As
filed with the Securities and Exchange Commission on December 20, 2024
Registration
No. 333-278831
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MASSIMO
GROUP
(Exact
name of registrant as specified in its charter)
| Nevada |
|
92-0790263 |
(State
or other jurisdiction of
incorporation or organization) |
|
(IRS
Employer
Identification No.) |
3101
W Miller Road
Garland,
TX |
|
75041 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
| Massimo
Group 2024 Equity Incentive Plan |
| (Full
Title of the Plan) |
David
Shan
C/O
MASSIMO GROUP
3101
W Miller Road
Garland,
TX 75041
(Name
and address of agent for service)
Tel:
(866) 403-5272
(Telephone
number, including area code, of agent for service)
With
copies to:
Richard
I. Anslow, Esq.
Adam
Berkaw, Esq.
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, NY 10105
Phone:
(212) 370-1300
Fax:
(212) 370-7889
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities 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 for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-278831) (as amended, the “Registration Statement”)
of Massimo Group (the “Company”) is being filed with the Securities and Exchange Commission (the “SEC” or the
“Commission”) to amend the Registration Statement to include in Part I of the Registration Statement a prospectus (the “Reoffer
Prospectus”) pursuant to General Instruction C of Form S-8, prepared in accordance with the requirements of Part I of Form S-3
under the Securities Act of 1933, as amended (the “Securities Act”). As a filing fee was paid by the Company under the original
Registration Statement in connection with the registration of the securities offered under the Reoffer Prospectus, no additional registration
fee is required to add these securities to the Reoffer Prospectus pursuant to Rule 457(h)(3) under the Securities Act.
This
Reoffer Prospectus may be used for reoffers and resales of common stock of the Company on a continuous or delayed basis that may be deemed
to be “control securities” under the Securities Act, and the rules and regulations promulgated thereunder, that are issuable
to certain employees, directors and/or officers of the Company or its subsidiaries identified in the Reoffer Prospectus, as supplemented,
who are, or may be deemed to be, “affiliates” of the Company within the meaning set forth in Rule 405 under the Securities
Act (the “Selling Stockholders”). The number of shares of common stock of the Company included in the Reoffer Prospectus
represents common stock issued to the Selling Stockholders, and does not necessarily represent a present intention to sell any or all
such common stock.
Pursuant
to Rule 424(b) under the Securities Act, we may supplement the Reoffer Prospectus from time to time with the names of additional selling
stockholders and/or amounts of common stock, if any, to be reoffered or resold by such selling stockholders as that information becomes
known. All other portions of the Registration Statement, as previously filed, remain unchanged.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information specified in Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428
under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part
I of Form S-8 will be delivered to the participants in the plans covered by this Registration Statement as specified by Rule 428(b)(1)
under the Securities Act.
REOFFER
PROSPECTUS
MASSIMO
GROUP
184,334 SHARES
OF COMMON STOCK
This
reoffer prospectus (this “Reoffer Prospectus” or this “prospectus”) relates to the offer and sale, from time
to time, by the selling stockholders named herein (the “Selling Stockholders”), or their permitted transferees, of up to
184,334 shares of common stock, par value $0.001 per share (the “common stock”) of Massimo Group (the “Company”)
issued to the Selling Stockholders pursuant to stock awards granted to the Selling Stockholders under the Massimo Group 2024 Equity Incentive
Plan (the “Plan”). We are not offering any of the common stock and will not receive any proceeds from the sale of the common
stock offered by this Reoffer Prospectus. See “Use of Proceeds.”
The
Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the shares of common stock covered by
this Reoffer Prospectus though underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents.
If underwriters or dealers are used to sell the shares, we will name them and describe their compensation in a prospectus supplement.
The common stock may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, prices related
to the prevailing market prices, varying prices determined at the time of sale or negotiated prices. We do not know when or in what amount
the Selling Stockholders may offer the shares for sale. The Selling Stockholders may sell any, all or none of the shares offered by this
Reoffer Prospectus. See “Plan of Distribution” beginning on page 8 for more information about how the Selling Stockholders
may sell or dispose of the shares of common stock covered by this Reoffer Prospectus. The Selling Stockholders will bear all sales commissions
and similar expenses. We will bear all expenses of registration incurred in connection with this offering, including any other expenses
incurred by us in connection with the registration and offering that are not borne by the Selling Stockholders.
