MAMO 10-K & 10-Q changes, risk factors and insider trading
Massimo Group · Nasdaq · Miscellaneous Transportation Equipment · CIK 1952853 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We have entered into a non-binding letter of intent to acquire FST Development Company Limited, and we may not be able to complete this acquisition or, should we acquire it, we may not be able to successfully integrate it, which could adversely affect our business and stock price.”
Largest changes
“As of December 31, 2025, we have identified material weakness existing in the Company’s internal control over financial reporting related to ineffective controls over information and communication and period end financial disclosure and reporting processes, including not effectively communicating internally between the sales department and the accounting department and externally with the client and lack of effectiveness of controls over accurate accounting and financial reporting and reviewing the underlying financial statement elements. …”see in full comparison
“As of December 31, 2024, we have identified no material weaknesses related to the Company’s internal control over financial reporting. Over the past year, we have implemented measures to address previously identified material weaknesses in our internal control and have made significant progress in remediating these issues. To strengthen our financial reporting function, we have hired additional staff and engaged external accounting consultants with expertise in U.S. GAAP and SEC reporting. …”see in full comparison
“We have entered into a non-binding letter of intent to acquire FST Development Company Limited, and we may not be able to complete this acquisition or, should we acquire it, we may not be able to successfully integrate it, which could adversely affect our business and stock price.”see in full comparison
On February 20, 2026, the U.S. Supreme Court ruled 6-3 that the tariffs imposed by the Trump administration under the International Emergency Economic Powers Act (IEEPA) exceeded presidential authority and are therefore invalid. In response, the administration announced a new 10% global tariff, later changed to a 15% tariff, under a separate trade law. The Company is closely monitoring these developments and their potential impact on our business operations and supply chain. Given the rapidly evolving regulatory and trade environment, there can be no assurance as to the ultimate tariff rates that will be applicable to our imported products. There is no assurance that the U.S. or Chinese governments will not impose additional tariffs or other restrictive measures in the future. Further trade barriers could disrupt our supply chain, increase costs, and limit our ability to source components at competitive prices. If we are unable to offset these rising costs through operational efficiencies or pricing strategies, our margins and overall financial performance may be adversely affected. Ongoing trade tensions and regulatory changes continue to create uncertainty, posing a risk to our business operations and profitability.see in full comparison
“Furthermore, even if the acquisition is completed, we may face significant challenges in integrating FST’s AI and health-robotics technologies into our existing powersports and marine product lines. These challenges include, but are not limited to:”see in full comparison
“In February 2026, we entered into a non-binding Letter of Intent (“LOI”) to acquire 100% of the equity interests of FST Development Company Limited (“FST”). The consummation of this acquisition is subject to numerous conditions, including the negotiation and execution of a definitive purchase agreement, the completion of satisfactory due diligence, and receipt of required board and regulatory approvals. There can be no assurance that we will be able to reach a definitive agreement with FST on favorable terms, or at all. …”see in full comparison
Full comparison: every changed paragraph (20)
AnyAn investment
investment in our securities involves a high degree of risk. You should carefully consider the risksfollowing described below, which we believerisks,
represent certain of the material risks to our business, together with theall other information contained elsewhere in this Annual Report, before youmaking an
decideinvestment todecision. investThe in our sharesoccurrence of common stock. Please note that the risks highlighted here are not the only ones that we may face. For
example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could also impair our
operations. If any of the following events occur or any additional risks presentlycould unknownmaterially to us actually occur,adversely
affect our business, financial condition, results of
conditionoperations and operating results may be materially adversely affected.prospects. In thatsuch event,case, the trading price
of our securitiescommon stock could decline
decline, and you could may
lose all or part of your investment.
The risks described below are not the only risks we face. Additional risks not currently known to us or that we currently consider immaterial may also impair our business.
We have entered into a non-binding letter of intent to acquire FST Development Company Limited, and we may not be able to complete this acquisition or, should we acquire it, we may not be able to successfully integrate it, which could adversely affect our business and stock price.
In February 2026, we entered into a non-binding Letter of Intent (“LOI”) to acquire 100% of the equity interests of FST Development Company Limited (“FST”). The consummation of this acquisition is subject to numerous conditions, including the negotiation and execution of a definitive purchase agreement, the completion of satisfactory due diligence, and receipt of required board and regulatory approvals. There can be no assurance that we will be able to reach a definitive agreement with FST on favorable terms, or at all. Because the LOI is non-binding, either party may terminate negotiations at any time. If we fail to complete the acquisition, we may have incurred significant legal, accounting and managerial costs without realizing any of the anticipated benefits.
Furthermore, even if the acquisition is completed, we may face significant challenges in integrating FST’s AI and health-robotics technologies into our existing powersports and marine product lines. These challenges include, but are not limited to:
If we are unable to successfully manage these risks, our business, financial condition, and results of operations could be materially and adversely affected.
As
of the date of this report we have opened five new distribution centers in California, Georgia, New Jersey, Texas,Texas and Illinois through
our partnership with Armlogi. Opening these facilities should reduce the costs of delivering our products, particularly
our UTVs and
ATVs, to dealers, distributors, and customers, and should increase our ability to sharply respond to the needs of our customers
for spare
parts and equipment. However, there is no assurance that opening these facilities will increase our sales and will not have
an adverse
impact on our business, financial condition, or results of operations.
We
have supply agreements with approximately 15 suppliers, 2two of which are based in the U.S., 1one of which are based in Taiwan, and
12
of which are based in China. Approximately 79%85% of the products we purchased in the fiscal year ended
December 31, 2024,2025, based on cost,
were purchased from three suppliers in China of which 54%52% was purchased from a single
supplier located in Shanghai,Jiangsu, China. Due to
the supply chain crisis in the years 2021 and 2022, the cost of our oversea freights
increased significantly to double or even triple
what it had been in the years 2020 and 2019. To offset these price increases, we
increased the selling prices for the majority of our
products. Since 2023, the cost of overseas freights has decreased
substantially, though it still exceeds the cost prior to the supply
chain crises. Although we are looking to broaden our supplier
base outside of China to reduce our dependence upon Chinese-based suppliers
in general, there is no assurance we will be able to
broaden our supplier base outside of China or that we will be able to raise our
prices to offset increased freight cost in the
future.
