Item 8.01 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.…
Filed Feb 3, 2026Accepted Feb 3, 2026, 6:15 AM ESTCIK 1952853Accession 0001493152-26-004816
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Item 8.01Item 8.01 - Other Events
Item
8.01 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.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as part of this report:
Exhibit Description
Number
──────────────────────────────────────────────────────────────────────────────────────
99.1 Press Release dated as of February 3, 2026
104 Cover
Page Interactive Data File (embedded within the Inline XBRL document)
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit
99.1
Massimo
Group Signs Letter of Intent to Acquire 100% of AI technology company FST in Drive to Accelerate Its AI-Powered Mobility and Health Technology
Strategy
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.
Transaction
Overview
Under
the terms outlined in the LOI:
FST
is valued at a pre-money equity valuation of approximately US$38 million to US$50 million, reflecting its proprietary technology,
integrated hardware-software capabilities, and growth potential;
Massimo
intends to acquire 100% of FST’s equity interests for tot…