The
Selling Stockholders are “affiliates” of the Company (as defined in Rule 405 under the Securities Act of 1933, as amended
(the “Securities Act”). The shares of common stock previously issued to the Selling Stockholders under the Plan are “control
securities” under the Securities Act before their sale under this Reoffer Prospectus. This Reoffer Prospectus has been prepared
for the purposes of registering the common stock under the Securities Act to allow for future sales by the Selling Stockholders on a
continuous or delayed basis to the public without restriction.
Our
common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “MAMO.” On December 19, 2024,
the last reported sale price of our common stock as reported on Nasdaq was $2.44 per share.
We
may add, update or change information contained in this Reoffer Prospectus from time to time by incorporating by reference any document
or filing a prospectus supplement, as required. You should read this entire Reoffer Prospectus, together with the documents we incorporate
by reference, and any applicable prospectus supplement carefully before you make your investment decision.
We
are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with
certain reduced public company disclosure and reporting requirements. See “Reoffer Prospectus Summary—Implications of Being
an Emerging Growth Company.”
Investing
in our securities involves a high degree of risk. For a discussion of information that should be considered in connection with an investment
in our securities, see “Risk Factors” beginning on page 6 of this Reoffer Prospectus and the risk factors
contained in any document incorporated by reference in this Reoffer Prospectus and any applicable prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this Reoffer Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Reoffer
Prospectus dated December 20, 2024
TABLE
OF CONTENTS
ABOUT
THIS REOFFER PROSPECTUS
This
Reoffer Prospectus is part of a registration statement on Form S-8 (File No. 333-278831) filed with the Securities and Exchange Commission,
or the “SEC”. The Selling Stockholders named in this Reoffer Prospectus may, from time to time, sell the securities described
in this Reoffer Prospectus in one or more offerings. This Reoffer Prospectus includes important information about us, the common stock
issued by us, the shares of common stock being offered by the Selling Stockholders and other information you should know before investing.
Any document incorporated by reference in this Reoffer Prospectus and any prospectus supplement may also add, update, or change information
in this Reoffer Prospectus. If there is any inconsistency between the information contained or incorporated by reference in this Reoffer
Prospectus and any prospectus supplement, you should rely on the information contained in that particular prospectus supplement. This
Reoffer Prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should
read this Reoffer Prospectus together with the additional information about us described in the section below entitled “Where You
Can Find More Information.” You should rely only on information contained or incorporated by reference in this Reoffer Prospectus
and any applicable prospectus supplement. We have not, and the Selling Stockholders have not, authorized anyone to provide you with information
different from that contained or incorporated by reference in this Reoffer Prospectus, any prospectus supplement or any free writing
prospectus that we or the Selling Stockholders may authorize to be delivered or made available to you.
The
information contained in this Reoffer Prospectus, any document incorporated by reference in this Reoffer Prospectus and any applicable
prospectus supplement is accurate only as of their respective dates, regardless of the time of delivery of this Reoffer Prospectus, any
document incorporated by reference in this Reoffer Prospectus or any applicable prospectus supplement, or the sale of any securities
offered hereby. You should not assume that the information contained in this Reoffer Prospectus, any document incorporated by reference
in this Reoffer Prospectus or any applicable prospectus supplement is accurate as of any other date. Our business, financial condition,
results of operations and prospects may have changed since those dates.
This
Reoffer Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities
described in this Reoffer Prospectus. The securities offered by this Reoffer Prospectus are being offered only in jurisdictions where
the offer is permitted.
Except
as otherwise set forth in this Reoffer Prospectus, neither we nor the Selling Stockholders have taken any action to permit a public offering
of these securities outside the United States or to permit the possession or distribution of this Reoffer Prospectus outside the United
States. Persons outside the United States who come into possession of this Reoffer Prospectus must inform themselves about and observe
any restrictions relating to the offering of these securities and the distribution of this Reoffer Prospectus outside the United States.
Unless
otherwise stated or the context otherwise requires, all references in this Reoffer Prospectus to the “Company,” “we,”
“us” or “our” refer to the business of Massimo Group, together with its consolidated subsidiaries as a consolidated
entity, and references to the “Issuer” refer to Massimo Group as a standalone company.
INDUSTRY
AND MARKET DATA
Unless
otherwise indicated, information contained in this Reoffer Prospectus concerning our industry and the market in which we operate, including
our market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made
based on such data and other similar sources and on our knowledge of the markets for our products. These data sources involve a number
of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.
