Massimo Group (MAMO) signs non-binding LOI to buy FST Development AI hardware firm

Rhea-AI Filing Summary

Massimo Group disclosed 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 focused on intelligent hardware and AI-driven system-level solutions.

The potential transaction is subject to negotiating and signing definitive agreements, confirmatory due diligence, board and regulatory approvals, and other closing conditions. The company highlights possible benefits such as integrating FST’s AI control platforms, health-technology modules, and proprietary middleware, and a potential move into the AI health robotics market, while emphasizing that there is no obligation for either party to complete the deal.

Insights

Technology M&A and strategy analyst

Massimo signs non-binding LOI for AI hardware firm, with significant execution and closing risk.

Massimo Group has agreed a non-binding Letter of Intent to acquire 100% of FST Development Company Limited, which specializes in intelligent hardware and AI-driven system-level solutions. The parties outline an exclusivity period of 60 days and a goal of completing definitive agreements by late March 2026.

The contemplated deal is positioned to support integration of FST’s AI-driven control platforms, health-technology modules, and proprietary middleware into Massimo’s product lines, and to enable potential entry into the AI health robotics market. These possible synergies remain conceptual until detailed terms, integration plans, and economics are agreed.

Risks are extensive: the LOI is expressly non-binding, either party can walk away, due diligence could change terms, and the transaction depends on board and regulatory approvals, as well as successful integration if it closes. Actual impact will depend on whether definitive agreements are reached within the exclusivity window and how integration progresses thereafter.

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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): February 3, 2026

MASSIMO GROUP

(Exact name of registrant as specified in its charter)

Nevada		001-41994		92-0790263
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3101 W Miller Road Garland, TX		75041
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 866-403-5272

Not applicable

(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 (see General Instruction A.2. below):

☐	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, par value $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 ☒

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. ☐

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 Number		Description
99.1		Press Release dated as of February 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: February 3, 2026	MASSIMO GROUP
	By:	/s/ David Shan
	Name:	David Shan
	Title:	Chief Executive Officer

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FAQ

What did Massimo Group (MAMO) announce regarding FST Development Company Limited?

Massimo Group signed a non-binding Letter of Intent to acquire 100% of FST Development Company Limited. FST is a technology company focused on intelligent hardware and AI-driven system-level solutions, potentially expanding Massimo’s capabilities in connected products and AI-related applications if a definitive deal is completed.

Is Massimo Group’s planned acquisition of FST Development binding at this stage?

No, the Letter of Intent between Massimo Group and FST Development is explicitly non-binding. It does not obligate either party to complete the transaction, and the deal remains contingent on negotiating definitive agreements, completing due diligence, and obtaining required approvals and closing conditions.

What timeline did Massimo Group (MAMO) describe for the FST Development transaction?

Massimo Group referenced a 60-day exclusivity period and a goal of executing definitive agreements by late March 2026. This timing is part of forward-looking statements and depends on successful negotiations, satisfactory due diligence, and necessary board and regulatory approvals being obtained.

What strategic benefits does Massimo Group expect from the proposed FST Development acquisition?

Massimo Group highlights potential integration of FST’s AI-driven control platforms, health-technology modules, and proprietary middleware into its product lines. It also references a potential entry into the AI health robotics market, along with projected reductions in development cycles, costs, and time-to-market, if the transaction closes successfully.

What key risks did Massimo Group outline for the proposed FST Development acquisition?

Massimo Group cited numerous risks, including the non-binding nature of the Letter of Intent and the possibility no definitive agreement is reached. Additional risks include due diligence findings, failure to secure board or regulatory approvals, integration challenges, market adoption uncertainty, and technology, supply chain, and cybersecurity issues.

How does the FST Development Letter of Intent affect Massimo Group’s entry into AI health robotics?

The company links the potential FST acquisition to a possible entry into the AI health robotics market. This depends on completing the transaction and successfully integrating FST’s AI platforms and health-technology modules, and the filing cautions that anticipated strategic or financial benefits may not materialize as expected or at all.