Form 8-K

8-K — Massimo Group

Accession: 0001493152-26-029886

Filed: 2026-06-24

Period: 2026-06-23

CIK: 0001952853

SIC: 3790 (MISCELLANEOUS TRANSPORTATION EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001952853

2026-06-23

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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): June 23, 2026

Massimo

Group

(Exact

name of registrant as specified in its charter)

Nevada

001-41994

92-0790263

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

3101

W Miller Road

Garland,

TX 75041

(Address

of Principal Executive Offices) (Zip Code)

(877)

881-6376

(Registrant’s

Telephone Number, Including Area Code)

(Former

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:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

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

Stock $0.001 per share

MAMO

The

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 ☒

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. ☐

Item

1.01

Entry

into a Material Definitive Agreement.

June 23, 2026, Massimo Group, as borrower (the “Company”), entered into a loan agreement (the

“Loan Agreement”) with David Shan, the Company’s Executive Chairman of the Board of Directors, as lender, pursuant

to which the Company can borrow up to $4 million (the “Loan”) over a one year period to allow the Company to pursue strategic

growth initiatives, including the development, testing, commercialization and advancement of technology-enabled products, intelligent

security solutions, autonomous mobility applications and related business activities.

The

Loan bears interest of 4%, payable monthly in arrears, with the aggregate principal amount of all advances made under the Loan Agreement,

together with any remaining accrued and unpaid interest thereunder, to be repaid by the Company in full on June 22, 2027, subject to

earlier termination or extension as provided in the Loan Agreement.

The

Loan Agreement contains customary affirmative and negative covenants with respect to the Company, including, among other things, compliance

with laws, corporate existence, no conflicts, restrictions on the number of advances, and other customary covenants. These covenants

are subject to a number of limitations and exceptions as provided in the Loan Agreement. Additionally, the Loan Agreement contains customary

events of default, bankruptcy and insolvency, and remedies provisions.

The

Company’s obligations under the Loan Agreement are unsecured.

The

description of the Loan Agreement contained in this Item 1.01 is qualified in its entirety by reference to the complete text of the Loan

Agreement, a copy of which is filed herewith as Exhibit 10.1, to this Current Report on Form 8-K.

Item

8.01.

Other

Events.

June 24, 2026, the Company published a press release announcing its entry into the Loan Agreement, along with its termination

of a previously announced letter of intent. The Company’s press release is furnished herewith as Exhibit 99.1.

The

information provided in this Item 8.01 (including Exhibit 99.1 hereto), is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such

a filing.

Item

9.01.

Financial

Statement and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Loan Agreement, dated June 23, 2026, between Massimo Group and David Shan

99.1

Press

Release, dated June 24 , 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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:

June 24, 2026

MASSIMO

GROUP

By:

/s/

Quenton Petersen

Name:

Quenton

Petersen

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

LOAN

AGREEMENT

THIS

LOAN AGREEMENT (this “Agreement”) is entered into as of June 23, 2026 (the “Effective Date”), by and between

David Shan (“Lender”), and Massimo Group, a Nevada corporation, with its principal place of business at 3101 W. Miller Road,

Garland, TX 75041 (“Borrower”).

RECITALS

WHEREAS,

Borrower has requested that Lender make available to Borrower a loan facility of up to $4 million on a draw-down basis; and

WHEREAS,

Lender is willing to make such loan facility available to Borrower on the terms and subject to the conditions set forth in this Agreement.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Article

1 — Definitions and Interpretation

1. Definitions.

As used in this Agreement, the following terms shall have the meanings set forth below:

a. “Advance”

means each disbursement of Loan proceeds made by Lender to Borrower pursuant to Article 2.

b. “Borrower

Extension Option” has the meaning set forth in

Section 4(c) of Article 4.

c. “Business

Day” means any day other than a Saturday, Sunday, or other day on which commercial

banks in Texas are authorized or required by law to close.

d. “Commitment”

means Lender’s commitment to make Advances to Borrower in an aggregate principal amount

not to exceed the Maximum Commitment Amount.

e. “Commitment

Period” means the period commencing on the Effective Date and ending on June 22,

2027 (the “Commitment Termination Date”), unless earlier terminated or extended

in accordance with this Agreement.