We
have not independently verified any third-party information. While we believe the market position, market opportunity and market size
information included in this Reoffer Prospectus is generally reliable, such information is may be imprecise. In addition, projections,
assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject
to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors”
and elsewhere in this Reoffer Prospectus. These and other factors could cause results to differ materially from those expressed in the
estimates made by the independent parties and by us.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Reoffer Prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All
statements contained in this Reoffer Prospectus other than statements of historical fact, including statements regarding our future results
of operations and financial position, our business strategy and plans, projected costs and our objectives for future operations, are
forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “should,”
“shall,” “intend,” “goal,” “objective,” “seek,” “expect,” and
similar expressions or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans,
or intentions. We have based these forward-looking statements largely on our current expectations and projections about future events
and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business
operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and
assumptions, including but not limited to:
| ● | our
limited operating history on which to judge our performance and assess our prospects for
future success; |
| ● | risks
related to our reliance on a network of independent dealers and distributors to manage the
retail distribution of many of our products; |
| ● | our
reliance on third-party manufacturers and supplies for our products; |
| ● | risks
related to the fact that the majority of the products we purchase are manufactured by suppliers
in China and their operations are subject to risks associated with business operations in
China; |
| ● | the
inexperience of our principal shareholder and senior management in operating a publicly traded
company; |
| ● | economic
conditions that impact consumer spending may have a material adverse effect on our business; |
| ● | results
of operations or financial condition; |
| ● | risks
related to facing intense competition in all product lines, including from some competitors
that have greater financial and marketing resources; |
| ● | risks
related to our ability to attract and retain key personnel; |
| ● | potential
harm caused by misappropriation of our data and compromises in cybersecurity; |
| ● | changes
in laws, regulatory requirements, governmental incentives and fuel and energy prices; |
| ● | litigation,
regulatory proceedings, complaints, product liability claims and/or adverse publicity; |
| ● | the
inability of our dealers, customers and distributors to secure adequate access to capital
or financing; |
| ● | failure
to develop brand name and reputation; |
| ● | the
significant product repair and/or replacement due to product warranty claims or product recalls; |
| ● | the
impact of health epidemics, including the COVID-19 pandemic, on our business; and |
| ● | the
other matters described in the section titled “Risk Factors.” |
Moreover,
we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management
to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of
these risks, uncertainties and assumptions, the future events and trends discussed in this Reoffer Prospectus may not occur and actual
results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You
should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking
statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake
no duty to update any of these forward-looking statements after the date of this Reoffer Prospectus or to conform these statements to
actual results or revised expectations.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this Reoffer Prospectus, and while we believe such information
forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements
are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
You
should read this Reoffer Prospectus and the documents that we reference in this Reoffer Prospectus and have filed as exhibits to the
registration statement, of which this Reoffer Prospectus is a part, completely and with the understanding that our actual future results
may be materially different from what we expect. We qualify all of the forward-looking statements in this Reoffer Prospectus by these
cautionary statements.
REOFFER
PROSPECTUS SUMMARY
This
summary highlights selected information contained elsewhere in this Reoffer Prospectus or incorporated by reference in this Reoffer
Prospectus. This summary does not contain all of the information you should consider before investing in our securities. Before making
an investment decision, you should read this Reoffer Prospectus (as supplemented or amended) carefully, especially “Risk Factors”
and the financial statements and related notes thereto, and the other information incorporated by reference in this Reoffer Prospectus.
Some of the statements in this Reoffer Prospectus constitute forward-looking statements that involve risks and uncertainties. See “Cautionary
Note Regarding Forward-Looking Statements” for more information.
The
Company
We
believe we are a leading company in the Mid-Tier Band of the powersports vehicles and boats industry in the United States, which comprises
the All-Terrain Vehicle (“ATV”), Utility-Terrain Vehicle (“UTV”), and pontoon and tritoon boats (“Pontoon
Boats”) subsectors (the “Powersports Vehicles and Boats Industry”). “Mid-Tier Band” means the mid-tier
band of the Powersports Vehicles and Boats Industry, which our management considers to be those manufacturers that produce a wide range
of products that cater to customer needs but do not yet have the international operations and market share of the Top-Tier Band (as defined
below) of the Powersports Vehicles and Boats Industry. “Top-Tier Band” means the top-tier band of the Powersports Vehicles
and Boats Industry, which our management considers to include companies such as Polaris, Bombardier Recreational Products (BRP), Arctic
Cat, Honda, and Yamaha with international operations and large market shares.
