switch management equipment, namely, power distribution panels, electric switches, and electrical
controllers. The trademark was assigned to Visiontech, our wholly owned subsidiary, by Zhiyi (Jonathan) Zhang, pursuant to the Intellectual
Property Asset Purchase and Assignment Agreement between Visiontech and Zhiyi (Jonathan) Zhang dated September 8, 2022.

Research and Development

We currently do not have any research and development
centers yet. However, we plan to invest in research and development to improve our products, manufacturing processes, packaging, and delivery
systems in the future.

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Human Capital Resources

As of December 31, 2025, we had a total of 11
employees, all of whom are full-time. None of our employees are subject to collective bargaining agreements, and we have had no labor-related
work stoppages. We strive to foster an innovative and team-oriented culture and view our human capital resources and initiatives as an
ongoing priority.

Our human capital resources objectives include,
as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.
The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based
and cash-based compensation awards, in order to increase stockholder value and the success of our Company by motivating such individuals
to perform to the best of their abilities and achieve our objectives. Our employees in Zak Properties LLC, in Toledo, Ohio have not participated
in our stock-incentive program.

Seasonality

We experience limited seasonality due to the year-round
utilization of indoor farming supplies and products.

Facilities

We have over 36,599 square feet of warehouses under leases in strategic
locations, including one warehouse in the U.S. Our headquarters is located in California. We may establish a manufacturing facility or
do a supply agreement with a U.S.-based manufacturer in the future.

Our corporate offices are on the ground floor of the MGR Towers building
in Ontario, California. Although we own office space in Toledo, Ohio, we do not use such space for our CEA operations. Only a small suite
is dedicated in that Toledo building for our building managers and maintenance staff.

We believe that our existing facilities are adequate
for our needs at this time, although we do plan to open new distribution centers in the future to meet anticipated demand resulting from
overall market growth.

Insurance

Our insurance policies currently include policies
that cover business owners liability, workers compensation and employers liability, commercial general liability, and commercial property
and business personal property risks, protecting us against certain risks of loss consistent with the exposures associated with the nature
and scope of our operations. Our policies are generally subject to certain deductibles, limits and policy terms and conditions.

Legal Proceedings

From time to time, we may become involved in various
lawsuits and legal proceedings, which arise, in the ordinary course of business. Except as set forth below or in note 18 to
the financial statements included in this annual report, we are currently not party to any material legal proceedings.

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On August 1, 2025, the Company and Wave Advance,
Inc. (“Factor L”) entered into a Settlement Agreement and Mutual Release that requires payments from August 5 to October 27,
2025, for an aggregate amount of $201,170. The original loan referred to in this Settlement Agreement was a Standard Merchant Cash Advance
Settlement Agreement dated February 2, 2025. There are remedies and other protective language for Factor L in the event of non-performance.

On August 6, 2025, the Company entered into a
Standstill Agreement with MaximCash Solutions LLC (“MaximCash”). A complaint was previously filed on July 8, 2025 by MaximCash
against the Company in the Third Judicial Court of Utah pertaining to the loan agreement dated December 30, 2024 (the “MaximCash
Loan”), as a result of a failure to make the required repayment pursuant to the MaximCash Loan agreement. The claimed amount was
$230,738 plus daily interest and attorney fees. On August 7, 2025, the Company wired $61,720 to MaximCash as partial payment. On December
17, 2025, the Company entered into a loan payoff Agreement and Settlement for $40,000 as complete payment for all loans, interest and
any claims.

Corporate History and Background

Nature’s Miracle Holding Inc. was initially
incorporated in the Cayman Islands on February 19, 2021 under the name Lakeshore Acquisition II Corp. (“Lakeshore”). The Company
was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more target businesses. On March 11, 2022, Lakeshore
consummated an initial public offering (“IPO”), after which its securities began trading on The Nasdaq Global Market.

