Amendment to Quarterly Report (Form 10-Q/A)

This Amendment No. 1 on Form 10-Q/A (this "Amended Report") amends the Quarterly Report on Form 10-Q of Nature's Miracle Holdings Inc. (the "Company," "we," "our," or "us") for the quarterly period ended September 30, 2025, originally filed with the Securities and Exchange Commission (the "SEC") on November 14, 2025 (the "Original Filing"). This Amended Report is being filed to restate the Company's unaudited condensed consolidated financial statements and related disclosures for the three and nine months ended September 30, 2025, including as described in Note 3, "Restatement of previously issued financial statements," to the unaudited condensed consolidated financial statements included herein. Information that was not affected by the restatement is unchanged from the Original Filing.

Restatement Background.

During the preparation of the Company's financial close for the quarter and year ended December 31, 2025, the Company became aware of the fact that a $1.65 million loan made by a third party on April 11, 2025 to Zak Properties, LLC, an entity newly acquired by the Company on September 18, 2025 ("Zak Properties"), was not properly recorded on Zak Properties' books and records, causing the understatement of short term loans on the Company's books and records as of and for the period ended September 30, 2025.

As a result, the Company's restated financial statements reflect the proper recognition of the $1.65 million loan as a short-term liability of Zak Properties as of the acquisition date, with corresponding adjustments to the Company's net assets acquired, additional paid-in capital, current assets/liabilities, debt disclosures, and related statements of operations, changes in stockholders' deficit, and cash flows.

Management evaluated the erroneous omission in accordance with SEC Staff Accounting Bulletin No. 99 and No. 108, and concluded that the omission was material to the previously issued interim financial statements for the periods ended September 30, 2025. The omission did not result from intentional misconduct and was attributable to a lack of proper control over Zak Properties as a newly acquired subsidiary entity of the Company.

The Company has corrected the error in the current period and plans to implement enhanced reconciliation and review controls designed to prevent similar errors in future reporting periods.

Internal Control Considerations.

The above-described error resulted from deficiencies in the Company's internal controls over financial reporting with respect to lack of controls for performance of due diligence on new acquisitions.

This control deficiency is consistent with and directly related to the material weaknesses in internal control over financial reporting previously disclosed in the Company's Original Filing, in which management concluded that disclosure controls and procedures were not effective as of September 30, 2025. For more information, including regarding management's remediation measures, see Part I, Item 4, "Controls and Procedures."

Items Amended.

The following items of the Original Filing have been amended and restated:

Part I, Item 1: Financial Statements (Unaudited) - including the unaudited condensed consolidated balance sheet as of September 30, 2025, the unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025, the unaudited condensed consolidated statements of change in stockholders' deficit for the three and nine months ended September 30, 2025, the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2025, and the related notes to the unaudited condensed consolidated financial statements.

Part I, Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

Part I, Item 4: Controls and Procedures

Part II, Item 6: Exhibits

In addition, the Company's Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this Form 10-Q/A (Exhibits 31.1, 31.2 and 32.1).

This Amended Report makes no other changes to the Original Filing and no attempt has been made in this Amended Report to modify or update the other disclosures presented in the Original Filing. This Amended Report does not reflect subsequent events occurring after the original filing of the Original Filing (i.e., those events occurring after November 14, 2025) or modify or update in any way those disclosures that may be affected by subsequent events. Accordingly, this Amended Report should be read in conjunction with the Original Filing and our other filings with the SEC