f. “Default”

means any event or condition that, with the giving of notice or the passage of time, or both,

would constitute an Event of Default.

g. “Default

Rate” means an annual interest rate equal to the Interest Rate plus two percent

(2%).

h. “Drawdown

Request” means a written request for an Advance substantially in the form attached

hereto as Exhibit A.

i. “Event

of Default” has the meaning set forth in Article 8.

j. “Interest

Rate” means four percent (4.0%) per annum.

k. “Loan”

means the aggregate principal amount of all Advances made by Lender to Borrower under this

Agreement and outstanding from time to time.

l. “Loan

Documents” means, collectively, this Agreement and all other documents, instruments,

and agreements executed and delivered in connection with this Agreement.

m. “Maximum

Advance Amount” means Five Hundred Thousand Dollars

($500,000).

n. “Maximum

Commitment Amount” means Four Million Dollars ($4,000,000).

o. “Maturity

Date” means June 22, 2027.

p. “Minimum

Advance Amount” means One Hundred Thousand Dollars ($100,000).

q. “Obligations”

means all indebtedness, obligations, and liabilities of Borrower to Lender of every kind

and description, whether now existing or hereafter arising under or in connection with this

Agreement or any other Loan Document, including principal, interest, fees, costs, expenses,

and other amounts payable hereunder or thereunder.

r. “Permitted

Use” has the meaning set forth in Section 2(b) of Article 2.

Page 1 of 10

2. Interpretation.

In this Agreement, unless the context otherwise requires:

a. The

singular includes the plural and vice versa.

b. A

reference to any party includes such party’s successors and permitted assigns.

c. Headings

are for convenience only and do not affect interpretation.

d. References

to Articles, Sections, and Exhibits are to articles, sections, and exhibits of this Agreement

unless otherwise specified.

Article

2 — The Loan Facility

1. Commitment.

Subject to the terms and conditions of this Agreement, Lender agrees to make Advances to

Borrower from time to time during the Commitment Period in an aggregate principal amount

not to exceed the Maximum Commitment Amount. Within such limit, Borrower may borrow and repay

pursuant to Article 4.

2. Purpose

and Use of Proceeds.

a. Purpose.

The Loan is being made to provide capital to support Massimo Group’s strategic growth

initiatives, including the development, testing, commercialization and advancement of technology-enabled

products, intelligent security solutions, autonomous mobility applications and related business

activities, as determined by the Company in accordance with its business judgment and applicable

law (the “Permitted Use”).

b. Permitted

Use. Borrower shall use the proceeds of each Advance solely for the Permitted Use. Borrower

shall not, directly or indirectly, use any part of such proceeds to purchase or carry any

margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve

System) or to extend credit to others for the purpose of purchasing or carrying any such

margin stock, or for any purpose that violates, or is inconsistent with, the provisions of

Regulation T, U, or X of such Board of Governors.

3. Drawdown

Requests.

a. Form

and Timing. Borrower may request an Advance by delivering to Lender a completed Drawdown

Request not later than 11:00 a.m. (local time at Lender’s principal place of business)

at least three (3) Business Days prior to the proposed date of such Advance. Each Drawdown

Request shall be irrevocable once delivered.

b. Content.

Each Drawdown Request shall specify the requested amount (which must be equal to or greater

than the Minimum Advance Amount and in increments of $100,000 in excess thereof, but no greater

than the Maximum Advance Amount) and the proposed date of the Advance.

c. Limitation

on Frequency. Borrower may not request more than one Advance in any calendar month, unless

otherwise agreed to in advance via email or other written correspondence by the Lender.

4. Conditions

Precedent to Initial Advance. The obligation of Lender to make the initial Advance is

subject to the satisfaction (or waiver by Lender in writing) of each of the following conditions

precedent:

a. Lender

shall have received this Agreement, duly executed by Borrower.

b. All

representations and warranties of Borrower set forth in Article 5 shall be true and correct

in all material respects.

c. No

Default or Event of Default shall have occurred and be continuing.

d. Lender

shall have received such other documents, instruments, and agreements as Lender may reasonably

request.

