Note 13 — Related party transactions (restated)

Purchases and accounts payable – related parties:

UniNet Global Inc. (“Uninet”), a vendor whose stockholder is Zhiyi (Jonathan) Zhang who is also one of the stockholders and management of the Company, sold certain products to Visiontech. On September 24, 2024, the Company entered into a trade payable forgiveness agreement with Visiontech, Uninet and NMI, relating to the cancellation of a portion of outstanding trade payables owed by Visiontech to Uninet. Visiontech owed Uninet a trade payable in the amount of $2,713,073 as of June 30, 2024. Pursuant to the trade payable forgiveness agreement, Uninet agreed to cancel the outstanding trade payable of $2,135,573, leaving a remaining balance of $577,500 still payable by Visiontech to Uninet. The debt forgiveness was recorded as an increase in additional paid in capital of $2,135,573 as a result of related party transaction. On November 19, 2024, the Company entered into a debt-to-equity conversion agreement with Visiontech, Uninet, and NMI, under which the remaining balance of $577,500 to be converted into 218,750 shares of common stock for Jonathan Zhang at a conversion price of $2.64 per share. As of September 30, 2025 and December 31, 2024, the outstanding accounts payable amount due to Uninet was $0 and $0.

On April 11, 2023, one of the Company’s customers and vendors, Iluminar Lighting LLC (“Iluminar”) entered into Debt Conversion Agreement with the Company pursuant to which it will convert $1,000,000 of accounts receivable to 1,033,333 shares of Iluminar which is 10% of Iluminar’s outstanding shares. For the three and nine months ended September 30, 2025, the purchases made from Iluminar was $0 and $58,031, respectively. For the three and nine months ended September 30, 2024, the purchases made from Iluminar was $0 and $1,160, respectively. As of September 30, 2025 and December 31, 2024, the accounts payable amount due to Iluminar was $366,437 and $308,407, respectively.

Revenue and accounts receivable - related party:

For the three and nine months ended September 30, 2025, the sales revenue from Iluminar was $0 and $76,038, respectively. For the three and nine months ended September 30, 2024, the sales revenue from Iluminar was $1,135,628 and $2,129,726. As of September 30, 2025 and December 31, 2024, the account receivable, net from Iluminar was $517,904 and $976,449, respectively. 

Prepayments - related party:

As of September 30, 2025 and December 31, 2024, the prepayments from Jonathan was $10,000 and $10,000, respectively and the prepayments from Mr. Tie (James) Li was $11,662 and $0, respectively. 

Loan receivable – related party:

As of September 30, 2025 and December 31, 2024, loan receivable from Big Lake amounted to $605,000 and nil, respectively. The receivable relates to a promissory note dated April 11, 2025, issued to Big Lake, which bears interest at 0% per annum and matures on June 30, 2026. The promissory note includes a debt-forgiveness provision whereby the outstanding principal may be forgiven if the borrower invests an amount equal to or greater than the loan proceeds into the Company. If such condition is met, the borrower will have no further repayment obligation under the note.

Deferred income – contract liabilities - related party:

As of September 30, 2025 and December 31, 2024, the deferred income - contract liabilities from Iluminar was $86,468 and $86,468, respectively. 

Other payables — related parties

In 2022, Nature’s Miracle Inc. (Cayman) (“NMCayman”), former stockholders of NMI, currently under common control of Mr. Tie (James) Li, the Company’s CEO, paid a total amount of $345,000 of legal and audit fee for the Company. As of September 30, 2025 and December 31, 2024, the outstanding amount due to NMCayman was $170,000 and $170,000, respectively.

In 2021, Yang Wei, former shareholder of the Visiontech and current shareholder of the Company, paid a total amount of $23,813 of normal business operating fee for the Company. As of September 30, 2025 and December 31, 2024, the outstanding amount due to Yang Wei was $23,813 and $23,813, respectively.

In 2022, Zhiyi (Jonathan) Zhang, paid a total amount of $27,944 of normal business operating fee for the Company. On May 19, 2023, September 4, 2023, and July 1, 2024, Zhiyi (Jonathan) Zhang paid another $1,000, $557, $8,184 for normal business operating expenses, respectively. Furthermore, in 2024, Mr. Zhang contributed an additional $10,936 toward Company expenses. On October 11, 2023, the Company paid off $28,501 of the balance. In 2025, the Company paid another $3,000 of the balance. As of September 30, 2025 and December 31, 2024, the outstanding amount due to Zhiyi (Jonathan) Zhang was $20,645 and $20,120.

