Nature’s Miracle (NASDAQ: NMHI) lifts authorized common stock to 1,000,000,000 shares

Rhea-AI Filing Summary

Nature’s Miracle Holding Inc. (NMHI) has amended its charter to sharply increase its authorized common stock. The company filed a Certificate of Amendment in Delaware to raise its authorized common stock, par value $0.0001 per share, from 100,000,000 shares to 1,000,000,000 shares.

This change was approved by written consent of shareholders holding a majority of the voting power of the outstanding common and preferred stock, following a recommendation by the Board of Directors. The higher authorization does not by itself issue new shares, but it allows the company to issue additional equity in the future for purposes such as financings, acquisitions or equity incentives if it chooses to do so.

Insights

Equity Capital Structure Analyst

NMHI increased authorized common shares tenfold, expanding future equity flexibility.

Nature’s Miracle increased its authorized common stock from 100,000,000 to 1,000,000,000 shares through a charter amendment filed in Delaware. This was approved by holders of a majority of the voting power of outstanding common and preferred stock via written consent, indicating broad shareholder authorization for a much larger potential equity base.

Authorized shares represent the maximum number the company may issue, not shares currently outstanding. By moving to a 1,000,000,000-share authorization, the company now has significantly more capacity to issue stock in the future for capital raising, acquisitions, strategic partnerships or stock-based compensation, depending on its needs and market conditions.

The amendment itself does not describe any specific issuance, pricing or timing, so its impact will depend on how much of this new capacity is ultimately used. Investors can watch subsequent disclosures and transactions involving common stock to see whether and how the expanded authorization is implemented over time.

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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): December 4, 2025

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 On December 4, 2025, Nature’s Miracle Holding Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase its authorized common stock, par value $0.0001 per share (“Common Stock”), from 100,000,000 shares to 1,000,000,000 shares. The amendment was approved by the shareholders of the Company owning a majority of the voting power of the Company’s outstanding Common Stock and preferred stock by written consent in lieu of a special meeting upon the recommendation of the Board of Directors.

The Company previously mailed a definitive Information Statement on Schedule 14C to its stockholders relating to the approval of the increase in authorized shares.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation
104		Cover Page Interactive Data File (formatted in Inline XBRL).

1

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: December 9, 2025

NATURE’S MIRACLE HOLDING INC.
By:	/s/ Tie (James) Li
Name:	Tie (James) Li
Title:	Chief Executive Officer

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FAQ

What change did Nature’s Miracle Holding Inc. (NMHI) make to its capital structure?

Nature’s Miracle Holding Inc. amended its certificate of incorporation to increase its authorized common stock from 100,000,000 shares to 1,000,000,000 shares.

Who approved the increase in authorized shares for NMHI?

The increase was approved by shareholders holding a majority of the voting power of Nature’s Miracle’s outstanding common stock and preferred stock, acting by written consent on the recommendation of the Board of Directors.

Does NMHI’s increase in authorized shares mean new shares were immediately issued?

No. The change raises the maximum number of shares the company may issue; it does not by itself issue any new shares or set terms for future issuances.

Why might NMHI want 1,000,000,000 authorized common shares?

Having more authorized shares can give Nature’s Miracle flexibility to issue equity in the future, for example to raise capital, fund acquisitions, or provide stock-based compensation, if the company decides those actions are appropriate.

What formal step did NMHI take to implement the share increase?

Nature’s Miracle filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect the increase in authorized common stock.

Did NMHI provide information to stockholders before the share increase?

Yes. The company previously mailed a definitive Information Statement on Schedule 14C to its stockholders describing the approval of the increase in authorized shares.