We
have supply agreements with approximately 15 suppliers, 2 of which are
based in the U.S., 1 of which are based in Taiwan, and
12 of which are based in China. Approximately 79%85% of the products we purchased
in the fiscal year ended
December 31, 2024,2025, based on cost, were purchased from three ]suppliers in China of which 54%52% was purchased from
a single
supplier located in Shanghai,Jiangsu, China. Although we are looking to broaden our supplier base outside of China to reduce our dependence
upon Chinese based suppliers in general, there is no assurance we will be able to broaden our supplier base outside of
China.
Our
major supplier is a state-owned entity in China .China.
On February 20, 2026, the U.S. Supreme Court ruled 6-3 that the tariffs imposed by the Trump administration under the International Emergency Economic Powers Act (IEEPA) exceeded presidential authority and are therefore invalid. In response, the administration announced a new 10% global tariff, later changed to a 15% tariff, under a separate trade law. The Company is closely monitoring these developments and their potential impact on our business operations and supply chain. Given the rapidly evolving regulatory and trade environment, there can be no assurance as to the ultimate tariff rates that will be applicable to our imported products. There is no assurance that the U.S. or Chinese governments will not impose additional tariffs or other restrictive measures in the future. Further trade barriers could disrupt our supply chain, increase costs, and limit our ability to source components at competitive prices. If we are unable to offset these rising costs through operational efficiencies or pricing strategies, our margins and overall financial performance may be adversely affected. Ongoing trade tensions and regulatory changes continue to create uncertainty, posing a risk to our business operations and profitability.
We
and our dealers and distributors receive and store personal information in connection with human resources operations, credit operations,
warranty management, marketing efforts and other aspects of our businesses. Additionally, we exchange information with numerous trading
partners across all aspects of our operations. Any security breach of our IT systems or those of our dealers, distributors and trading
partners could result in disruptions to our operations or erroneous transactions. To the extent that such a breach results in a loss
or damage to our data, or an inappropriate disclosure of confidential or personal information, it could cause significant damage to our
reputation, affect our relationships with our customers, lead to claims against us and ultimately materially and adversely affect our
business, business,
results of operations or financial condition.
In
fiscal year ended December 31, 2024 and 2023,2025, approximately 60% and 40%65% of our consumers were farmers, respectively. As a supplier to
farmers, we are aware that farmers rely on U.S. governmental programs to fund the purchase of supplies from us and operate their business.
For example, the U.S. Department of Agriculture (“USDA”) has a variety of grants and subsidies. The USDA offers farming producers
and agricultural businesses funding through its Pandemic Assistance for Producers initiative. The USDA’s program, The Food Safety
Certification for Specialty Crops program provides up to $200 million in assistance for specialty crop producers who incur eligible on-farm
food safety program expenses to obtain or renew a food safety certification in calendar years 20232023, 2024 or 2024.2025.
Prior
to the commencement of trading of our common stock on AprApril 1, 2024, no public market for our common stock existed. Although our common
stock is listed on Nasdaq, an active trading market for our common stock may not develop, or if developed, be sustained. The lack of
an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable.
The lack of an active market may also reduce the fair value of your shares.
We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors (the “Board of Directors ” or “Board”) and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our credit facility. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it and any potential investor who anticipates the need for current dividends should not purchase our securities. See Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities-Dividends.”
Mr. David Shan owns approximately 77% of our outstanding shares. Accordingly, Mr. Shan will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions. Mr. Shan will also have the power to prevent or cause a change in control. Without the consent of Mr. Shan, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, Mr. Shan could violate his fiduciary duties by diverting business opportunities from us to himself or others. The interests of Mr. Shan may differ from the interests of our other shareholders. The concentration in the ownership of our common stock shares may cause a material decline in the value of our common stock.
Sales
of substantial amounts of our common stock in the public market, including sales made of any shares pledged for a loan by any holder
of a significant number of shares of our common stock, or the perception that these sales could occur, could adversely affect the market
price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. Our common
stock is freely tradable without restriction or further registration under the Securities Act of 1933, as amended (“Securities
Act”),Act, and shares held by our existing shareholders
may also be sold in the public market in the future subject to the restrictions
in Rule 144 under the Securities Act and the applicable
lock-up agreements. We cannot predict what effect, if any, market sales of securities
held by our significant shareholders or any other
shareholder or the availability of these securities for future sale will have on the
market price of our common stock.
We
are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley
Act, which requires management
to certify financial and other information in our quarterly and annual reports and provide an annual management
report on the effectiveness
of controls over financial reporting. Our independent registered
public accounting firm is not be required to attest to the effectiveness
of our internal control over financial reporting until the later
of the year following our first annual report required to be filed with
the SEC or the date we are no longer an emerging growth company
and are an accelerated or large accelerated filer.
As of December 31, 2025, we have identified material weakness existing in the Company’s internal control over financial reporting related to ineffective controls over information and communication and period end financial disclosure and reporting processes, including not effectively communicating internally between the sales department and the accounting department and externally with the client and lack of effectiveness of controls over accurate accounting and financial reporting and reviewing the underlying financial statement elements. We are working to remediate the material weaknesses as further discussed in Item 9A of this Report. If we cannot successfully remediate identified control deficiencies, including any current or future material weaknesses in our internal control over financial reporting: the accuracy and timing of our financial reporting may be adversely affected; our liquidity, access to capital markets and perceptions of our creditworthiness may be adversely affected; we could face difficulty forecasting our financial results accurately, impacting decision-making by investors and analysts; we may be unable to maintain compliance with securities laws, stock exchange listing requirements and debt instruments’ covenants regarding the timely filing of periodic reports; we may be subject to regulatory investigations and penalties; investors may lose confidence in our financial reporting; and our common stock price may decline.
As of December 31, 2024, we have
identified no material weaknesses related to the Company’s internal control over financial reporting. Over the past year, we have
implemented measures to address previously identified material weaknesses in our internal control and have made significant progress in
remediating these issues. To strengthen our financial reporting function, we have hired additional staff and engaged external accounting
consultants with expertise in U.S. GAAP and SEC reporting. Additionally, we have integrated and automated our financial reporting system
with our ERP system to minimize manual errors. We have also implemented a series of training programs across departments and enhanced
supervision and controls over our comprehensive accounting policies and procedures manual in accordance with U.S. GAAP.
