8-K
Massimo Group (MAMO)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2026
| MASSIMO GROUP | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Nevada | 001-41994 | 92-0790263 |
| --- | --- | --- |
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 3101 W Miller Road<br><br> <br>Garland, TX | 75041 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: 866-403-5272
| Not applicable |
|---|
| (Former<br> name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | MAMO | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item8.01 Other Events.
On February 3, 2026, Massimo Group issued a press release announcing that it has entered into a non-binding Letter of Intent to acquire 100% of the equity interests of FST Development Company Limited, a technology company specializing in intelligent hardware and AI-driven system-level solutions. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Forward-Looking Statements
This current report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are based on current expectations, estimates, projections, and assumptions, and are not guarantees of future performance. Words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “may,” “will,” “could,” “seek,” “target,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, without limitation, statements regarding the proposed acquisition of FST Development Company Limited, the anticipated timing and process for negotiating and executing definitive agreements (including within the 60-day exclusivity period and by late March 2026), the satisfaction of closing conditions, expected synergies and strategic benefits, projected reductions in development cycles and costs, accelerated time-to-market, planned integration of FST’s AI-driven control platforms, health-technology modules, and proprietary middleware into the Company’s product lines, and the Company’s potential entry into the AI health robotics market. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, among others, that the letter of intent is non-binding and does not obligate either party to consummate the proposed transaction; the parties may not reach definitive agreements on the expected timeline or at all; confirmatory due diligence may yield findings that alter the parties’ plans or economic terms; failure to obtain necessary approvals from the respective boards of directors; failure to obtain, delays in obtaining, or imposition of burdensome conditions in connection with required regulatory approvals; failure to satisfy other closing conditions; the risk that the proposed transaction, if completed, may not achieve the anticipated strategic or financial benefits in the expected timeframe or at all; challenges integrating FST’s technologies, operations, personnel, and intellectual property; the pace of market adoption of intelligent and connected products and AI health robotics; reliance on third-party suppliers and manufacturing partners; protection and enforcement of intellectual property; cybersecurity, data privacy, and data governance risks; competitive responses; changes in economic, market, or industry conditions; availability of capital and financing on acceptable terms; and other risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release dated as of February 3, 2026 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated:<br> February 3, 2026 | MASSIMO GROUP | |
|---|---|---|
| By: | /s/ David Shan | |
| Name: | David<br> Shan | |
| Title: | Chief<br> Executive Officer |
| 3 |
| --- |
Exhibit99.1
MassimoGroup Signs Letter of Intent to Acquire 100% of AI technology company FST in Drive to Accelerate Its AI-Powered Mobility and Health TechnologyStrategy
Garland, Texas – February 3, 2026 – Massimo Group (NASDAQ: MAMO) (“Massimo” or the “Company”), a leading U.S. manufacturer and distributor of powersports vehicles and electric mobility solutions, today announced that it has entered into a non-binding Letter of Intent (“LOI”) to acquire 100% of the equity interests of FST Development Company Limited (“FST”), a technology company specializing in intelligent hardware and AI-driven system-level solutions.
The proposed transaction represents a major strategic milestone for Massimo, positioning the Company at the convergence of two rapidly expanding global trends: AI-enabled outdoor mobility and next-generation digital health robotics.
TransactionOverview
Under the terms outlined in the LOI:
| ● | FST<br> is valued at a pre-money equity valuation of approximately US$38 million to US$50 million, reflecting its proprietary technology,<br> integrated hardware-software capabilities, and growth potential; |
|---|---|
| ● | Massimo<br> intends to acquire 100% of FST’s equity interests for total purchase consideration ranging from approximately US$27 million<br> to US$35 million; |
| ● | The<br> purchase consideration may be satisfied through the issuance of Massimo common stock, payment of cash of equivalent value, or a combination<br> of both, as to be agreed in the definitive transaction documents; |
| ● | Any<br> equity consideration issued in connection with the transaction will be subject to a six-month contractual lock-up period following<br> the closing; |
| ● | The<br> release of such shares, if any, will be contingent upon the achievement of post-acquisition performance milestones and the successful<br> integration of FST’s operations, as determined at the sole discretion of Massimo Group’s Chief Executive Officer. |
StrategicRationale
As demographic changes, sustainability priorities and rapid technological advancement continue to reshape traditional industries, Massimo believes that intelligence, connectivity and data-driven systems represent the next evolution of outdoor mobility and equipment manufacturing. At the same time, global demand for proactive, personalized and scalable health solutions is accelerating, driven in large part by aging populations worldwide.
