Massimo Group 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number:001-41994 Massimo Group (Exact name of registrant as specified in its charter) Nevada92-0790263(State or other jurisdictionof incorporation or organization)(I.R.S. EmployerIdentification No.) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ As of June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate marketvalue of the registrant’s common shares held by non-affiliates of the registrant was approximately $35,010,068.15, based on theclosing price on that date as reported on the Nasdaq Stock Market. As of March 24, 2025 there were41,546,700shares of common stock, par value $0.001per share of the registrant issued andoutstanding. TABLE OF CONTENTS PAGEPART IItem 1.Business.3Item 1A.Risk Factors.18Item 1B.Unresolved Staff Comments.43Item 1C.Cybersecurity.43Item 2.Properties.44Item 3.Legal Proceedings.44Item 4.Mine Safety Disclosures.45PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.46Item 6.[Reserved]46Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.47Item 7A.Quantitative and Qualitative Disclosures About Market Risk.57Item 8.Financial Statements and Supplementary Data.57Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.57Item 9A.Controls and Procedures.57Item 9B.Other Information.58Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.58PART IIIItem 10.Directors, Executive Officers and Corporate Governance.59Item 11.Executive Compensation.64Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters69Item 13.Certain Relationships and Related Transactions, and Director Independence.70Item 14.Principal Accountant Fees and Services.73PART IVItem 15.Exhibit and Financial Statement Schedules.74Item 16.Form 10-K Summary.741 Unless otherwise stated in this Annual Report on For