Page 2 of 10

5. Conditions

Precedent to Each Advance. The obligation of Lender to make each Advance (including the

initial Advance) is subject to the satisfaction (or waiver by Lender in writing) of each

of the following conditions precedent:

a. Lender

shall have received a duly completed Drawdown Request in accordance with Section III of this

Article 2.

b. All

representations and warranties of Borrower set forth in Article 5 shall be true and correct

in all material respects as of the date of such Advance (except to the extent such representations

and warranties expressly relate to an earlier date, in which case they shall be true and

correct as of such earlier date).

c. No

Default or Event of Default shall have occurred and be continuing or would result from such

Advance.

d. After

giving effect to such Advance, the aggregate principal amount of the Loan shall not exceed

the Maximum Commitment Amount.

e. The

requested Advance shall be at least equal to the Minimum Advance Amount and no greater than

the Maximum Advance Amount.

f. The

date of the requested Advance shall fall within the Commitment Period.

g. By

submitting a Drawdown Request, Borrower shall be deemed to have certified that the conditions

set forth in this Section V have been satisfied.

6. Funding

of Advances. Subject to the satisfaction of the applicable conditions precedent, Lender

shall make each Advance available to Borrower by wire transfer of immediately available funds

to the account designated by Borrower in the applicable Drawdown Request (or such other account

as Borrower may designate in writing) no later than 3:00 p.m. (local time at Lender’s

principal place of business) on the requested date.

7. Loan

Account. Lender shall maintain a loan account on its books in the name of Borrower in

which Lender shall record the date and amount of each Advance, the date and amount of each

payment of principal and interest, and all other appropriate debits and credits. Entries

in such loan account shall constitute prima facie evidence of the amounts owing by Borrower

to Lender; provided, however, that any failure by Lender to maintain such records or any

error therein shall not in any manner affect the obligation of Borrower to repay the Loan

in accordance with this Agreement.

Article

3 — Interest and Fees

1. Interest

Rate. The outstanding principal balance of the Loan shall bear interest at the Interest

Rate.

2. Computation

of Interest. Interest shall be calculated on the basis of a 360-day year for the actual

number of days elapsed.

3. Payment

of Interest. Accrued interest on the Loan shall be due and payable monthly in arrears

on the 15th day of each month, commencing on July 15, 2026 and continuing until

the Maturity Date.

4. Default

Interest. Upon the occurrence and during the continuance of an Event of Default, the

outstanding principal balance of the Loan shall bear interest at the Default Rate. Interest

at the Default Rate shall be payable on demand.

Page 3 of 10

5. Maximum

Rate. Notwithstanding any provision in this Agreement to the contrary, the aggregate

interest rate charged with respect to the Loan shall not exceed the maximum rate permitted

by applicable law (the “Maximum Rate”). If the interest rate provided for in

this Agreement would, but for this Section V, exceed the Maximum Rate, then the interest

rate shall be the Maximum Rate, and if at any time thereafter the interest rate falls below

the Maximum Rate, then the interest rate shall remain at the Maximum Rate until such time

as the amount of interest paid hereunder equals the amount of interest that would have been

paid if the same had not been limited by the Maximum Rate.

Article

4 — Repayment and Prepayment

1. Repayment

of Principal. Borrower shall repay the entire outstanding principal balance of the Loan,

together with all accrued and unpaid interest thereon, on the Maturity Date.

2. Voluntary

Prepayment.

a. Right

to Prepay. Borrower may prepay the Loan, in whole or in part, at any time and from time

to time without premium or penalty, upon not less than one Business Days’ prior written

notice to Lender specifying the proposed date and amount of prepayment.

b. Application

of Prepayments. All voluntary prepayments shall be applied first to accrued and unpaid

interest and then to the outstanding principal balance of the Loan.

3. Mandatory

Prepayment. Upon the occurrence of any of the following events, Borrower shall immediately

prepay the entire outstanding principal balance of the Loan, together with all accrued and

unpaid interest and all other Obligations:

a. The

sale, transfer, or other disposition of all or substantially all of the assets of Borrower

(other than in the ordinary course of business).

b. A

change of control of Borrower, as reasonably determined by Lender.

c. The

dissolution or liquidation of Borrower.

