Nature's Miracle Holding Inc.

ITEM 1A. RISK FACTORS

As a smaller reporting company as definWe have incurred substantial operating losses since 2022 and there is doubt about our ability to continue as a going concern.

We have experienced recurring losses from operations and negative cash flows from operating activities since 2022. For the fiscal years ended by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of RegulatiDecember 31, 2024 and December 31, 2025 we incurred substantial losses as shown in our 10K financial statement section. Our actual revenue for the year ended December 31, 2024 and 2025 was approximately $9.3 million and $1.7 million, respectively. Such declining and low volume combined with low gross profit margins are not enough to support high administrative costs relating to our expenses as a public company and regular operating expenses. We raised equity capital twice in 2024 but utilized most proceeds towards repayment of debt incurred in the going-public merger, higher corporate costs and paying interest and principal on S-K, wshort-term loans. We are electing scalelso raised money in 2025 by issuing convertible debt and convertible Preferred Equity. We have drawn on our Equity Line of Credit but these were relatively small amounts that fund disclosure reportaily operations or repay maturing interest and debt. We also secured a $5 million real estate loan but the proceeds were used to refinanced prior outstanding obliloans and for expenditure on leasehold improvements. Due to the negations ve cash flow, our financial position is under pressure, and therefore are not requiredmay potentially continue to have, an ongoing need to raise additional cash from outside sources to fund our expansion plan and related operations. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to provide the information requested bsupport our cost structure. In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Boards Accounting Standards Update (ASU) 2014-15, Disclosures of Uncertainties about an Entitys Ability to Continue as a Going Concern, management has determined that these conditions raise substantial doubt about our ability this itemo continue as a going concern within one year after the date that these consolidated financial statements are issued. In any event, there f we are unable to realize our assets within the normal operating cycle of a twelve (12) month period, we may have been noto consider supplementing our available sources of funds through the following sources:

We material changes in ocan make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to us, if at all. If one or all of these events does not occur risk factoror subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on us and would materially adversely affect our ability to continue as a going concern.

Thes previously disclosed in our final prospectus, dated July 15, e risks may threaten our operational viability and could materially adversely affect our business, financial condition and results of operations.

Our stock has a very low trading price and has been moved to lower tier levels at OTC Markets.

Even after a reverse stock split in November 2024, our stock continues to trade at low levels. We failed to meet the listing requirements of the Nasdaq Market and was delisted in January 2025. Our stock went below .01 per share in 2025, filed with t6 and consequently, the OTC Markets Group moved us from OTCQB to OTCID, the latter is for Companies trading below .01 per share.

We anticipate capital raises via share issuances to be difficult based on the SEC on July 17, 2025.

low trading price and lower attractiveness of OTCID traded stocks, The lower trading price will also affect the conversion price provided to convertible loan lenders necessitating much higher number of share issuances which further dilutes our current shareholders.

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