April 22, 2025
Visionaire Refutes Buyout Report by Nature’s Miracle
Company claims surprise press release inaccurately portrayed scope and seriousness of talks
Following Inside Lighting’s prior reporting based on publicly available filings and corporate statements, California-based Visionaire Lighting and its parent company, Pangea Global Technologies, have provided additional context regarding recent developments involving a proposed transaction with Nature’s Miracle Holding Inc., a publicly traded company in the horticultural lighting space facing numerous financial pressures.
What initially appeared to be an imminent stock-based acquisition by a distressed company now looks very different. Visionaire leadership describes Nature’s Miracle’s announcement as unexpected, premature and inaccurate — an unsolicited overture that never progressed beyond exploratory discussions. Visionaire maintains that it is family-owned, financially stable and focused on long-term growth.
What Prompted Industry Attention
On January 19, Nature’s Miracle issued a press release announcing a nonbinding letter of intent to acquire 100% of Pangea Global Technologies. The release included personal quotes, dollar amounts, and ownership details that suggested a clear and imminent transaction. Coupled with a contemporaneous UCC filing showing a broad lien against Visionaire’s assets, the news pointed to a high-stakes, potentially distressed deal.
Inside Lighting sought comment from Visionaire, reaching out to Robert Fried in February and April using an email address believed to be active. No responses were received, and no server bounceback errors indicated the messages failed to deliver. According to Visionaire, the address was inaccurate and Robert Fried never received our emails.
Visionaire Pushes Back on Deal Framing
According to Visionaire executives Bryan Fried and Robert Fried, the Nature’s Miracle press release came as a surprise. They say it was issued without their review, approval, or even prior knowledge.
“We never saw it. We never agreed to it. And the quote attributed to me was fabricated,” Bryan Fried said. The press release from Nature’s Miracle had quoted him as saying, in part: “We are thrilled to join forces with Nature’s Miracle to deliver enhanced value to our clients, improve our competitive advantages, and drive sustainable growth in the industry.”
Both Bryan and Robert Fried described the proposed deal as one of many unsolicited letters of intent the company receives regularly. The Nature’s Miracle proposal, they say, began as a general conversation about a potential strategic partnership, then quickly morphed into a proposed reverse merger. At no point, they assert, was there ever a finalized agreement to be acquired.
What’s more, Visionaire leadership believes the timing of the press release was not coincidental. Just days after it was published, Nature’s Miracle was delisted from the Nasdaq exchange. “They were doing things to try and bolster their public appearance, to solicit investment elsewhere,” Robert Fried said.
Visionaire Claim: A Reverse Merger, Not a Buyout
Visionaire maintains that the offer was not a traditional acquisition, but a reverse merger in which Visionaire would have remained the majority stakeholder of a newly combined entity. Nature’s Miracle, by contrast, would have retained a minority position while injecting capital into the business.
Both Bryan and Robert Fried confirmed that the initial offer included $6 million in working capital — not the $2 million referenced in the press release. They emphasized that Visionaire’s founders — the Fried and Kayne families — would have remained in control. In a February 13 statement to partners, Visionaire affirmed this, adding that “absolutely nothing will change” for its reps, suppliers, or employees.
Ultimately, the transaction stalled quickly. Once Visionaire reviewed the proposal in full, concerns mounted. “They didn’t disclose their financial issues,” Bryan Fried noted. “Once they were delisted, we knew it wasn’t going anywhere.”
On the UCC Filing: Routine, Not Remarkable
Around the same time as the Nature’s Miracle announcement, a UCC filing appeared with the California Secretary of State. It revealed a new line of credit secured by a broad lien covering nearly all of Visionaire’s assets.
Visionaire views the filing as standard operating procedure. “We’ve had lines of credit for 20 years,” Robert Fried said. “This was a routine banking transition. We left Rosenthal for a better offer from First Business Bank.”
Bryan Fried added that blanket liens are common among private manufacturers seeking flexibility and higher lending limits. “You get more credit with a blanket UCC,” he said. “It’s how we’ve always done it.”
The Current Picture: Exploring Options, Retaining Control
The Nature’s Miracle deal is no longer under discussion, and Visionaire has moved on. The company continues to listen to strategic investment opportunities — particularly those that support new product development, financial stability, and long-term innovation.
Robert Fried, who joined the business as Chief Operating Officer in recent years, has emphasized modernization and scalability. From revamping internal systems to launching new lighting products, Visionaire states that it is focused on efficiency and future-forward growth. In that same February 13 message, Visionaire stated that its “main focus is that we pay down any current debt immediately,” while also investing in “continued new product development” to revitalize innovation that “has been lacking... over the past years.” The company described these efforts as key to ensuring both financial stability and long-term profitability.
“We’ve weathered trade wars, COVID, and industry shifts,” Bryan Fried said. “We’re still here, still family-owned, and still delivering for our partners.”
Looking Forward
While the Nature's Miracle press release raised valid questions, based on Visionaire's account, it appears the announcement may have overstated the depth and direction of any deal. According to its executives, Visionaire Lighting remains an independent, family-run business open to various capital strategies.
Inside Lighting reached out to Nature’s Miracle investor relations multiple times but did not receive a response. We will continue to monitor progress on this matter and provide accurate, timely reporting on any significant developments.