4. Termination,

Reduction or Extension of Commitment. Borrower may, at any point prior to the expiration

of the Commitment Period, upon not less than five (5) Business Days’ prior written

notice to Lender:

terminate the Commitment in its entirety,

permanently reduce the Maximum Commitment Amount,

extend the Commitment Period for an additional period of not less than six months nor more than 12 months, at the discretion of the Borrower

(the “Borrower Extension Option”).

5. Accrued

Interest and Other Amounts. All prepayments, whether voluntary or mandatory, shall be

accompanied by payment of accrued interest on the principal amount being prepaid to the date

of prepayment, together with any other amounts then due and payable under this Agreement.

Article

5 — Representations and Warranties

Borrower

represents and warrants to Lender as follows:

1. Organization

and Qualification. Borrower is a corporation duly organized, validly existing, and in

good standing under the laws of State of Nevada and is duly qualified to do business and

is in good standing in each jurisdiction where the nature of its business requires such qualification,

except where the failure to be so qualified could not reasonably be expected to have a material

adverse effect on Borrower.

Page 4 of 10

2. Authority.

Borrower has the corporate (or equivalent) power and authority to execute, deliver, and perform

its obligations under the Loan Documents. The execution, delivery, and performance by Borrower

of the Loan Documents have been duly authorized by all necessary corporate (or equivalent)

action. This Agreement constitutes, and the other Loan Documents when executed and delivered

will constitute, legal, valid, and binding obligations of Borrower, enforceable against Borrower

in accordance with their respective terms, except as enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium, or other similar laws affecting creditors’

rights generally and by general principles of equity.

3. No

Conflicts. The execution, delivery, and performance by Borrower of the Loan Documents

do not and will not conflict with, result in a breach of, or constitute a default under Borrower’s

organizational documents, any applicable law or regulation, or any agreement or instrument

to which Borrower is a party or by which Borrower or its properties are bound, except where

such conflict, breach, or default could not reasonably be expected to have a material adverse

effect on Borrower.

4. Governmental

Approvals. No authorization, approval, consent, or other action by, and no notice to

or filing with, any governmental authority is required for the due execution, delivery, and

performance by Borrower of the Loan Documents, except such as have been duly obtained or

made and are in full force and effect.

5. Compliance

with Laws. Borrower is in compliance with all applicable laws, rules, and regulations,

except where the failure to comply could not reasonably be expected to have a material adverse

effect on Borrower.

6. No

Default. No Default or Event of Default has occurred and is continuing.

7. Use

of Proceeds. The proceeds of each Advance will be used solely for the Permitted Use and

not for any purpose that violates any applicable law or regulation.

Article

6 — Payment Mechanics

1. Time

and Place of Payment. All payments of principal, interest, and other amounts due under

this Agreement shall be made in immediately available funds to Lender pursuant to the wire

instructions included in the Drawdown Request, or at such other location as Lender may designate

in writing, no later than 2:00 p.m. (local time at Lender’s principal place of business)

on the date due. Any payment received after such time shall be deemed received on the next

Business Day.

2. Application

of Payments. Unless otherwise specified by Borrower or required by this Agreement, all

payments shall be applied first to fees and expenses then due and payable, second to accrued

and unpaid interest, and third to outstanding principal.

3. Business

Day Convention. If any payment under this Agreement becomes due and payable on a day

that is not a Business Day, such payment shall be made on the next succeeding Business Day,

and such extension of time shall be included in the computation of interest.

4. Currency.

All payments shall be made in United States dollars.

Deduction or Withholding. All payments by Borrower under this Agreement shall be made free and clear of, and without deduction or

withholding for, any taxes, levies, imposts, duties, charges, fees, deductions, or withholdings of any nature, except as required by

law. If Borrower is required by law to make any such deduction or withholding, Borrower shall pay such additional amounts as may be necessary

so that the net amount received by Lender after such deduction or withholding equals the amount Lender would have received had no such

deduction or withholding been made.

