NATURE'S MIRACLE HOLDING INC. Enters LOI to Acquire Chicago-Based CM Fabrication, LLC for U.S. Drone Manufacturing

Rhea-AI Summary

Nature's Miracle (OTC: NMHI) signed a Letter of Intent to acquire a 55% equity interest in CM Fabrication, CEA Studios and CM E-Commerce, supported by about $11 million in acquisition financing. The Target Companies had 2025 revenue of $8.6 million and project 2026 revenue of $18.2 million.

Nature's Miracle plans an uplisting via merger with a Nasdaq or NYSE-listed shell and has committed to acquire the remaining 45% equity at a valuation of at least $20 million or 10x trailing EBITDA. The combined platform targets U.S. drone, AI data center and horticulture markets.

Positive

• Planned 55% stake in three vertically integrated manufacturing and services companies
• Approximately $11 million acquisition financing expected to refinance about $10 million existing debt
• Target Companies project 2026 revenue of $18.2 million and EBITDA of $3.6 million
• Commitment to buy remaining 45% equity at valuation of at least $20 million or 10x EBITDA
• Intent to pursue uplisting via merger with Nasdaq or NYSE-listed shell company
• Access to 500,000-square-foot Illinois facility for U.S. drone and electronics manufacturing

Negative

• Letter of Intent stage only; transaction terms and closing remain subject to completion
• Target Companies generated only $0.08 million EBITDA on $8.6 million revenue in 2025
• Acquisition financing secured by substantially all assets of the Target Companies
• Future purchase of remaining 45% equity may require significant additional capital

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ONTARIO, Calif., May 21, 2026 /PRNewswire/ -- NATURE'S MIRACLE HOLDING INC. ("Nature's Miracle" or the "Company") (OTCID: NMHI), a leader in controlled environment agriculture and vertical farming solutions, today announced that it has entered into a Letter of Intent ("LOI") with CM Fabrication, LLC acquire a 55% equity interest in three portfolio companies: CM Fabrication, LLC, CEA Studios (a division of 2WR Georgia, Inc.), and CM E-Commerce LLC (collectively, the "Target Companies").

The proposed transaction will be supported by approximately $11 million in acquisition financing from a third-party lender. The financing, secured by substantially all assets of the Target Companies, is expected to refinance approximately $10 million of existing debt currently held by the Target Companies.

Upon completion of the transaction, Nature's Miracle will own 55% of the Target Companies and intends to pursue an uplisting strategy through a merger with a Nasdaq or NYSE-listed shell company. In addition, Nature's Miracle has committed to acquiring the remaining 45% equity interest held by CM Capital Management at a valuation of no less than $20 million or 10x trailing EBITDA.

Following the anticipated public market transaction, Tie "James" Li, Chairman and Chief Executive Officer of Nature's Miracle, is expected to serve as Executive Chairman of the combined company, while Chris Mayer, owner of CM Fabrication, LLC, is expected to assume a senior C-level executive role.

Founded by Chris Mayer, CM Fabrication, LLC operates a state-of-the-art 500,000-square-foot manufacturing facility in Sycamore, Illinois, providing precision metal fabrication, robotic welding, TIG & MIG welding, and advanced electronic manufacturing services. CEA Studios provides design and architectural services, while CM E-Commerce LLC operates online sales and distribution platforms.

Together, the three companies provide a vertically integrated manufacturing and services platform focused on designing, building, and supplying critical Made-in-USA products and equipment for the rapidly growing drone, AI data center and horticulture industries.

The Target Companies generated approximately $8.6 million in revenue and $0.08 million in EBITDA during fiscal year 2025 and are projected to achieve approximately $18.2 million in revenue and $3.6 million in EBITDA in 2026.

Chris Mayer, Founder and Chief Executive Officer of CM Fabrication, LLC, commented:

"We are excited to partner with Nature's Miracle and pursue a public listing strategy to access growth capital for the rapidly expanding advanced manufacturing opportunities within the drone, AI data center and energy sectors in the United States. We also expect to leverage Nature's Miracle's supply chain capabilities to further optimize our operational efficiency and cost structure."

Tie "James" Li, Chairman and Chief Executive Officer of Nature's Miracle, added: "We are excited about the potential combination between Nature's Miracle and the CM Capital portfolio companies. CM Fabrication has built a strong reputation in the horticulture industry while also expanding into critical Made-in-USA drone manufacturing. As we announced earlier, we have set up a strategic partnership Dromni Intelligence to develop ai-powered autonomous robotics solutions for the U.S. agriculture, energy and data center markets. Acquisition of CM Fabrication gives us the capability to manufacture drone in the U.S. which is critical in the global supply chain."

About Nature's Miracle Holding Inc.

Nature's Miracle (www.Nature-Miracle.com) is a growing agriculture technology company providing equipment and services to the Controlled Environment Agriculture ("CEA") industry, including vertical farming in North America. The Company also maintains a robust pipeline to build commercial-scale greenhouses to meet the growing demand for fresh, local produce in North America. 

About CM Fabrication, LLC

CM Fabrication (www.cm-metals.com)  is a company built on the foundation of innovation and exceptional craftsmanship. The Company's state-of-the-art facility boasts over 500,000 square feet of modern manufacturing space. The Company specializes in precision machining, milling, and fabrication, ensuring every component meets the highest standards of accuracy and durability. The Company's expert team works closely with clients throughout the entire process, from initial design and prototyping to full-scale production and finishing.  

