Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Nature's Miracle Holding Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
63903P100 (CUSIP Number) |
Zhiyi (Jonathan) Zhang Nature's Miracle Holding Inc., 3281 E. Guasti Road, Suite 175 Ontario, CA, 91761 (909) 218-4601 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 63903P100 |
| 1 |
Name of reporting person
Zhiyi (Jonathan) Zhang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,516,537.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Gives effect to the 1-for-30 reverse stock split effected on November 21, 2024 to all shares of common stock held prior to November 21, 2024. (2) Based on 23,520,742 shares of the Issuer's common stock issued and outstanding as of July 25, 2025, as reported on the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Nature's Miracle Holding Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Nature's Miracle Holding Inc., 3281 E. Guasti Road, Suite 175, Ontario,
CALIFORNIA
, 91761. | |
Item 1 Comment:
Explanatory Note This Amendment No. 2 to Schedule 13D (this "Amendment") hereby amends and supplements the initial Schedule 13D filed with the Securities and Exchange Commission on April 17, 2024, and amended by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on November 21, 2024 (the "Original Schedule 13D"). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains in effect, and capitalized terms used but not defined herein have the meanings assigned thereto in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On July 24, 2025, Mr. Zhang entered into a debt-to-equity conversion agreement (the "Debt to Equity Conversion Agreement") with Nature's Miracle Holdings, Inc. (the "Company"). Mr. Zhang converted his unpaid wages and salaries through July 23, 2025 in the amount of $406,691 into 3,111,408 shares of the Company's common stock at a conversion price of $0.1305 per share. The foregoing description of the Debt to Equity Conversion Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D/A and incorporated by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows: (a) - (b) | |
| (b) | The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Person, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 23,520,742 shares of the Issuer's Common Stock issued and outstanding as of July 25, 2025: Reporting Person Zhiyi (Jonathan) Zhang Amount beneficially owned 3,516,537(1) Percent of class 13.2% Sole power to vote or to direct the vote 3,516,537(1) Shared power to vote or to direct the vote 0 Sole power to dispose or to direct the disposition 3,516,537(1) Shared power to dispose or to direct the disposition 0 (1) Gives effect to the 1-for-30 reverse stock split effected on November 21, 2024 to all shares of common stock held prior to November 21, 2024. | |
| (c) | Except as disclosed in this Statement, the Reporting Person did not effect any transaction with respect to Common Stock during the past 60 days. | |
| (d) | Except as disclosed in this Statement, to the best knowledge of the Reporting Person, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Debt to Equity Conversion Agreement On July 24, 2025, Mr. Zhang entered into that certain Debt to Equity Conversion Agreement with the Company. Pursuant to the Debt to Equity Conversion Agreement, Mr. Zhang converted his unpaid wages and salaries through July 23, 2025 in the amount of $406,691 into 3,111,408 shares of the Company's common stock at a conversion price of $0.1305 per share. The foregoing description of the Debt to Equity Conversion Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D/A and incorporated by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit Number Description 2.1 Merger Agreement dated September 9, 2022 (incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on S-4/A (File No. 333-268343) filed with the SEC on January 26, 2024). 2.2 Amendment No. 1 to Merger Agreement, dated as of June 7, 2023 (incorporated by reference to Exhibit 2.2 to the Company's Registration Statement on S-4/A (File No. 333-268343) filed with the SEC on January 26, 2024). 2.3 Amendment No. 2 to Merger Agreement, dated as of December 8, 2023 (incorporated by reference to Exhibit 2.3 to the Company's Registration Statement on S-4/A (File No. 333-268343) filed with the SEC on January 26, 2024). 10.1 Form of Purchaser Support Agreement (incorporated by reference to Exhibit 10.1 to Lakeshore's Current Report on Form 8-K filed with the Securities & Exchange Commission on September 12, 2022) 10.2 Form of Voting and Support Agreement (incorporated by reference to Exhibit 10.2 to Lakeshore's Current Report on Form 8-K filed with the Securities & Exchange Commission on September 12, 2022) 10.3 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to Lakeshore's Current Report on Form 8-K filed with the Securities & Exchange Commission on September 12, 2022) 10.4 Standby Equity Purchase Agreement dated April 10, 2023 (incorporated by reference to Exhibit 10.1 to Lakeshore's Current Report on Form 8-K filed with the Securities & Exchange Commission on April 11, 2023) 10.5 Amendment No. 1 to Standby Equity Purchase Agreement dated June 12, 2023 (incorporated by reference to Exhibit 10.1 to Lakeshore's Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2023). 10.6 Amendment No. 2 to Standby Equity Purchase Agreement dated December 11, 2023 (incorporated by reference to Exhibit 10.1 to Lakeshore's Current Report on Form 8-K filed with the Securities & Exchange Commission on December 22, 2023). 10.7 Form of Non-Competition and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.4 to Company's Current Report on Form 8-K filed with the Securities & Exchange Commission on March 15, 2024) 10.8 Form of Voting Agreement (incorporated by reference to Exhibit 10.5 to Lakeshore's Current Report on Form 8-K filed with the Securities & Exchange Commission on September 12, 2022) 10.9 Registration Rights Agreement dated as of March 11, 2024, by and between the Company and each party listed under Holder on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on 8-K, filed with the SEC on March 15, 2024). 10.10 Debt to Equity Conversion Agreement dated November 19, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on 8-K, filed with the SEC on November 22, 2024). 10.11 Debt to Equity Conversion Agreement dated July 24, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on 8-K, filed with the SEC on July 28, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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