Page 5 of 10

Article

7 — Events of Default

1. Events

of Default. Each of the following shall constitute an “Event of Default”

under this Agreement:

a. Failure

to Pay Principal. Borrower fails to pay when due any principal amount of the Loan.

b. Failure

to Pay Interest or Other Amounts. Borrower fails to pay when due any interest or other

amount payable under this Agreement, and such failure continues for a period of 30 days after

the due date.

c. Bankruptcy

and Insolvency. Borrower (i) commences any case, proceeding, or other action seeking

relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, or similar

law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar

official for Borrower or any substantial part of its property; (ii) consents to or fails

to contest in a timely and appropriate manner any such case, proceeding, or action commenced

against it; (iii) applies for or consents to the appointment of a trustee, receiver, liquidator,

custodian, or other similar official for Borrower or any substantial part of its property;

(iv) makes a general assignment for the benefit of creditors; (v) is generally not paying

its debts as they become due; or (vi) takes any corporate action to authorize any of the

foregoing.

d. Involuntary

Bankruptcy. An involuntary case, proceeding, or other action is commenced against Borrower

seeking relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution,

or similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian,

or other similar official for Borrower or any substantial part of its property, and such

case, proceeding, or action (i) results in the entry of an order for relief or any such appointment,

or (ii) remains undismissed and unstayed for a period of 60 days.

e. Material

Adverse Change. Any event or circumstance occurs that results in a material adverse change

in the business, assets, liabilities, financial condition, or results of operations of Borrower,

or in the ability of Borrower to perform its obligations under the Loan Documents.

f. Change

of Control. A change of control of Borrower occurs.

2. Remedies

Upon Event of Default. Upon the occurrence and during the continuance of an Event of

Default:

a. Acceleration.

Lender may, by written notice to Borrower, declare the Commitment terminated and/or declare

all or any portion of the Obligations to be immediately due and payable, whereupon the Commitment

shall immediately terminate and/or the Obligations or such portion thereof shall become immediately

due and payable, without presentment, demand, protest, or other notice of any kind, all of

which are hereby expressly waived by Borrower; provided, however, that upon the occurrence

of any Event of Default described in Sections I.F or I.G of this Article 8, the Commitment

shall automatically terminate and all Obligations shall automatically become immediately

due and payable without any action by Lender.

Page 6 of 10

b. Other

Remedies. Lender may exercise any and all rights and remedies available to it under this

Agreement, the other Loan Documents, and applicable law.

c. Cumulative

Remedies. All rights and remedies of Lender under this Agreement and the other Loan Documents

are cumulative and not exclusive, and may be exercised singularly or concurrently.

Article

9 — Miscellaneous

1. Notices.

All notices, requests, demands, and other communications required or permitted under this

Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered

by hand, (b) one Business Day after being sent by a nationally recognized overnight courier

service, or (c) three Business Days after being sent by certified or registered mail, return

receipt requested, postage prepaid, in each case addressed as follows:

1. If

to Borrower:

Massimo Group

3101 W Miller Rd

Garland, TX 75041

Attention: Quenton Petersen, CEO

2. If

to Lender:

David Shan

5426 Royal Ln

Dallas, TX 75229

Either

party may change its address for notices by written notice to the other party in accordance with this Section I.

2. Amendments

and Waivers. No amendment, modification, or waiver of any provision of this Agreement,

and no consent to any departure by Borrower therefrom, shall be effective unless in writing

and signed by Lender, and then such waiver or consent shall be effective only in the specific

instance and for the specific purpose for which given. No failure or delay by Lender in exercising

any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor

shall any single or partial exercise thereof preclude any other or further exercise thereof

or the exercise of any other right, power, or privilege.

3. Assignment;

Binding Effect. Borrower may not assign or transfer any of its rights or obligations

under this Agreement without the prior written consent of Lender. Lender may assign or transfer

all or any portion of its rights and obligations under this Agreement to any person without

the consent of Borrower. This Agreement shall be binding upon and inure to the benefit of

the parties and their respective successors and permitted assigns.

4. Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of

the State of State of Texas without giving effect to any choice of law or conflict of law

provision or rule that would cause the application of the laws of any jurisdiction other

than the State of Texas.

5. Jurisdiction

and Venue. Borrower irrevocably submits to the exclusive jurisdiction of the state and

federal courts located in Dallas County in the State of Texas for purposes of any suit, action,

or proceeding arising out of or relating to this Agreement. Borrower irrevocably waives any

objection that it may now or hereafter have to the laying of venue of any such suit, action,

or proceeding in such courts and any claim that any such suit, action, or proceeding brought

in such courts has been brought in an inconvenient forum.