Management's Discussion & Analysis (MD&A)
Removed heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
Removed heading “Critical Accounting Policies and Estimates”
Removed heading “Allowance for credit loss”
Removed heading “Inventory provision”
Largest changes
“Throughout the year, the uncertainty surrounding future tariffs, trade restrictions, and potential trade barriers stemming from U.S. government’s policies—which were further exacerbated in January 2025—made it difficult for these major retail customers to predict costs and plan inventories effectively. Concurrently, ongoing inflationary pressures and the prolonged impact of high interest rates put a severe strain on consumer spending for discretionary, higher-priced recreational vehicles.”see in full comparison
“We may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects and other matters which, in general, are subject to uncertainties and in which the outcome are not predictable. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. …”see in full comparison
During the year ended December 31, 2025, we did not record any loss on litigation. During the year ended December 31, 2024, we recorded a one-time loss of approximate $3.6 million on legal judgmentsee in full comparisononrelated to a lawsuit with Nebula. The Final Judgment on July 8, 2024 awarded Nebula $3.3 million in damages, $1.4 million in attorneys’ fees and other court cost and $1.2 million in interest on balances since September 15, 2020. We have recorded an additional accrual of $3.6 million as of December 31, 2024, bringing the total accrual related to this lawsuit to approximately $6.0 million.We haveMassimo filedthe appeal in August 2024 andits appellant’s briefinon January 31, 2025. Nebula filed its appellee’s brief on May 1, 2025. Massimo intends to continue vigorously defending the lawsuit and pursuing its appeal. As of the date of this Report, there are no further updates regarding this legal proceeding.
“Furthermore, the macro environment led to significantly tighter credit conditions and rising costs within dealer floorplan financing networks (such as Northpoint), which severely restricted wholesale purchasing power across the industry. Recognizing these mounting risks early, Massimo exercised strict operational discipline. Rather than forcing inventory into a financially constrained wholesale channel, we successfully cleared our existing on-hand inventory while deliberately pausing aggressive wholesale shipments to heavily leveraged dealers. …”see in full comparison
“We assessed the net realizable value of each item of inventories and compared to the cost on the book, which include the cost of raw materials, freight and duty for raw materials, direct labor costs, and the overhead costs for finished goods at the end of each reporting period. In addition, we assessed all slow-moving or obsolete items for inventory valuation purposes. As of December 31, 2024 and 2023, the Company had inventory provision of $469,900 and $439,900, included in inventories, net in the consolidated balance sheet. …”see in full comparison
“Total revenues decreased by $37.5 million, or 34.3%, from $109.3 million for the year ended December 31, 2024, to $71.8 million for the year ended December 31, 2025. This moderation in top-line performance reflects management’s disciplined approach to navigating a highly volatile macroeconomic environment while prioritizing long-term brand health over short-term volume dumping. …”see in full comparison
Full comparison: every changed paragraph (62)
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and related notes that appear in this 2025 Annual Report. In addition to historical consolidated financial information,
the the
following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could
differ differ
materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences
include include
those discussed below and elsewhere in this 2025 Annual Report, particularly in “Risk Factors.” All amounts included
herein with respect
to the fiscal years ended December 31, 20242025 and 20232024 are derived from our audited consolidated financial statements
included elsewhere
in this Report. Our financial statements have been prepared in accordance with U.S. GAAP.
A
Reorganization of the legal structure was completed on June 1, 2023. theThe Controlling Shareholder transferred his 100%85% equity interest
in Massimo Motor and 100%85% equity interest in Massimo Marine to Massimo. AfterTogether thiswith 15% non-controlling interests, after the reorganization,
Massimo ultimately owns
100% equity interests of Massimo Motor and Massimo Marine.
The
following table summarizes the results of consolidated statements of operations and comprehensive income for the for the years ended December
December 31, 2024 and 20232025 in U.S. dollars, and provides information regarding the dollar and percentage increase or (decrease) during
such year.
Total revenues decreased by $37.5 million, or 34.3%, from $109.3 million for the year ended December 31, 2024, to $71.8 million for the year ended December 31, 2025. This moderation in top-line performance reflects management’s disciplined approach to navigating a highly volatile macroeconomic environment while prioritizing long-term brand health over short-term volume dumping. Throughout 2025, persistent inflationary pressures, elevated interest rates, and lingering uncertainties regarding global trade policies significantly dampened retail consumer sentiment for discretionary powersports products. Instead of engaging in aggressive margin-eroding promotions, we elected to strategically tighten our wholesale shipments to assist our major big-box retail partners in right-sizing their inventory levels.
Revenues
decreased by $3.8 million, or 3.3%, from $115.0 million in fiscal 2023 to $111.2 million in fiscal 2024. The decrease in revenue was
primarily due to combined effects of rising demand in the U.S. ATV and UTV market and our modified sales strategy, offset by the
decrease in revenue from sales of Pontoon Boats. In 2024, we continued expanding our distribution network through various retailers
to enhance market penetration. We strategically focused our efforts on large retail stores in the U.S. (the “big box
stores”) that offer their own financing plans, while moving away from retailers that have liberal return policies.
Revenue from this core segment decreased by $35.1 million, or 33.3%, from $105.6 million for the year ended December 31, 2024 to $70.4 million for the year ended December 31, 2025. This contraction was primarily attributed to a strategic decline in wholesale volumes to our major big-box retail partners, navigating a highly volatile geopolitical and macroeconomic environment.
Throughout the year, the uncertainty surrounding future tariffs, trade restrictions, and potential trade barriers stemming from U.S. government’s policies—which were further exacerbated in January 2025—made it difficult for these major retail customers to predict costs and plan inventories effectively. Concurrently, ongoing inflationary pressures and the prolonged impact of high interest rates put a severe strain on consumer spending for discretionary, higher-priced recreational vehicles.
As a result, many big-box retailers adopted a highly conservative approach, significantly reducing their purchase volumes to avoid inventory buildup. Rather than forcing excess inventory into the channel through heavy discounting, Massimo proactively partnered with these retailers to execute a disciplined channel de-stocking initiative. By aligning our shipment cadence with actual retail sell-through rates, we successfully helped our partners right-size their inventory levels. While this disciplined approach temporarily impacted our recognized wholesale revenue, it preserved our premium brand pricing and positioned our distribution network optimally for the rollout of our higher-margin, next-generation 2026 vehicle lineup.
Revenue
from sales of UTVs, ATVs and electric bikes increased by $4.1 million, or 4.0%, from $103.3 million in fiscal 2023 to $107.5 million
in fiscal 2024. The increase in revenue was primarily attributed to the expansion into more big box stores. This surge is consistent
with the increasing ranch/farm-work utilization of UTVs across the 1.89 million farms in the U.S. with an average size of 464 acres and
the new customer’s rural lifestyle focus. The increase in sales is also due to a shift in our sales strategy, focusing mostly on
in-store sales to this retail chain store customer, which generally involve larger volumes and no returns. In addition, sales to this
new customer consist of high-turnover inventory products that are of high quality and have a strong customer reputation. This enhances
the efficiency of our capital utilization.