In
2020, we became one of the 15 largest Pontoon Boats manufacturers in Texas. Our emphasis on providing the sports enthusiast with powerful,
affordable, and reliable products has enabled us to grow annual revenues and net income to in excess of $115 million and $10 million,
respectively, in the fiscal year ended December 31, 2023.
We
manufacture, import and distribute a diversified portfolio of products divided into two main lines: (1) UTVs, ATVs, motorcycles, scooters,
golf carts and a juvenile line from go karts to balance bikes; and (2) recreational Pontoon Boats. In 2009, we began by distributing
electric scooters, our first product. Since that time, we have successfully entered the market for motorcycles, UTVs, ATVs, golf carts
and Pontoon Boats, as well as a juvenile line from go karts to balance bikes and snow equipment. We have also been developing new product
lines, such as electric vehicle (“EV”) chargers, electric coolers, power stations, portable solar panels and electric Pontoon
Boats, all of which are currently available for sale. In addition to distributing our products, we intend to provide unparalleled customer
service which includes over 600 motor vehicles and 5,500 marine third-party service providers across the United States, 24-hour customer
support and an approximately 40,000 sq. ft. parts facility which enables us to fulfill most parts orders within 48 hours. We seek to
provide our customers with reliable, high-quality products at great value.
We
currently generates most of our revenues from the sales of UTVs and ATVs, which represent 89.8% and 90.2% of total revenue for the years
ended December 31, 2023 and 2022, respectively.
We
are headquartered in a 376,000 sq. ft. facility. Our facility is adjacent to seven acres for boat storage in Dallas, Texas, which houses
a design center, two assembly lines, our parts department, a test track, dyno and over 30 loading docks. Our products are sold directly
by us, in the e-commerce marketplace, and through a network of dealerships, distributors, and chain stores. We have a significant in-store
UTV retail partnership with Tractor Supply Co.
Corporate
Information
Massimo
Group is a holding company, which operates through its two wholly-owned subsidiaries, Massimo Motor Sports LLC and Massimo Marine LLC.
Our
principal executive offices are located at 3101 W Miller Rod, Garland, TX 75041, our telephone number is (877) 881-6376, and our Internet
website address is https://massimo-group.com/. The information on our website is not a part of, or incorporated in, this Reoffer Prospectus.
Implications
of Being an Emerging Growth Company
We
qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS
Act”). An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable
generally to U.S. public companies. These provisions include:
| ● | an
exemption that allows the inclusion in an initial public offering registration statement
of only two years of audited financial statements and selected financial data and only two
years of related disclosure; |
| ● | reduced
executive compensation disclosure; |
| ● | exemptions
from the requirements of holding a non-binding advisory vote on executive compensation and
any golden parachute payments not previously approved; |
| ● | an
exemption from compliance with the requirement of the Public Company Accounting Oversight
Board regarding the communication of critical audit matters in the auditor’s report
on the financial statements; and |
| ● | an
exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”) in the assessment of the emerging growth
company’s internal control over financial reporting. |
The
JOBS Act also permits an emerging growth company such as us to delay adopting new or revised accounting standards until such time as
those standards are applicable to private companies. We have elected to use this extended transition period to enable us to comply with
certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of
the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period
provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates. We may choose to take advantage of some but not all of these reduced reporting burdens.
We
will remain an emerging growth company until the earliest of:
| ● | the
last day of our fiscal year during which we have total annual revenue of at least $1.235
billion; |
| ● | the
last day of our fiscal year following the fifth anniversary of the completion of our initial
public offering; or |
| ● | the
date on which we have, during the previous three-year period, issued more than $1.0 billion
in non-convertible debt securities; |
About
This Offering
This
Reoffer Prospectus relates to the public offering, which is not being underwritten, by the Selling Stockholders listed in this Reoffer
Prospectus, of up to 184,334 shares of common stock of the Company, issued to the Selling Stockholders under the Plan. The Selling
Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the common stock covered by this Reoffer Prospectus
though underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. We will receive none
of the proceeds from the sale of the common stock by the Selling Stockholders. We will bear all expenses of registration incurred in
connection with this offering, but all selling and other expenses incurred by the Selling Stockholders will be borne by them.