Important Information About Press Release

This press release includes information about the LOI or Potential Transaction. Other than specific provisions in the LOI, including the structure of the acquisition and the consideration to be offered, among other things, are not binding. This press release is intended to show the willingness of the parties to fulfill plans that complement their businesses. A transaction is final only upon the signing of a definitive agreement.

This press release contains a $11 million price. Such funds are subject to capital raising by Nature's Miracle and is only a plan at this release. The actual amount raised may be smaller or greater.

This press release contains information such loans personally guaranteed by principals of CM Capital Management LLC. We do not have the detail of these loans, balances and required payoff terms. The Potential Transaction is currently structured as an LOI or Letter of Intent only. It is not binding.

This press release does not contain all the information that should be considered concerning the stock of Nature's Miracle, its warrants, and its related businesses. The press release is not intended to form the basis of any investment decision or any other decision in respect to the securities of Nature's Miracle. More information can be obtained by writing directly to Nature's Miracle Holding Inc., 3281 E. Guasti Rd.#175., Ontario, CA 91761, attention Investor Information or the Chief Financial Officer.

Forward-looking Statements

Except for historical information contained herein, this press release contains certain "forward-looking statements" within the meaning of the federal U.S. securities laws with respect to the MOU and business of Nature's Miracle; other future references such as the anticipated synergies resulting from the transactions contemplated by the MOU,  the services and markets of Nature's Miracle, our expectations regarding future growth, results of operations, performance, future capital and other expenditures, competitive advantages, business prospects and opportunities, future plans and intentions, results, level of activities, performance, goals or achievements or other future events. These forward-looking statements generally are identified by words such as "anticipate," "believe," "expect," "may," "could," "will," "potential," "intend," "estimate," "should," "plan," "predict," or the negative or other variations of such statements, reflect our management's current beliefs and assumptions and are based on the information currently available to our management. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: (i) the risk that the business and revenue prospects of Nature's Miracle may not materialize which may adversely affect the price of Nature's Miracle's securities; (ii) the occurrence of any unforeseen event that would impact continued listing of Nature's Miracle's securities on the Nasdaq exchange; (iii) changes in the competitive industries in which Nature's Miracle operates, variations in operating performance across competitors, changes in laws and regulations affecting Nature's Miracle's business and changes in the combined capital structure; (iv) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transactions contemplated by the MOU; (v) the risk of downturns in the market and Nature's Miracle's industry including, but not limited to market prices of indoor grower's produce, transportation costs, competition with outdoor growers and demand in the consumer marketplace. For additional details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, please review our prospectus/proxy statement included in our Registration Statement on Form S-4 on file with the Securities and Exchange Commission at www.sec.gov, particularly the information contained in the section entitled "Risk Factors." Forward-looking statements speak only as of the date on which they are made, and neither Nature's Miracle assume any obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements. Nature's Miracle does not give any assurance that the Company will achieve its expectations.

Non-solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination or any other matter and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Nature's Miracle, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

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SOURCE NATURE’S MIRACLE HOLDING INC.

FAQ

What acquisition did Nature's Miracle (NMHI) announce on May 21, 2026?

Nature's Miracle announced a Letter of Intent to acquire a 55% equity interest in CM Fabrication, CEA Studios and CM E-Commerce. According to the company, the deal targets expansion into U.S. drone, AI data center and horticulture manufacturing markets.

How much financing supports the Nature's Miracle (NMHI) CM Fabrication acquisition?

The proposed Nature's Miracle transaction is backed by about $11 million in acquisition financing from a third-party lender. According to the company, this funding will refinance approximately $10 million of existing Target Company debt and be secured by substantially all their assets.

What are the 2025 and projected 2026 financials for Nature's Miracle (NMHI) Target Companies?

The Target Companies generated about $8.6 million revenue and $0.08 million EBITDA in 2025. According to Nature's Miracle, they project 2026 revenue of roughly $18.2 million and EBITDA of $3.6 million, implying significant expected growth if projections are met.

How will the Nature's Miracle (NMHI) CM Fabrication deal affect ownership structure?

Upon completion, Nature's Miracle expects to own 55% of the Target Companies and later acquire the remaining 45%. According to the company, the balance would be purchased at a valuation of at least $20 million or 10x trailing EBITDA.

What uplisting strategy is Nature's Miracle (NMHI) pursuing with the CM Fabrication acquisition?

Nature's Miracle intends to pursue an uplisting through a merger with a Nasdaq or NYSE-listed shell company. According to the company, this planned public market transaction would follow completion of the acquisition and support growth in drone and advanced manufacturing markets.

How does the CM Fabrication facility benefit Nature's Miracle (NMHI) drone manufacturing plans?

CM Fabrication operates a 500,000-square-foot facility in Sycamore, Illinois, offering precision metal and electronic manufacturing. According to Nature's Miracle, acquiring this platform would provide U.S.-based capacity to manufacture drones for agriculture, energy and data center applications.

Who will lead the combined Nature's Miracle (NMHI) and CM Capital portfolio companies?

After the anticipated public market transaction, Tie "James" Li is expected to serve as Executive Chairman, while Chris Mayer is expected to take a senior C-level role. According to the company, this structure combines agriculture technology and advanced manufacturing leadership.