Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in those Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on April 30, 2024, by Nature's Miracle Holding, Inc. (the "Company"), on April 26, 2024, the Company received two notification letters (the "Nasdaq Notices") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq"). The first Nasdaq Notice advised the Company that it was not in compliance with Nasdaq's continued listing requirements under Nasdaq's Listing Rule 5450(b)(2)(A) requiring the market value of listed securities to be above $50,000,000 for continued listing (the "MVLS Rule"). The second Nasdaq Notice advised the Company that the market value of publicly held shares had fallen below the minimum $15,000,000 million requirement for continued listing under Listing Rule 5450(b)(1)(C) (the "MVPHS Rule" and together with the MVLS Rule are the "Rules"). Pursuant to the Nasdaq Notices, the Company was provided until October 23, 2024 (the "Compliance Deadline") to regain compliance with the MVLS Rule and MVPHS Rule. The Nasdaq Notices further provided that, in the event that the Company failed to regain compliance with the Rules by the Compliance Deadline, Nasdaq would provide a written notification to the Company that its securities will be delisted.

The Company was unable to regain compliance with the Rules by the Compliance Deadline.

On October 24, 2024, the Company received a new notification letter from Nasdaq (the "Delisting Notice") notifying the Company that, as a result of the Company's failure to regain compliance with the Rules by the Compliance Deadline, Nasdaq has determined to delist the Company's common stock from the Nasdaq Global Market.

The Company intends to submit a hearing request to the Nasdaq Hearings Panel (the "Panel") to appeal the Staff's delisting determination. A hearing request will stay the suspension of the Company's securities and the filing of a Form 25-NSE pending the Panel's decision, or any extension provided by the panel. At the hearing, the Company intends to present a plan to regain compliance with the MVLS Requirement.

No assurances can be provided that the Company will obtain a favorable decision from the Hearings Panel, and/or that the Company will be able to regain or maintain compliance with the Nasdaq listing's rules.

If the Company's securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company's common stock and warrants or to obtain accurate quotations, and the price of the Company's common stock and warrants could suffer a material decline. Delisting could also impair the Company's ability to raise capital and/or trigger defaults and penalties under outstanding agreements of the Company.