Summary
of Risk Factors
Investing
in our securities entails a high degree of risk as more fully described under “Risk Factors,” and the risk factors contained
in the other documents that are filed after the date hereof and incorporated by reference in this Reoffer Prospectus or contained in
any applicable supplement. You should carefully consider such risks before deciding to invest in our securities.
RISK
FACTORS
Before
making an investment decision, you should carefully consider the risks described under “Item 1A. Risk Factors” of our 2023
Annual Report on Form 10-K filed with the SEC on April 15, 2024 and incorporated by reference herein, and the risk factors contained
in the other documents that are filed after the date hereof and incorporated by reference in this Reoffer Prospectus or contained in
any applicable supplement. Additional risks not presently known to us or that we currently deem immaterial may also impair our business
operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks.
The trading price and value of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
This Reoffer Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us
described below and elsewhere in this Reoffer Prospectus.
USE
OF PROCEEDS
The
common stock to be offered and sold using this Reoffer Prospectus will be offered and sold by the Selling Stockholders named in this
Reoffer Prospectus. Accordingly, we will not receive any proceeds from any sale or disposition of shares of common stock held by the
Selling Stockholders pursuant to this Reoffer Prospectus.
DILUTION
Because
the Selling Stockholders who offer and sell common stock covered by this Reoffer Prospectus may do so at various times, at prices and
at terms then prevailing or at prices related to the then current market price, or in negotiated transactions, we have not included in
this Reoffer Prospectus information about the dilution (if any) to the public arising from these sales.
SELLING
STOCKHOLDERS
This
Reoffer Prospectus relates to the offer and sale, from time to time, by the Selling Stockholders named herein, or their permitted transferees,
of up to 184,334 shares of our common stock, issued to the Selling Stockholders under the Plan.
The
following table sets forth the names of the Selling Stockholders, the number of shares of common stock owned by each of them as of the
date of this Reoffer Prospectus, the maximum number of shares of common stock that they may offer pursuant to this Reoffer Prospectus,
and the number and percentage of shares of common stock to be beneficially owned by each Selling Stockholder assuming all of the shares
of common stock which may be offered by such Selling Stockholders pursuant to this Reoffer Prospectus are sold.
We
cannot advise you as to whether the Selling Stockholders will in fact sell any or all of their common stock. The Selling Stockholders
may offer all or part of the common stock for resale from time to time through public or private transactions, at fixed prices, prevailing
market prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated
prices. Because the Selling Stockholders may offer all, some or none of their securities, no definitive estimate as to the number of
shares of common stock that will be held by the Selling Stockholders after an offering can be provided. The Selling Stockholders may
sell any, all or none of the shares offered by this Reoffer Prospectus. See “Plan of Distribution.” We will not receive any
of the proceeds from the sale of the common stock sold by the Selling Stockholders.
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security. Therefore, beneficial ownership of the common
stock by each Selling Stockholder includes common stock that is currently exercisable or convertible, or exercisable or convertible within
sixty (60) days.
Unless
otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to common
stock beneficially owned by them.
Selling
Stockholders information for each additional Selling Stockholders, if any, will be set forth in a prospectus supplement to the extent
required prior to the time of any offer or sale of such Selling Stockholder’s common stock pursuant to this Reoffer Prospectus.
Any prospectus supplement may add, update, substitute, or change the information contained in this Reoffer Prospectus, including the
identity of each Selling Stockholders and the number of shares of common stock registered on its behalf.