Revenue from sales of Pontoon Boats decreased by $2.3 million, or 62.6%, from $3.8 million for the year ended December 31, 2024 to $1.4 million for the year ended December 31, 2025. This contraction reflects a severe, industry-wide downturn in the recreational marine sector, driven by prolonged high interest rates and inflationary pressures that disproportionately impacted consumer demand for non-essential, big-ticket goods.
Furthermore, the macro environment led to significantly tighter credit conditions and rising costs within dealer floorplan financing networks (such as Northpoint), which severely restricted wholesale purchasing power across the industry. Recognizing these mounting risks early, Massimo exercised strict operational discipline. Rather than forcing inventory into a financially constrained wholesale channel, we successfully cleared our existing on-hand inventory while deliberately pausing aggressive wholesale shipments to heavily leveraged dealers. To further insulate our business from these third-party financing vulnerabilities and protect our brand’s premium pricing integrity, we proactively accelerated our strategic transition toward a higher-margin, Direct-to-Consumer (DTC) approach. While this disciplined pivot reduced recognized wholesale revenue in 2025, it successfully mitigated our exposure to industry-wide floorplan financing defaults and established a more profitable, controllable sales trajectory for our Marine division moving forward.
Revenue
from sales of Pontoon Boats decreased by $7.9 million, or 68.0%, from $11.7 million in fiscal 2023 to $3.8 million in fiscal 2024. The
decrease was primarily driven by an industry-wide downturn caused by high interest rates and inflation, which are impacting the consumption
of non-essential goods. In addition, the fact that the dealers have experienced high rejection rates at the floorplan financing providers
such as Northpoint has directly affected the inventory level the dealers maintain and therefore our sales in this category. This trend
aligns with broader industry challenges. The ongoing economic uncertainty in the U.S. has further reduced discretionary spending on luxury
boats, negatively affecting sales of high-end models such as our yacht.
GrossCost
of revenue and gross profit
Our
gross profit decreased by $1.6 million, or 4.4%, from $35.9 million in fiscal 2023 to $34.3 million in fiscal 2024. Gross margin was
30.9% in fiscal 2024, as compared with 31.2% in fiscal 2023. Our gross margin in fiscal 2024 remained constant when compared with fiscal
2023.
Total cost of revenue decreased by $28.3 million, or 36.9%, from $76.9 million for the year ended December 31, 2024, to $48.3 million for the year ended December 31, 2025. This decrease outpaced our corresponding 34.3% reduction in top-line revenue, reflecting not only the lower overall sales volume but also our relentless execution of operational efficiencies and targeted cost-containment measures across our global supply chains.
Cost of revenue for our core UTVs, ATVs and e-bikes segment decreased by $26.3 million, or 35.8%, from $73.5 million in 2024 to $47.2 million in 2025. This significant reduction aligns with our strategically recalibrated wholesale shipment volumes. Furthermore, the 35.8% contraction in cost was steeper than the 33.3% decline in segment revenue, driven by management’s proactive optimization of inbound component sourcing and the implementation of stringent lean-manufacturing protocols at our domestic assembly facilities. By negotiating more favorable terms with our overseas suppliers and continuously refining our assembly processes, we effectively mitigated the impact of persistent inflationary pressures on our core vehicle lineup.
Cost of revenue for our Pontoon Boats segment decreased by $2.0 million, or 63.7%, from $3.4 million in 2024 to $1.1 million in 2025. This sharp decline corresponds closely with the 62.6% reduction in pontoon boat sales volumes, as we deliberately paused aggressive wholesale shipments to navigate the tight floorplan financing environment. In addition to volume-driven cost reductions, we achieved critical efficiencies in our ocean freight and customs duty allocations. By proactively managing the complex logistics and landed costs associated with importing marine products during a period of heightened tariff uncertainty, we successfully protected the unit economics of our pontoon vessels as we pivoted toward a more profitable Direct-to-Consumer (DTC) sales model.
Our gross profit for the year ended December 31, 2025, was $23.5 million, compared to $32.5 million for the previous year. While absolute gross profit decreased due to the strategic reduction in wholesale volume, our overall gross margin expanded significantly by 280 basis points, from 29.7% in 2024 to 32.7% in 2025. This impressive margin expansion during a period of revenue contraction is a direct result of management’s strategic initiatives.
UTVs, ATVs and e-bikes: Gross margin for this segment improved from 30.4% to 33.0%. This enhancement was driven by a favorable product mix shift toward our higher-margin models, improved component sourcing, and highly effective management of landed costs (including freight and duties). By capturing efficiencies in our ocean freight and duty allocations, we successfully insulated our margins from global inflationary pressures.
Pontoon Boats: Despite the challenging marine market, gross margin for Pontoon Boats expanded from 9.3% to 20.1%. This improvement reflects our pivot away from heavily discounted wholesale clearing programs toward our more profitable DTC channels, combined with enhanced material cost controls and optimized inbound shipping logistics.
Cost
of revenue on UTVs, ATVs and electric bikes increased by $3.6 million, or 5.1%, from $69.9 million in fiscal 2023 to $73.5 million in
fiscal 2024 and gross profit increased by $0.6 million, or 1.7%, from $33.4 million in fiscal 2023 to $34.0 million in fiscal 2024. However,
the gross margin decreased by 0.7%, from 32.4% in fiscal 2023 to 31.6% in fiscal 2024. The increase in the cost of revenue was primary
due to increased product purchase cost and freight and duty resulting from increased sales. The decline in gross margin was primarily
driven by higher freight costs in fiscal year 2024 compared to the last year.
Cost
of revenue on Pontoon Boats decreased by $5.8 million, or 63.2%, from $9.2 million in fiscal 2023 to $3.4 million in fiscal 2024, and
gross profit decreased by $2.1 million, or 85.9%, from $2.5 million in fiscal 2023 to $0.3 million in fiscal 2024. Decrease in cost of
revenue was mainly due to decrease in products cost and freight and duty cost, resulting from decreased sales. Gross margin decreased
by 11.9%, from 21.1% in fiscal 2023 to 9.3% in fiscal 2024, which was driven by significant decrease in sales.