Business Combination

On September 9, 2022, Lakeshore, LBBB Merger Sub
Inc., a Delaware corporation and wholly-owned subsidiary of the Company, as defined below (the “Merger Sub”), Nature’s
Miracle, Inc., a Delaware corporation (“Nature’s Miracle”), Tie (James) Li, as the representative of the stockholders
of Nature’s Miracle and RedOne Investment Limited, a British Virgin Islands company, Lakeshore’s sponsor (the “Sponsor”),
acting as the representative of the stockholders of Lakeshore, entered into a Merger Agreement (as amended on June 7, 2023 by Amendment
No. 1 and on December 8, 2023 by Amendment No. 2, the “Merger Agreement”), pursuant
to which, among other transactions, on March 11, 2024 (the “Closing Date”), Lakeshore
merged with and into LBBB Merger Corp. (the “Company”), a Delaware corporation
formed for the sole purpose of reincorporating Lakeshore into the State of Delaware (the “Reincorporation”), with the
Company surviving, and immediately after the Reincorporation, the Merger Sub merged with and into Nature’s Miracle, with Nature’s
Miracle surviving the Merger as a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions
described in the Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination
(the “Closing”), the Company changed its name to “Nature’s Miracle Holding Inc.” (sometimes referred
to herein as “New Nature’s Miracle”).

On February
15, 2024, Lakeshore held a special meeting of its stockholders (the “Special Meeting”) in connection with the Business Combination.
At the Special Meeting, the Lakeshore stockholders voted to approve the Business Combination with Nature’s Miracle and the other
related proposals.

Pursuant to the Merger Agreement, at the effective
time of the Business Combination, each share of Nature’s Miracle common stock issued and outstanding immediately prior to the effective
time was canceled and automatically converted into the right to receive the applicable pro rata portion of shares of the Company common
stock, the aggregate value of which was equal to: (a) $230,000,000 minus (b) the estimated Closing Net Indebtedness (as defined in the
Merger Agreement). A total of 3% of the Merger Consideration was placed in escrow for post-closing adjustments (if any) to the Merger
Consideration, in accordance with the terms of the Merger Agreement following the Closing. Immediately after giving effect to the Business
Combination, there were 26,306,764 issued and outstanding shares of New Nature’s Miracle’s common stock.

In connection
with the Business Combination, the Company changed its name to “Nature’s Miracle Holding Inc.”

Immediately following the Closing, New Nature’s
Miracle’s board of directors consisted of five (5) individuals, with four (4) of those individuals being appointed by the former
board of directors of Nature’s Miracle, and the remaining individual was appointed by the Sponsor.

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New Nature’s
Miracle common stock commenced trading on The Nasdaq Global Market under the symbol “NMHI”
and its warrants started trading under the ticker symbol “NMHIW” on The Nasdaq Capital Market (the “Capital Market”)
on March 11, 2024.

On January 13, 2025, we received notice from The
Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) determined to delist
the Company’s securities from Nasdaq based upon the Company’s non-compliance with Listing Rule 5550(b)(1), Nasdaq’s
minimum shareholders’ equity rule. As a result of the Panel’s decision, trading in the Company’s securities was suspended
by Nasdaq, effective at the open of trading on Wednesday, January 15, 2025.

Following suspension of trading on Nasdaq, the
Company’s common stock is trading on the OTC Markets Group, Inc.- Pink Market (“OTC”) under its existing symbol, “NMHI.”

Available Information

Our website address is www.Nature-Miracle.com.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports, proxy and
registration statements filed or furnished with the SEC, are available free of charge through our website. We make these materials available
through our website as soon as reasonably practicable after we electronically file such materials with, or furnish such materials to,
the SEC. The reports filed with the SEC by our executive officers and directors pursuant to Section 16 under the Exchange Act are also
made available, free of charge on our website, as soon as reasonably practicable after copies of those filings are provided to us by those
persons. These materials can be accessed through the “Investors” section of our website. The information contained in, or
that can be accessed through, our website is not part of this Annual Report.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company,”
meaning that the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal
quarter and our annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to be a smaller
reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue
was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is
less than $700 million as of our most recently completed second fiscal quarter. As a smaller reporting company, we are permitted and intend
to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting
companies.

Implications of Being an Emerging Growth Company

We are an “emerging growth company”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may benefit from specified reduced disclosure
and other requirements that are otherwise applicable generally to public companies. These provisions include:

●presentation of only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations;

●reduced disclosure about our
executive compensation arrangements;

●no non-binding stockholder
advisory votes on executive compensation or golden parachute arrangements;

●exemption from any requirement
of the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report
providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); and

●exemption from the auditor
attestation requirement in the assessment of our internal control over financial reporting.

We may benefit from these exemptions until such time that we are no
longer an emerging growth company as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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