Nature's Miracle (NMHI) signs definitive merger with Agrify (AGFY); 0.45x exchange ratio

Nature's Miracle Holding Inc.

Each Agrify share converts to 0.45 NMHI shares; Agrify shareholders to own ~30% of combined company.
NMHI to purchase and guarantee $15.1M CP note and $2.1M GIC notes from Agrify using cash and stock.
Deal expected to close in H2 2024, subject to shareholder and regulatory approvals.
Post-closing board to have 7 members; Raymond Chang (Agrify CEO) to be appointed.
Termination fee of $2 million payable in limited circumstances.

item 1.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nature's Miracle Holding Inc. entered into Agreement and Plan of Merger with Agrify Corporation (effective 2024-05-16).

Action: entry
Agreement: merger
Counterparty: Agrify Corporation
Effective: 2024-05-16

Exact text from the filing

On May 16, 2024, Nature’s Miracle Holding Inc. (the “Company”) entered into the Agreement and Plan of Merger (the “Merger Agreement”) with NMHI Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Agrify Corporation (“Agrify”) (NASDAQ: AGFY).

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291 material agreements filed in the last 30 days. Browse all material agreements →

Nature's Miracle Holding Inc. filing history →

Source: SEC EDGAR

accession 0001213900-24-043985

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