Our
selling expenses mainly consist ofinclude warranty expense, advertising and promotion expense, interest expense, and shipping and handling fee and merchant service fee.
These expenses increaseddecreased by $0.1$2.4 million, or 0.4%,24.5%, from $$9.7 million in fiscal 2023 to $9.8 million in fiscal 2024,2024 to $7.4 million in fiscal 2025, representing 8.8%10.3%
and 8.5%9.0% of our total revenue in fiscal 20242025 and fiscal 2023.2024, respectively. The increasedecrease was mainly due to higherlower shipping and handling fees, which
rose from approximately $4.9 million in fiscal 2023 to $6.3 million in fiscal 2024.2024 to $4.4 million in fiscal 2025. The increasedecrease in selling expenses was primarily due
to a significant reduction in shipping and handling feesfees. was primarily
due toHistorically, higher sales volumes of UTVs and ATVs to our big box stores,retail customers
drove elevated shipping costs, as we coveredcover the shippingoutbound costsfreight for those customers and charge higher prices
to offset these shippingaccounts. costs.Consequently, Thethe increase was partly offset by astrategic reduction in our wholesale
shipment volumes to these big box stores during 2025 directly resulted in the substantial decline in our shipping and handling expenses.
This decrease was further supported by continued efficiencies in our warranty expenseexpenses. The ongoing effectiveness of approximately $1.0 million, due
toour enhanced quality
control controlmeasures and customer service. The introduction of aour traveling technician team has allowed us to sustain reduced repair costs and respond to customer
requests more efficiently, reducing repair costs.highly
efficiently.
Our
general and administrative expenses primarily include salaries and benefits, professional fee,fees, office expenses, travel expenses, insurance
expenses,expenses and depreciation expenses. General and administrative expenses increaseddecreased by $3.4$1.0 million, or 25.6%,6.2%, from $13.2$16.5 million in fiscal
20232024 to $16.6$15.5 million in fiscal 2024.2025. The increasedecrease was mainly due to increaseddecreased salaries and benefit, insurance expenseexpense, professional
fees and rentother expense.
general administrative expenses. Our general and administrative expenses represented 14.9%21.5% and 11.5%15.1% of our total revenue
in fiscal 20242025 and fiscal 2023,2024, respectively.
Our
salaries and benefits were $6.4$6.5 million and $5.0$6.4 million, representing 38.7%39.3% and 38.0%39.0% of our total general and administrative expenses
in fiscal 20242025 and 2023,2024, respectively. The increaseslight decrease in balance was primarilymainly due to $0.5increase millionin severanceone-off packagesalaries followingcompensation paid
to an employee as result of employment termination
and a $1.1 million stock-based compensation expenses recognized for RSUs and stockthe optiondecrease grants.of basic salaries and benefits due to the employment termination.
Our rental expenses increased by $0.9 million, or 38.9%, from $2.4 million for the year ended December 31, 2024, to $3.3 million for the year ended December 31, 2025, representing 21.5% and 14.3% of our total general and administrative expenses in fiscal 2025 and 2024, respectively. This significant increase was primarily driven by the full-year impact of the renewal of our principal warehouse and office facility lease at current, higher market rates, which was executed in the second half of 2024. Additionally, the increase reflects the addition of new facility lease agreements signed during 2024 to expand our operational footprint and optimally support our strategic DTC transition and long-term business growth.
Professional fees decreased significantly by $0.7 million, or 33.1%, from $2.7 million in 2024 to $1.4 million in 2025. The decrease was primarily attributable to fewer ongoing lawsuits that required legal consulting services in the third quarter of fiscal 2025 when compared with same period in the prior year.
Our
rent expenses increased by $1.2 million or 106.4%, from $1.2 million in fiscal 2023, to $2.4 million in fiscal 2024, representing
14.2% and 8.6% of our total general and administrative expenses for the years ended December 31, 2024 and 2023, respectively. Our
rent expense increased because we had two new lease agreements and renewed one in fiscal 2024 while one new lease agreement in fiscal
2023. We also had monthly rent increment upon renewing the lease agreement. Our property taxes included in the rent expenses also
increased by $0.4 million in fiscal 2024, compared to prior year.
Our
insurance expense increased by $0.7 million or 75.6%, from $1.0 million in fiscal 2023, to $1.7 million in fiscal 2024, representing
10.1% and 7.2% of our total general and administrative expenses in fiscal 2024 and 2023, respectively. The increase was mainly due to
a higher general insurance premium year-over-year in line with sales growth, as well as the purchase of directors and officers insurance
following our transition to a public company.
During
the year ended December 31, 2025, we had no impairment of advance to suppliers. During the year ended December 31, 2024, we recorded
a one-time impairment of advance to suppliers amounting to approximately $0.8 million.
In June 2024, we reached a tentative agreement
regarding general settlement terms with one suppler who would pay approximately $0.3 million
to resolve the claim. Our advance to suppliers
amounting to $1.1 million would be considered irrecoverable. Therefore, we wrote off the
advance to suppliers amounting to approximately
$0.7 million during the year ended December 31, 2024. The settlement agreement was finalized
in August 2024. During the year ended December 31, 2023, we had no impairment of advance to suppliers.
During
the year ended December 31, 2025, we did not record any loss on litigation. During the year ended December 31, 2024, we recorded a one-time
loss of approximate $3.6 million on legal judgment onrelated to a lawsuit with Nebula. The
Final Judgment on July 8, 2024 awarded Nebula $3.3 million
in damages, $1.4 million in attorneys’ fees and other court cost and
$1.2 million in interest on balances since September 15, 2020.
We have recorded an additional accrual of $3.6 million as of December
31, 2024, bringing the total accrual related to this lawsuit to
approximately $6.0 million. We haveMassimo filed the appeal in August 2024 and
its appellant’s brief inon January 31, 2025. Nebula filed its appellee’s brief on
May 1, 2025. Massimo intends to continue vigorously defending the lawsuit and pursuing its appeal. As of the date of this Report, there are no further updates regarding this
legal proceeding.
Our
interest expense decreased by $0.4$0.05 million or 81.0%,54.0%, from $0.5 million in fiscal 2023, to $0.1 million in fiscal 2024.2024, to $0.05 million in fiscal 2025. The decrease
in interest expense was
mainly duebecause towe thedid repaymentnot ofhave allany outstandingbank loans induring earlythis fiscal 2024.period.