| | |
Common Stock | |
Name of Selling
Stockholder | |
Stock
Owned
Before the
Offering(1) | | |
Stock
Owned
Before the
Offering (%)(2) | | |
Stock
to be Offered for Resale(3) | | |
Stock
Owned After
the Offering(2) | | |
Stock
Owned
After the
Offering (%) | |
| David Shan(4) | |
| 32,122,500 | | |
| 77.329 | % | |
| 37,500 | | |
| 32,085,000 | | |
| 77.239 | % |
| Yunhao Chen(5) | |
| 108,334 | | |
| * | | |
| 108,334 | | |
| – | | |
| – | |
| Michael Smith(6) | |
| 25,000 | | |
| * | | |
| 25,000 | | |
| – | | |
| – | |
| Paolo Pietrogrande(7) | |
| 4,500 | | |
| * | | |
| 4,500 | | |
| – | | |
| – | |
| Ting Zhu (8) | |
| 4,500 | | |
| * | | |
| 4,500 | | |
| – | | |
| – | |
| Mark Sheffield (9) | |
| 4,500 | | |
| * | | |
| 4,500 | | |
| – | | |
| – | |
*
Less than one percent (1%)
| (1) |
The
number of shares of common stock listed for each Selling Stockholder is based on the common stock held by such Selling Stockholder
as of the date of this Reoffer Prospectus, but assumes the exercise of all convertible securities held by such Selling Stockholder
and are currently exercisable or exercisable within 60 days of the date of this Reoffer Prospectus. |
| (2) |
In
calculating the percentages, (a) the numerator is calculated by adding the number of shares of common stock held by such Selling Stockholders
as of the date of this Reoffer Prospectus and the number of shares of common stock issuable upon the exercise of convertible securities
held by such Selling Stockholder and are currently exercisable or exercisable within 60 days of the date of this Reoffer Prospectus,
if any; and (b) the denominator is calculated by adding the aggregate number of common stock outstanding as of the date of this Reoffer
Prospectus and the number of shares of common stock issuable upon the exercise of convertible securities held by such Selling Stockholder
and are currently exercisable or exercisable within 60 days of the date of this Reoffer Prospectus, if any (but not the number of shares
of common stock issuable upon the exercise of convertible securities held by any other Selling Stockholder). |
| (3) |
The
number of shares to be sold includes (a) the common stock held by such Selling Stockholder as of the date of this Reoffer Prospectus
and offered hereby, and (b) the common stock issuable to such Selling Stockholder and offered hereby. |
| (4) |
David
Shan is the Chairman and Chief Executive Officer of the Company. |
| (5) |
Yunhao
Chen is the Chief Financial Officer and a member of the board of the Company. |
| (6) |
Michael
Smith is a Vice President of the Company. |
| (7) |
Paolo Pietrogrande is a member of the board of the Company. |
| |
|
| (8) |
Ting Zhu is a member of the board of the Company. |
| |
|
| (9) |
Mark Sheffield is a member of the board of the Company. |
PLAN
OF DISTRIBUTION
We
are registering the common stock covered by this Reoffer Prospectus to permit the Selling Stockholders to conduct public secondary trading
of the common stock from time to time after the date of this Reoffer Prospectus. As used herein, references to “Selling Stockholders”
includes donees, pledgees, transferees, distributees or other successors-in-interest selling common stock of Company received after the
date of this Reoffer Prospectus from a Selling Stockholder as a gift, pledge, partnership distribution or other transfer.
We
will not receive any of the proceeds from the sale of the common stock offered by this Reoffer Prospectus. The aggregate proceeds to
the Selling Stockholders from the sale of the common stock will be the purchase price of the common stock less any discounts and commissions.
We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the
common stock covered by this Reoffer Prospectus. The Selling Stockholders will pay any underwriting discounts and commissions and expenses
incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in disposing of the common stock.
We will bear the costs, fees and expenses incurred in effecting the registration of the common stock covered by this Reoffer Prospectus,
including all registration and filing fees and fees and expenses of our counsel and our independent registered public accounting firm.
The Selling Stockholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of
the common stock to be made directly or through agents.
The
common stock offered by this Reoffer Prospectus may be sold from time to time to purchasers:
●
directly by the Selling Stockholders;
●
through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s
commissions from the Selling Stockholders or the purchasers of the common stock; or
●
through a combination of any of these methods of sale.
Any
underwriters, broker-dealers or agents who participate in the sale or distribution of the common stock may be deemed to be “underwriters”
within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or
agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters
are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the
Securities Act and the Exchange Act. The Selling Stockholders may agree to indemnify any broker, dealer or agent that participates in
transactions involving sales of the common stock against certain liabilities in connection with the offering of the shares arising under
the Securities Act. We will make copies of this Reoffer Prospectus available to the Selling Stockholders for the purpose of satisfying
the prospectus delivery requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements or understandings
between the Selling Stockholders and any underwriter, broker-dealer or agent regarding the sale of the common stock by the Selling Stockholders.
The
common stock may be sold in one or more transactions at:
●
fixed prices;
●
prevailing market prices at the time of sale;
●
prices related to such prevailing market prices;
●
varying prices determined at the time of sale; or
●
negotiated prices.
