Restatement of Q3 2025 results at Nature’s Miracle (NMHI) after loan error

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nature’s Miracle Holding Inc. announced that investors should no longer rely on its previously issued unaudited condensed consolidated financial statements as of and for the period ended September 30, 2025. Those statements, filed on Form 10-Q on November 14, 2025, omitted an amount in short term loans.

The company has restated its condensed financial statements for the three and nine months ended September 30, 2025 to properly record the short term loan and will file an amended Form 10-Q/A for that quarter. Management and the Audit Committee discussed these matters with the company’s independent registered public accounting firm and with WWC, P.C., its auditor for the fiscal year ended December 31, 2025.

Positive

None.

Negative

Non-reliance and restatement of Q3 2025 financials: The company determined that previously issued unaudited condensed consolidated financial statements for the period ended September 30, 2025 should no longer be relied upon due to an omitted short term loan, requiring a Form 10-Q/A restatement.

Insights

Nature’s Miracle is restating Q3 2025 results after omitting a short‑term loan.

Nature’s Miracle Holding Inc. determined that its unaudited condensed consolidated financial statements for the period ended September 30, 2025 should no longer be relied upon. The issue is an amount in short term loans that was erroneously omitted from the original Form 10-Q filed on November 14, 2025.

The company has restated its condensed financial statements for the three and nine months ended September 30, 2025 to record this short term loan and plans to file a Form 10-Q/A. Management and the Audit Committee discussed the matter with the independent registered public accounting firm and with WWC, P.C., auditor for the year ended December 31, 2025, indicating formal oversight of the correction.

This type of non-reliance and restatement is typically viewed as an adverse disclosure because it highlights prior reporting weaknesses, even though the company is addressing the problem through a filed amendment and auditor involvement.

8-K Event Classification

2 items: 4.02, 9.01

2 items

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance

Previously issued financial statements should no longer be relied upon due to errors or restatements.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Non-Reliance on Previously Issued Financial Statements, short term loans, Form 10-Q/A, unaudited condensed consolidated financial statements, +2 more

6 terms

Non-Reliance on Previously Issued Financial Statements regulatory

"Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report"

short term loans financial

"determination was made to correctly record an amount in short term loans erroneously omitted"

Form 10-Q/A regulatory

"The Company will file with the SEC an amendment to the Original Filing via a Form 10-Q/A"

A Form 10-Q/A is an updated version of a company's quarterly financial report that was previously filed. It provides corrected or additional information about the company's financial performance and condition. Investors pay attention to it because it can change their understanding of the company's health and influence their decisions.

unaudited condensed consolidated financial statements financial

"previously issued unaudited condensed consolidated financial statements and related disclosures"

Unaudited condensed consolidated financial statements are a brief, combined snapshot of a company’s finances that merges results from the parent company and its subsidiaries but has not been reviewed by an independent auditor. Investors use them as a quick progress report—like a summarized checklist or snapshot photo—knowing they are less detailed and less independently verified than full audited reports, so they carry more uncertainty and warrant cautious interpretation.

independent registered public accounting firm regulatory

"discussed the matters ... with the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/14/2026 - 06:18 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 13, 2026

NATURE’S MIRACLE HOLDING INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41977		88-3986430
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

3281 E. Guasti Road, Suite 175 Ontario, CA 91761		91761
(Address of registrant’s principal executive office)		(Zip code)

(909) 218-4601

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title for each class		Trading Symbol(s)
Common Stock, par value $0.0001 per share		NMHI
Warrants to purchase Common Stock, at an exercise price of $11.50 per share		NMHIW

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 13, 2026, management of Nature’s Miracle Holdings, Inc. (the “Company”) determined that disclosure was necessary and that action should be taken to preclude any further reliance on the Company’s previously issued unaudited condensed consolidated financial statements and related disclosures as of and for the period ended September 30, 2025. These financial statements were included in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2025 (the “Original Filing”), and the determination was made to correctly record an amount in short term loans erroneously omitted from the Original Filing.

More specifically, the Company has restated its condensed financial statements as of and for the three and nine months ended September 30, 2025, to appropriately include the recording of the short term loan.

The Company will file with the SEC an amendment to the Original Filing via a Form 10-Q/A for the quarterly period ended September 30, 2025.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Company’s independent registered public accounting firm, as well as with WWC, P.C., the Company’s auditor for the fiscal year ended December 31, 2025.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 14, 2026

NATURE’S MIRACLE HOLDING INC.

By:	/s/ Tie (James) Li
Name:	Tie (James) Li
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Nature’s Miracle Holding Inc. (NMHI) disclose in this 8-K?

Nature’s Miracle Holding Inc. disclosed that its unaudited condensed consolidated financial statements for the period ended September 30, 2025 should no longer be relied upon. An omitted short term loan caused an error, and the company is restating and amending its Form 10-Q.

Which financial period is being restated by NMHI?

The restatement affects Nature’s Miracle’s condensed financial statements as of and for the three and nine months ended September 30, 2025. These statements were originally included in the Form 10-Q filed on November 14, 2025 and omitted a short term loan amount.

Why are NMHI’s previous Q3 2025 financial statements unreliable?

They are unreliable because an amount in short term loans was erroneously omitted from the original Form 10-Q. To correct this, Nature’s Miracle has restated its condensed financial statements for the three and nine months ended September 30, 2025 and will file a Form 10-Q/A.

How will Nature’s Miracle correct the Q3 2025 reporting error?

Nature’s Miracle will correct the error by filing an amended Form 10-Q/A for the quarter ended September 30, 2025. The amendment will include restated condensed financial statements that properly record the previously omitted short term loan, replacing the earlier unaudited figures.

Who reviewed NMHI’s decision to restate Q3 2025 results?

The company’s management and Audit Committee reviewed the restatement decision. They discussed the matters with Nature’s Miracle’s independent registered public accounting firm and with WWC, P.C., which serves as the auditor for the fiscal year ended December 31, 2025, providing oversight on the correction.

What SEC item does NMHI’s disclosure relate to?

The disclosure relates to Item 4.02, “Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.” This item is used when previously issued financial statements are determined to be unreliable and require correction or restatement.

Filing Exhibits & Attachments

4 documents