By acquiring full ownership of FST, Massimo plans to integrate its manufacturing scale, brand strength, and nationwide distribution network with FST’s full-stack AI capabilities, including intelligent control platforms, health-technology modules and proprietary AI middleware. Upon successful closing, Massimo expects the transaction will enable it to build a unified intelligent ecosystem spanning mobility, health and advanced system intelligence.
ExpectedSynergies and Growth Opportunities
Following completion of the acquisition, the combined organization is expected to:
| ● | Embed<br> FST’s AI-driven control platforms, health-technology modules, and proprietary middleware into Massimo’s next-generation<br> UTV, ATV and marine product lines; |
|---|---|
| ● | Reduce<br> product development cycles; |
| ● | Lower<br> comprehensive R&D and system integration costs; |
| ● | Accelerate<br> time-to-market for intelligent, connected and differentiated products; and |
| ● | Enable<br> Massimo to enter the high-growth AI health robotics market, where FST already delivers medical-grade hardware and predictive health<br> algorithms. |
ManagementCommentary
“This transaction represents more than an acquisition—it is a strategic transformation,” said David Shan, Chief Executive Officer of Massimo Group. “By bringing FST fully into the Massimo organization, we are combining our legacy of rugged, reliable vehicles with advanced AI-driven systems and software intelligence. Our objective is to make outdoor experiences safer, health monitoring more proactive, and advanced technology more accessible, while maintaining disciplined execution and long-term value creation.”
FST’s Chief Executive Officer added, “Becoming part of Massimo will provide us with a powerful platform to scale our technology from individual modules to fully integrated ecosystems. With Massimo’s operational strength and global reach, our hardware-software innovations can be deployed faster and at significantly greater scale.”
Timelineand Conditions
The LOI provides for a 60-day exclusivity period during which the parties will conduct confirmatory due diligence and negotiate definitive transaction documents. The parties intend to execute final agreements by late March 2026, subject to customary closing conditions, including:
| ● | Approval<br> by the respective boards of directors; |
|---|---|
| ● | Receipt<br> of applicable regulatory approvals; and |
| ● | Completion<br> of satisfactory financial, legal, and operational due diligence. |
Non-BindingNature of the LOI
The LOI is non-binding and does not obligate either party to consummate the proposed transaction. There can be no assurance that definitive agreements will be executed or that the acquisition will be completed.
AboutFST Development Company Limited
FST Development Company Limited is a technology developer focused on intelligent hardware and system-level solutions. The company provides deeply integrated hardware-software modules and ODM/OEM services for outdoor power equipment and AI health robotics applications.
AboutMassimo Group
Massimo Group (NASDAQ: MAMO) is a U.S.-based manufacturer and distributor of powersports vehicles, utility terrain vehicles (UTVs), electric mobility solutions, and related accessories, serving customers through a nationwide dealer network.
Forward-LookingStatements
This press release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are based on current expectations, estimates, projections, and assumptions, and are not guarantees of future performance. Words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “may,” “will,” “could,” “seek,” “target,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, without limitation, statements regarding the proposed acquisition of FST Development Company Limited, the anticipated timing and process for negotiating and executing definitive agreements (including within the 60-day exclusivity period and by late March 2026), the satisfaction of closing conditions, expected synergies and strategic benefits, projected reductions in development cycles and costs, accelerated time-to-market, planned integration of FST’s AI-driven control platforms, health-technology modules, and proprietary middleware into Massimo Group’s product lines, and Massimo’s potential entry into the AI health robotics market. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, among others, that the letter of intent is non-binding and does not obligate either party to consummate the proposed transaction; the parties may not reach definitive agreements on the expected timeline or at all; confirmatory due diligence may yield findings that alter the parties’ plans or economic terms; failure to obtain necessary approvals from the respective boards of directors; failure to obtain, delays in obtaining, or imposition of burdensome conditions in connection with required regulatory approvals; failure to satisfy other closing conditions; the risk that the proposed transaction, if completed, may not achieve the anticipated strategic or financial benefits in the expected timeframe or at all; challenges integrating FST’s technologies, operations, personnel, and intellectual property; the pace of market adoption of intelligent and connected products and AI health robotics; reliance on third-party suppliers and manufacturing partners; protection and enforcement of intellectual property; cybersecurity, data privacy, and data governance risks; competitive responses; changes in economic, market, or industry conditions; availability of capital and financing on acceptable terms; and other risks and uncertainties described from time to time in Massimo Group’s filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. Massimo Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.