Other
income increaseddecreased by $1.0$0.9 million, or 688.6%,81.8%, from $0.1 million in fiscal 2023, to $1.1 million infor the year ended December 31, 2024, to $0.2 million for the year ended
December 31, 2025. This decrease was primarily attributable to the absence of several non-recurring, one-time items that significantly
benefited fiscal 2024. TheSpecifically, increaseour higher other income in 2024 was
primarily duedriven to the following factors: (i)by a $0.2 million write-off of a vendor’s accounts
payable balance following a
settlement withfavorable the vendor and us; (ii)settlement, an approximately $0.7 million write-off of long outstandinglong-outstanding customer depositdeposits or credit, both of which
contributed to higher other income;credits, and
elevated (iii)insurance anclaim additionalrecoveries. approximatelyThe $0.1$0.2 million in insurance claimsrecognized in fiscal 20242025 comparedrepresents a return to fiscala 2023.normalized run-rate for miscellaneous
incidental income, reflecting a cleaner operating baseline without the impact of prior-year atypical settlements.
Income
before income taxes decreased by $8.3$0.4 million, from $12.5$2.4 million in fiscal 2023,2024, to approximately $4.2$2.0 million in fiscal 2024.2025. The decrease
was primarily attributable to anthe increasefluctuation of $3.4gross millionprofits and operating expenses discussed in generalthe andforegoing administrative expenses, a decrease of $1.6 million decrease
in gross profit and an approximately $3.6 million loss on litigation and other expenses as discussed above.part.
The income tax expense was approximately $0.5 million and $0.7 million in fiscal 2025 and 2024, respectively. Decrease in income tax expense was mainly due to decrease in assessable profit in fiscal 2025.
The
income tax expense was approximately $1.0 million and $2.1 million in fiscal 2024 and 2023, respectively. We terminated our S Corporation
status as of June 1, 2023, in connection with the Reorganization and became a taxable C Corporation. Accordingly, the income tax provision
in fiscal 2024 combined both federal income tax of 21% and the state margin tax at Texas as a C Corporation, and the income tax provision
for the fiscal 2023 only reflected state margin tax at Texas as a S Corporation for five months and a federal income tax of 21% for the
remaining seven month’s operation. Decrease in income tax expense was mainly due to decrease in assessable profit in fiscal 2024.
Net
income was $3.2$1.5 million and $10.4$1.8 million in fiscal 20242025 and 2023,2024, respectively. The decrease was primarily due to decreasedfluctuation of revenues
and gross profit, offset by ana increasedecrease in general and administrativeoperating expenses and a loss on litigation, as discussed aboveabove.
Net
cash provided byused in operating activities was approximately $6.7$0.1 million in fiscal 2024,2025, compared to net cash provided by operating
activities activities
of approximately $10.9$6.7 million in fiscal 2023,2024, representing a decrease in the net cash provided by operating activities of $4.2
$6.8 million in
fiscal 20242025 compared with fiscal 2023.2024. The decrease is primarily due to the following:
Net
cash used in investing activities was approximately $0.2$0.7 million in fiscal 2024,2025, compared to net cash used in investing activities of
$0.1$0.2 million in fiscal 2023.2024. The increase in net cash used in investing activities was primarily attributable to the purchase of propertycrypto
and equipmentassets of $0.4$0.7 million, partially offset by a proceed of $0.2 million from sale of property and equipment in fiscal 2024.million.
Net cash used in financing activities was approximately $3.6 million in fiscal 2025, compared to net cash generated from financing activities of approximately $3.0 million in fiscal 2024. We made a repayment of shareholder withdrawal of $3.6 million for the year ended December 31, 2025 compared with we had a repayment of related party of $2.3 million and a net proceed from IPO of $4.5 million and a proceed from subscription deposits of $0.9 million.
Net
cash provided by financing activities was approximately $3.0 million in fiscal 2024, compared to net cash used in financing activities
of approximately $11.0 million in fiscal 2023. The increase in net cash provided by financing activities in fiscal 2024 was primarily
attributable to net proceed from IPO of $4.8 million and from the common shares subscription of $0.9 million, offset by the repayment
of bank loans of $0.3 million and repayment of loan from a related party of $2.4 million. This compares to fiscal 2023, when cash used
in financing included, net repayment of bank loan of $5.6 million and shareholder withdraw of $5.3 million.
Loan
Balance
Loan
balance consists of the following:
Our
capital expenditures consist primarily of expenditures for the purchaselease of fixed assets and equipment leases as a result of our business
growth. Our capital expenditures
amounted to approximately $387,876$65,361 and $134,662$387,876 for Fiscalfiscal 20242025 and 2023,2024, respectively.
Critical
Accounting Policies and Estimates
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements,
and revenue and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and
the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary.
Management bases its estimates on historical experience and on various other factors that it believes are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our
consolidated financial statements.
Management
has determined that, while there are no critical accounting estimates, the most significant estimates relate to sales returns, products
warranty, allowance for credit loss, inventory provision, and the assessment and disclosure of contingent liabilities due to on-going
lawsuit. Each of these are discussed below.
Sales
returns
We
provide a refund policy to accept returns from end customers, which varies and depends on the different products and customers. The estimated
sales returns are determined based upon an analysis of historical sales returns. Return allowances are recorded as a reduction in sales
with corresponding sales return liabilities which are included in “accrued return liabilities.” The estimated cost of returned
inventory is recorded as a reduction to cost of sales and an increase of right of return assets which is included in “inventories.”
The factors affecting our sales return liabilities include the number of products currently within the return period, historical and
anticipated rates of sales returns claimed on those products, and the estimated amount of returns that may be claimed within this period.
If actual results differ from the estimates, revises its estimated sales returns liability accordingly. Each period end, the Company
reviews and reassesses the adequacy of its recorded sales returns liabilities and adjusts the amounts as necessary. As of December 31,
2024 and 2023, $261,588 and $283,276 of sales return liabilities associated with estimated product returns were recorded in the consolidated
balance sheet, respectively. During the years ended December 31, 2024 and 2023, the Company recorded sales returns of $1,061,694 and
$3,355,112 respectively.
Warranty
We
generally provides a one-year limited warranty against defects in materials related to the sale of products. We considers the warranty
as an assurance type warranty since the warranty provides the customers the assurance that the product complies with agreed-upon specifications.
Estimated future warranty obligations are included in cost of product sales in the period in which the related revenue is recognized.