Page 7 of 10

6. Waiver

of Jury Trial. BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY

WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO

THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

THIS WAIVER APPLIES TO ANY ACTION OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT, OR OTHERWISE.

7. Entire

Agreement. This Agreement, together with the other Loan Documents, constitutes the entire

agreement between the parties with respect to the subject matter hereof and supersedes all

prior agreements, understandings, negotiations, and discussions, whether oral or written,

between the parties with respect to such subject matter.

8. Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the

validity, legality, and enforceability of the remaining provisions shall not be affected

or impaired thereby, and such provision shall be modified to the minimum extent necessary

to make it valid, legal, and enforceable while preserving to the fullest extent possible

the intent of the parties.

9. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed

an original, but all of which together shall constitute one and the same instrument. Delivery

of an executed counterpart of this Agreement by electronic transmission (including PDF) shall

be as effective as delivery of a manually executed original counterpart.

10. Survival.

All representations, warranties, covenants, and agreements of Borrower contained in this

Agreement shall survive the execution and delivery of this Agreement and the making of the

Advances and shall continue in full force and effect until all Obligations have been paid

in full and the Commitment has been terminated.

11. Headings.

The headings in this Agreement are for convenience of reference only and shall not affect

the interpretation of this Agreement.

12. Time

of Essence. Time is of the essence with respect to all obligations of Borrower under

this Agreement.

13. Further

Assurances. Borrower agrees to execute and deliver such additional documents and instruments

and to perform such additional acts as may be necessary or appropriate to effectuate, carry

out, and perform all of the terms, provisions, and conditions of this Agreement.

[SIGNATURE

PAGE FOLLOWS]

Page 8 of 10

SIGNATURE

PAGE

WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

BORROWER:

Massimo Group

By:

/s/ Quenton Petersen

Name:

Quenton

Petersen

Title:

Chief

Executive Officer

Date:

June

23, 2026

LENDER:

DAVID SHAN

/s/ David Shan

David Shan

Date:

June

23, 2026

Page 9 of 10

EXHIBIT

FORM

OF DRAWDOWN REQUEST

[Date]

David

Shan

c/o

Massimo Group

3101

W. Miller Road

Garland,

TX 75041

Re:

Drawdown Request under Loan Agreement dated June 23, 2026

Dear

Mr. Shan:

Reference

is made to the Loan Agreement dated as of June 23, 2026 (the “Loan Agreement”) between Massimo Group (“Borrower”)

and David Shan (“Lender”). Capitalized terms used but not defined herein have the meanings assigned to them in the Loan Agreement.

Borrower

hereby requests an Advance under the Loan Agreement, and in connection therewith sets forth below the information relating to such Advance

as required by Section III of Article 2 of the Loan Agreement:

1. Requested

Advance Amount: $[AMOUNT]

2. Proposed

Date of Advance: [DATE]

3. Wire

Transfer Instructions: Bank Name: [BANK NAME] ABA/Routing Number: [ROUTING NUMBER] Account

Number: [ACCOUNT NUMBER] Account Name: [ACCOUNT NAME] Reference: [REFERENCE]

Borrower

hereby certifies that:

(a)

All representations and warranties of Borrower set forth in Article 5 of the Loan Agreement are true and correct in all material respects

as of the date hereof (except to the extent such representations and warranties expressly relate to an earlier date, in which case they

are true and correct as of such earlier date).

(b)

No Default or Event of Default has occurred and is continuing or would result from the requested Advance.

(c)

After giving effect to the requested Advance, the aggregate principal amount of the Loan will not exceed the Maximum Commitment Amount.

(d)

The requested Advance is at least equal to the Minimum Advance Amount, and no greater than the Maximum Advance Amount.

(e)

The proposed date of the requested Advance falls within the Commitment Period.

(f)

All conditions precedent to such Advance set forth in the Loan Agreement have been satisfied or waived.