These
sales may be effected in one or more transactions:
●
on any national securities exchange or quotation service on which the common stock may be listed or quoted at the time of sale,
including Nasdaq;
●
in the over-the-counter market;
●
in transactions otherwise than on such exchanges or services or in the over-the-counter market;
●
through trading plans entered into by the Selling Stockholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at
the time of an offering pursuant to this Reoffer Prospectus and any applicable prospectus supplement hereto that provide for
periodic sales of their securities on the basis of parameters described in such trading plans;
●
any other method permitted by applicable law; or
●
through any combination of the foregoing.
These
transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides
of the trade.
At
the time a particular offering of the common stock is made, a prospectus supplement, if required, will be distributed, which will set
forth the name of the Selling Stockholders, the aggregate amount of common stock being offered and the terms of the offering, including,
to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other
terms constituting compensation from the Selling Stockholders, and (3) any discounts, commissions or concessions allowed or reallowed
to be paid to broker-dealers.
The
Selling Stockholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest
will be the selling beneficial owners for purposes of this Reoffer Prospectus. Upon being notified by a Selling Stockholder that a donee,
pledgee, transferee, other successor-in-interest intends to sell our common stock, we will, to the extent required, promptly file a supplement
to this Reoffer Prospectus to name specifically such person as a Selling Stockholder.
The
Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or
other transfer. There can be no assurance that the Selling Stockholders will sell any or all the common stock under this Reoffer Prospectus.
Further, we cannot assure you that the Selling Stockholders will not transfer, distribute, devise or gift the common stock by other means
not described in this Reoffer Prospectus. In addition, any common stock covered by this Reoffer Prospectus that qualify for sale under
Rule 144 of the Securities Act may be sold under Rule 144 rather than under this Reoffer Prospectus. The common stock may be sold in
some states only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless
they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.
The
Selling Stockholders and any other person participating in the sale of the common stock will be subject to the Exchange Act. The Exchange
Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the common stock by
the Selling Stockholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution
of the common stock to engage in market-making activities with respect to the particular securities being distributed. This may affect
the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the
common stock.
Once
sold under the registration statement of which this Reoffer Prospectus forms a part, the common stock covered by this Reoffer Prospectus
will be freely tradable in the hands of persons other than our affiliates.
EXPERTS
The
financial statements of the Company at December 31, 2023 and 2022, and for each of the two years then ended, have been audited by ZH
CPA, LLC, an independent registered public accounting firm, as set forth in their report thereon and have been incorporated by reference
herein and in the registration statement.
LEGAL
MATTERS
The
validity of these shares has been passed upon by Fennemore Craig, P.C., Las Vegas, Nevada.
WHERE
YOU CAN FIND MORE INFORMATION
This
Reoffer Prospectus is part of a registration on Form S-8 (File No. 333-278831) filed with the SEC on April 19, 2024, as amended by the
filing of a post-effective amendment on the date hereof (herein, together with all amendments and exhibits, referred to as the “Registration
Statement”), by the Company under the Securities Act, and does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules to the Registration Statement. We have omitted parts of the Registration Statement in accordance
with the rules and regulations of the SEC. You should read the Registration Statement and the exhibits and schedules included in the
Registration Statement, incorporated by reference in and deemed to be incorporated by reference in this Reoffer Prospectus for further
information with respect to the Company and the securities offered in this Reoffer Prospectus.
We
also maintain an Internet website at https://massimo-group.com/. Through our website, we will make available, free of charge, the following
documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on
Form 10-K; our reports on Form 8-K; amendments to these documents; and other information as may be required by the SEC. The information
contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Reoffer Prospectus.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Registrant is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants
that file electronically with the Commission, including the Registrant. The address for the Commission’s website is “http://www.sec.gov.”