The factors affecting the our warranty include the number of products currently under warranty, historical and anticipated rates of warranty
claim on those products, and the estimates of repair and replacement costs to satisfy the our warranty obligation. The anticipated rate
of warranty claims is the primary estimate used in determining the warranty liability and is relatively predictable using historical
experience of failure rates. The average remaining aggregate warranty period of the products sold is calculated, repair parts are generally
already in stock or available at pre-determined prices, and labor rates are generally arranged at pre-established amount with service
providers. If actual results differ from the estimates, we revises its estimated warranty liability. Each quarter, we reevaluates its
estimates and assess the adequacy of its recorded warranty liabilities and adjust the amounts as necessary. As of December 31, 2024 and
2023, $503,553 and $619,113 of product warranty were recorded in the consolidated balance sheet, respectively. During the years ended
December 31, 2024 and 2023, the Company recorded warranty expenses of $1,274,037 and $1,924,203, respectively.
Allowance
for credit loss
We
considered various factors, including nature, historical collection experience, the age of the accounts receivable balances and the contract
assets, credit quality and specific risk characteristics of its customers, current economic conditions, forecasts of future economic
conditions, reversion period, and qualitative and quantitative adjustments to develop an estimate of credit losses. We have adopted loss
rate method to calculate the credit loss and considered the relevant factors of the historical and future conditions of the Company to
make reasonable estimation of the risk rate. For accounts receivable aged less than one year and non-overdue contract assets, we use
the loss rate method, which is a combination of historical rate method and adjustment rate method, to estimate the credit loss. For accounts
receivable aged over one year and overdue retainage receivable, we use the individual specific valuation method to estimate the credit
loss.
We
wrote off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts
will not be collected. As of December 31, 2024 and 2023, we recorded allowance for credit loss of $0.5 million and $0.6 million in the
consolidated balance sheet, respectively.
Inventory
provision
We
assessed the net realizable value of each item of inventories and compared to the cost on the book, which include the cost of raw materials,
freight and duty for raw materials, direct labor costs, and the overhead costs for finished goods at the end of each reporting period.
In addition, we assessed all slow-moving or obsolete items for inventory valuation purposes. As of December 31, 2024 and 2023, the Company
had inventory provision of $469,900 and $439,900, included in inventories, net in the consolidated balance sheet. Impairment provision
of inventories was $30,000 and $439,900 for the years ended December 31, 2024 and 2023, respectively, included in cost of revenues in
the consolidated statement of operations and comprehensive income.
Contingencies
We
may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects and other matters
which, in general, are subject to uncertainties and in which the outcome are not predictable. We determine whether an estimated loss
from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although we can
give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on us,
we believe that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered
by insurance, will not have a material adverse effect on the our unaudited condensed consolidated financial position or results of operations
or liquidity as at December 31, 2024 and 2023, except one litigation discussed below.
Litigation
What changed in the latest 10-Q
Risk Factors
New heading “If we fail to satisfy the continued listing requirements of Nasdaq, our common stock could be delisted, which would severely impact the liquidity and market price of our shares. In addition, Nasdaq has proposed a new listing rule regarding a $5 million minimum market value of listed securities, which, if approved and implemented, could introduce additional delisting risks for issuers trading below this threshold.”
Largest changes
“If we fail to satisfy the continued listing requirements of Nasdaq, our common stock could be delisted, which would severely impact the liquidity and market price of our shares. In addition, Nasdaq has proposed a new listing rule regarding a $5 million minimum market value of listed securities, which, if approved and implemented, could introduce additional delisting risks for issuers trading below this threshold.”see in full comparison
“We may be required to monitor our market value of listed securities closely and, if necessary, take actions such as issuing additional securities, raising additional capital or undertaking other corporate actions to seek to maintain compliance, any of which could dilute our existing shareholders, increase our costs, or divert management’s attention. …”see in full comparison
“In order to remain listed on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. In addition to existing requirements, Nasdaq has proposed a new listing rule that would require listed issuers to maintain a minimum market value of listed securities of at least $5 million. …”see in full comparison
see in full comparisonAsExceptofasthediscloseddate of this Report,below, there have been no material changes with respect to those risk factors previously disclosed in our Annual ReportReporton Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 31, 2026. Any of these factors could result inina significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial position, or future results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Full comparison: every changed paragraph (4)
AsExcept
ofas thedisclosed date of this Report,below, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report
Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 31, 2026. Any of these factors could result in
in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may
also affect our business. The risks described in our Annual Report are not the only risks we face. Additional risks and
uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our
business, financial position, or future results of operations. We may disclose changes to such risk factors or disclose additional
risk factors from time to time in our future
filings with the SEC.
If we fail to satisfy the continued listing requirements of Nasdaq, our common stock could be delisted, which would severely impact the liquidity and market price of our shares. In addition, Nasdaq has proposed a new listing rule regarding a $5 million minimum market value of listed securities, which, if approved and implemented, could introduce additional delisting risks for issuers trading below this threshold.
In order to remain listed on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. In addition to existing requirements, Nasdaq has proposed a new listing rule that would require listed issuers to maintain a minimum market value of listed securities of at least $5 million. Under this proposed new rule, if the value of an issuer’s listed securities, as measured by each applicable trading day’s closing price, continues to be less than $5 million for a period of 30 consecutive trading days, the issuer’s securities would immediately be delisted, with no compliance or cure period. While the SEC initially approved this proposal on July 22, 2026, the SEC subsequently issued an administrative stay on July 29, 2026, pausing the rule’s implementation pending a full SEC review. Accordingly, the ultimate implementation timeline and final terms remain uncertain. If this rule is ultimately approved and implemented, companies with market values below the $5 million threshold, including potentially us depending on our future stock performance, could face heightened risks of rapid delisting.
We may be required to monitor our market value of listed securities closely and, if necessary, take actions such as issuing additional securities, raising additional capital or undertaking other corporate actions to seek to maintain compliance, any of which could dilute our existing shareholders, increase our costs, or divert management’s attention. The risk of a rapid loss of Nasdaq listing, or an actual delisting, could adversely affect investor confidence, the liquidity and trading price of our common stock, and our ability to access the capital markets, and could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance regarding our future stock performance or our ability to maintain compliance with Nasdaq’s listing standards as they evolve.