Massimo Group

By:

Name:

Quenton

Petersen

Title:

Chief

Executive Officer

Date:

Page 10 of 10

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Massimo

Group Secures Up to US$4 Million in Controlling Shareholder Funding to Accelerate Intelligent Patrol Systems Development and Terminates

Previously Announced FST Acquisition

Company

Will No Longer Pursue Previously Contemplated Stock-Based Acquisition Structure and Will Focus on Advanced Security Technologies, Autonomous

Patrol Platforms and AI-Enabled Security Solutions

GARLAND,

Texas, June 24, 2026 — Massimo Group (NASDAQ: MAMO) (“Massimo” or the “Company”), a manufacturer

and distributor of powersports vehicles, UTVs, ATVs and innovative mobility solutions, today announced that it has terminated its previously

announced proposed acquisition of FST Development Company Limited (“FST”), originally disclosed on February 3, 2026.

Under

the previously contemplated transaction structure, a portion or all of the acquisition consideration could have been satisfied through

the issuance of Company shares. Following a comprehensive review of the Company’s strategic priorities, capital allocation plans

and recent internal development progress, the Company has elected not to proceed with the proposed acquisition and will no longer pursue

the previously contemplated stock-based acquisition structure.

Over

the past several months, the Company’s internal development programs and strategic development partnerships have achieved significant

progress across multiple advanced security technology initiatives, including intelligent patrol systems, autonomous patrol vehicle platforms,

drone-assisted security technologies, AI-powered command and monitoring platforms, and related intelligent security solutions. These

developments have strengthened management’s confidence in the Company’s internal technology roadmap and reduced the need

to pursue external acquisitions to obtain similar capabilities.

support the Company’s disciplined capital allocation strategy while preserving operating flexibility, the Company’s controlling

shareholder made the decision to provide up to US$4 million in funding support to accelerate the Company’s internal development

programs focused on intelligent patrol systems, autonomous security technologies, AI-powered monitoring platforms and related next-generation

security solutions.

The

funding is expected to support product development, testing, optimization, pilot deployments, commercialization efforts and continued

technology advancement across the Company’s intelligent security platform initiatives.

Quenton

Petersen, Chief Executive Officer of Massimo Group, commented:

“Our

internal development initiatives have advanced significantly over the past several months. After evaluating multiple strategic alternatives,

we believe focusing on our existing intelligent patrol and advanced security technology programs is the best path forward for Massimo

and its shareholders.

The

commitment from our controlling shareholder reflects confidence in our technology roadmap, development progress and long-term growth

opportunities. With this support, we will focus on product development, commercialization and market expansion while maintaining disciplined

capital allocation.”

Importantly,

Massimo is not starting from zero. The Company already has an established nationwide sales network, dealer relationships, distribution

channels, operational infrastructure, and manufacturing capabilities across the United States. With its commercial platform already in

place, management believes the most efficient path forward is to enhance and expand that platform through advanced security technologies,

intelligent patrol systems, autonomous mobility solutions, and AI-enabled security applications.

About

Massimo Group

Massimo

Group (NASDAQ: MAMO) is a U.S.-based provider of utility-focused powersports vehicles, recreational products and marine equipment. The

Company delivers feature-rich products through a nationwide distribution and service network and is focused on expanding its platform

through product innovation, operational execution and scalable channel development across consumer and commercial markets.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some

cases, forward-looking statements can be identified because they contain words such as “anticipate,” “believe,”

“estimate,” “expect,” “intend,” “may,” “predict,” “project,”

“target,” “potential,” “seek,” “will,” “would,” “could,” “should,”

“continue,” “contemplate,” “plan,” and other words and terms of similar meaning.

These

statements include, but are not limited to, statements regarding future business strategies, the termination of the previously announced

proposed acquisition of FST Development Company Limited, the Company’s decision not to pursue the previously contemplated stock-based

acquisition structure, controlling shareholder funding support, product development, testing, pilot deployments, commercialization efforts,

intelligent patrol systems, autonomous security technologies, AI-powered monitoring platforms, related next-generation security solutions,

channel development, commercial expansion, intelligent automation initiatives and operational improvements.

Forward-looking

statements are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed

or implied by such statements, including those under “Risk Factors” in filings with the SEC made by Massimo. Readers are

cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release. The Company undertakes

no obligation to update or revise any forward-looking statements, except as required by law.

Company

Contact

Quenton

Petersen

CEO

Massimo Group

ir@massimomotor.com

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