In September 2024, James Li paid a total amount of $30,000 of normal business operating fee for the NMCA and NMCA paid it back to James in November 2024. In 2025, James Li paid $6,300 of normal business operating fee for NMCA and NMCA paid it back in 2025, so as of September 30, 2025, the outstanding amount due to James Li was $0.

As of September 30, 2025, Nature’s Miracle Holding Inc. has an outstanding amount due to Mr. Tie (James) Li and Zhiyi (Jonathan) Zhang for $25,100 and $25,000 of board fees.

As of September 30, 2025 and December 31, 2024, accrued interest expense from related parties, were $110,484 and $103,776, respectively, which were included in other payable related parties on the Company’s balance sheets (see Short-term loans — related parties for detail).

Short-term loans — related parties

On July 11, 2023, Lakeshore signed one loan with Tie (James) Li for a principal amount of $125,000 with 8% interest rate. This loan was required to be paid in full before November 11, 2023. On December 8, 2023, Lakeshore entered into a side letter to this loan agreement to extend the repayment to March 11, 2024 and agree to waive any and all interest and penalties that may have accrued commencing on November 11, 2023. This loan was subsequently extended to September 15, 2024 and April 15, 2025, and finally extended to October 16, 2025. The Company made $100,000 payments towards the loan on January 14, 2025, and $25,000 payments towards the loan on July 15 and July 25, 2025 resulting in its full settlement. The loan balance as of September 30, 2025 and December 31, 2024 was $0 and $125,000, respectively. As of September 30, 2025, accrued interest on this loan was $3,512.

On January 17, 2023, the Company and NMCayman entered into a loan agreement for the principal amount of $294,985 with 8% interest rate. This loan is originally required to be paid in full before July 17, 2023, the Company initially extended it to November 15, 2023, further extended to February 15, 2024, subsequently extended to August 15, 2024 and April 15, 2025, and finally extended to October 16, 2025. On November 19, 2024, the Company entered into a debt-to-equity conversion agreement with NMCayman, under which $277,786 balance of this debt and $299,714 balance of another debt will be converted into 218,750 shares of common stock for James at a conversion price of $2.64 per share. The Company made $17,199 payments towards the loan in July 2025 resulting in its full settlement. As of September 30, 2025 and December 31, 2024, the loan balance was $0 and $17,199, respectively. As of September 30, 2025 and December 31, 2024, the accrued interest on this loan was $43,248 and $42,449, respectively.

Interest expense for short-term loan - related parties amounted to $1,521 and $18,316 for the three months ended September 30, 2025 and 2024, respectively. 

Interest expense for short-term loan – related parties amounted to $6,708 and $52,519 for the nine months ended September 30, 2025 and 2024, respectively.

Convertible notes — related party

On April 11, 2025, the Company signed a convertible promissory note agreement with Big Lake. Big Lake is a related party controlled by Tie “James” Li, Chairman and CEO of the Company. The agreement calls for up to $2,000,000 in financing with an initial tranche of $600,000. The amount funded can be converted into shares of the Company at a conversion price equal to 110% of the end of the trading date. The rate of interest is 10% and the note matures in one year. As consideration for entering into the convertible promissory note agreement, the Company issued warrants to purchase up to 10,101,010  shares of common stock at an exercise price the same as conversion price of $0.198 - the price equal to 110% of the reported closing price of the Company’s Common Stock on the closing date of the Initial Tranche, if the Company draws down the full amount of the note. As of September 30, 2025, the balance of this note was $504,315 and the balance of accrued interest was $30,762.

In connection with the acquisition of Zak Properties as stated in Note 7 – Asset acquisition under common control, the Company issued a convertible promissory note in the aggregate principal amount of $3,000,000 as consideration of the acquisition of Zak Properties. The note bears an annual interest charge of 10% with a maturity date of September 18, 2027. Principal and accrued interest can be converted into shares of common stock of the Company at a 20% discount to lowest trading prices with a 20 day look back at any time on or following the issue date of the convertible note. As of September 30, 2025, the balance of this note was $3.0 million and the balance of accrued interest was $10,685.