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
| (a) |
The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on April 15, 2024; |
| |
|
| (b) |
The
Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the Commission on November 14,
2024. |
| |
|
| (c) |
The
Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, filed with the Commission on August 12, 2024. |
| |
|
| (d)
|
The
Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed with the Commission on May 14, 2023. |
| |
|
| (e) |
The
Company’s Current Report on Form 8-K filed with the Commission on April 4, 2024; and |
| |
|
| (f) |
The
description of the Company’s Common Stock, incorporated by reference in the Company’s Registration Statement Form 8-A
(File No. 001-41994), filed with the Commission on March 26. 2024, and any amendment or report filed for the purpose of updating
such description (including Exhibit 4.2 to the Company’s Annual Report on Form 10-K referred to in (a) above). |
Except
to the extent such information is deemed furnished and not filed pursuant to securities laws and regulations, all documents that we file
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent specifically designated therein,
Current Reports on Form 8-K furnished by the Registrant to the Commission, in each case, subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement (that indicates that all securities offered
under this Registration Statement have been sold or that deregisters all securities then remaining unsold) shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
Any
statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
The
Company’s articles of incorporation and bylaws limit the directors’ liability and may indemnify directors and officers to
the fullest extent permitted under the Nevada Revised Statutes (“NRS”) NRS 78.7502-NRS 78.751.
Nevada
law, NRS 78.138, provides that the Company’s directors and officers will not be personally liable to us, our stockholders or our
creditors for damages for any act or omission in his or her capacity as a director or officer other than in circumstances where the director
or officer breaches his or her fiduciary duty to us or our stockholders and such breach involves intentional misconduct, fraud or a knowing
violation of law and the trier of fact determines that the presumption that he or she acted in good faith, on an informed basis and with
a view to the interests of the corporation has been rebutted, or with respect to payment of dividends in violation of the NRS. Nevada
law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors and officers.
As permitted by Nevada law and our articles of incorporation, our bylaws also provide that directors and officers will be personally
liable to us, our stockholders or our creditors for damages for breach of fiduciary duty resulting from the payment of dividends in violation
of NRS 78.300.
Nevada
law allows a corporation to indemnify officers and directors for actions pursuant to which a director or officer either would not be
liable pursuant to the limitation of liability provisions of Nevada law or where he or she acted in good faith and in a manner which
he or she reasonably believed to be in or not opposed to our best interests, and, in the case of an action not by or in the right of
the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.
As
permitted by Nevada law or our articles of incorporation, our bylaws (a) include provisions that eliminate the personal liability of
our directors or officers for damages resulting from certain breaches of fiduciary duties as a director or officer; (b) require the Company
to indemnify any officer or director and (c) require us to advance expenses of the indemnitee to the extent and as required (and in the
discretion of the Board of Directors, as allowed) in the articles of incorporation. Our articles of incorporation require that our directors
and officers be indemnified against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts
paid or to be paid in a settlement) reasonably incurred or suffered by the indemnitee in connection with any action, suit or proceeding,
whether civil, criminal, administrative or investigative.
The
effect of these provisions is to restrict our rights and the rights of our stockholders in derivative suits to recover damages against
a director or officer for breach of fiduciary duties as a director or officer.
These
limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable
remedies such as injunctive relief or recession.
We
have obtained a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against
liability for actions taken in their capacities as directors and officers.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).
Item
9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for the purposes of determining liability under the Securities Act of, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be in the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT
INDEX
| * |
Filed
herewith |
| ** |
Previously
Filed |
| † |
Indicates
a management contract or compensation plan. |
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in Dallas, Texas on December 20, 2024.
| Massimo
Group |
| |
|
|
| By:
|
/s/
David Shan |
|
| |
Name:
David Shan |
|
| |
Title:
Chief Executive Officer |
|
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
David Shan |
|
Chief
Executive Officer and Chairman |
|
December
20, 2024 |
| David
Shan |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Yunhao Chen |
|
Chief
Financial Officer and Director |
|
December
20, 2024 |
| Yunhao
Chen |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Paolo Pietrogrande |
|
Director |
|
December
20, 2024 |
| Paolo
Pietrogrande |
|
|
|
|
| |
|
|
|
|
| /s/
Mark Sheffield |
|
Director |
|
December
20, 2024 |
| Mark
Sheffield |
|
|
|
|
| |
|
|
|
|
| /s/
Ting Zhu |
|
Director |
|
December
20, 2024 |
| Ting
Zhu |
|
|
|
|
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Amendment No. 1 of Form S-8 (File No. 333-278831)
of Massimo Group and its subsidiaries (collectively
the “Company”) of our report dated April 15, 2024,
which appears in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed
with the Commission on April 15, 2024.
We
also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/
ZH CPA, LLC
Denver,
Colorado
December
20, 2024
Massimo (NASDAQ:MAMO)
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