Management's Discussion & Analysis (MD&A)
New heading “Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025”
New heading “Interest expenses”
New heading “Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
New heading “Revenue by Type”
New heading “Revenue from sales of UTVs, ATVs and e-bikes”
New heading “Revenue from sales of Pontoon Boats”
New heading “Selling expenses”
New heading “General and administrative expenses”
New heading “Research and development expenses”
New heading “Income from operations”
New heading “Interest expenses”
New heading “Other income, net”
New heading “Unrealized loss on crypto assets”
New heading “(Loss)Income before income taxes”
New heading “Provision for income taxes”
Removed heading “Repurchase of goods and cost of inventory recovered from litigation settlement”
Removed heading “(Recovery of) Provision for income taxes”
Removed heading “Net (loss) income”
Largest changes
“Risk of economic and policy changes within China: We import our products from various Chinese suppliers. The Chinese government continues to play a significant role in regulating industries within China by imposing industrial policies, providing subsidies and heavily regulating or prohibiting unwanted activities. There is no assurance the Chinese government will not interfere with the operations of our various suppliers. In addition, the Chinese government has implemented certain measures, including interest rate adjustments, to control the pace of economic growth in China. …”see in full comparison
“Risk of unavailability of additional capital: We will require significant expenditures to fund future growth. We have funded our growth to date out of the proceeds of the IPO and internal sources of liquidity or through additional financing from external sources. Our ability to obtain external financing in the future at a reasonable cost is subject to a variety of uncertainties, including our future financial condition, results of operations and cash flows and the condition of the global and domestic financial markets. …”see in full comparison
“Repurchase of goods and cost of inventory recovered from litigation settlement”see in full comparison
“Tariff and trade-policy uncertainty continued to affect customers’ inventory planning and order timing, while challenging dealer floorplan-financing conditions constrained wholesale purchasing capacity. Inflationary pressure and elevated interest rates also continued to weigh on discretionary consumer spending. Consistent with our disciplined operating approach, we avoided pushing inventory into financially constrained distribution channels while continuing to evaluate higher-margin and more controllable sales channels, including our Direct-to-Consumer approach.”see in full comparison
“Consistent with the trends experienced during fiscal year 2025, uncertainty surrounding tariffs, trade restrictions and potential trade barriers continued to make it difficult for major retail customers to predict costs and plan inventory purchases effectively. In addition, ongoing inflationary pressures and the prolonged impact of elevated interest rates continued to weigh on consumer demand for discretionary, higher-priced recreational vehicles.”see in full comparison
“Gross profit increased by $1.3 million, or 11.4%, from $11.1 million for the six months ended June 30, 2025 to $12.4 million for the six months ended June 30, 2026. Gross margin increased to 44.7% from 32.8%. The improvement was primarily attributable to a more favorable product mix, improved sourcing and cost controls, disciplined management of freight, duty and other landed costs, lower tariff rates on certain imported products, and refunds or credits for tariffs previously paid. …”see in full comparison
Full comparison: every changed paragraph (130)
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unauditedfinancial
condensed consolidated financial statements and the related notes to those statements included elsewhere in this Quarterly Report on
Form 10-Q (this “Report”), and with the audited consolidated
financial statements and the related notes included in our Annual Report on Form 10-K/A for
the fiscal year ended December 31, 2025 (“fiscal
2025”), as filed with the Securities and Exchange Commission (the “SEC”).
on March 31, 2026. In addition to historical
financial information, the following discussion and analysis contains forward-looking statements that involve
risks, uncertaintiesuncertainties, and
assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our
actual results may differ
materially from those anticipated in these forward-looking statements as a result of many factors. See “Cautionary
Note Regarding
Forward-Looking Statements.”
Massimo
Group is a holding company established on October 10, 2022 under the laws of the State of Nevada. The Company, through its subsidiaries,
is primarily engaged in the manufacturing and sales of a wide selection of farm and ranch tested UTVs, recreational ATVs, and Pontoon
Pontoon Boats. Mr. David Shan, theour executiveExecutive chairmanChairman of the Board of Directors and thenformer Chief Executive Officer, is the controlling shareholder
(the “Controlling
Shareholder”) of the Company.
In
advance of itsour IPO,initial public offering and listing on Nasdaq, we completed a Reorganization
reorganization of the Company’s legal structure was completed on
June 1, 2023.2023 (the “Reorganization”). At that time, the Controlling Shareholder transferred his 85% equity
interest in Massimo
Motor and 85% equity interest in Massimo Marine to Massimo. Together with the 15% non-controlling interests which was
were also transferred
to the Company, after the reorganization,Reorganization, Massimo owned 100% equity interests of Massimo Motor and Massimo Marine.
Before
and after the Reorganization, the Company,we, together with itsour subsidiaries, isare effectively controlled by the same Controlling Shareholder, and
and therefore, the Reorganization is considered as a recapitalization of entities under common control in accordance with ASC 805-50-25.
The consolidation of the Company and itsour subsidiaries have been accounted for at historical cost and prepared on the basis as if the
aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying condensedconsolidated consolidatedfinancial
financial statements in accordance with ASC 805-50-45-5.
We
currently generate most of our revenues from the sales of UTVsUTVs, ATVs and ATVs,electric bikes, which represented 97.1%94.1% and 96.8%97.7% of total revenue
for the period
six months ended MarchJune 31,30, 2026 and 2025, respectively.
We
also generate revenue from the sales of Pontoon Boats, which represented 2.9%5.9% and 3.2%2.3% of ourtotal revenue for the periodsix months ended MarchJune 31,30,
2026 and 2025, respectively.
Risk of intense competition in the industry: The Powersports Vehicles and Boat Industry is highly competitive. Competition in such markets is based upon a number of factors, including price, quality, reliability, styling, product features and warranties. At the dealer level, competition is based on a number of factors including sales and marketing support programs (such as financing joint advertising programs and cooperative advertising). Certain competitors are more diversified and have financial and marketing resources which are substantially greater than ours, which allow these competitors to invest more heavily in intellectual property, product development, and sales and marketing support. If we are not able to compete with new products, customer services, product features or models comparable or superior to those of our competitors, or attract new dealers, our business, results of operations or financial condition could be materially and adversely affected. We are subject to competitive pricing. Such pricing pressure may limit our ability to maintain prices or to increase prices for our products in response to raw material, component and other cost increases and so negatively affect our profit margins.
Risk of economic and policy changes within China: We import our products from various Chinese suppliers. The Chinese government continues to play a significant role in regulating industries within China by imposing industrial policies, providing subsidies and heavily regulating or prohibiting unwanted activities. There is no assurance the Chinese government will not interfere with the operations of our various suppliers. In addition, the Chinese government has implemented certain measures, including interest rate adjustments, to control the pace of economic growth in China. These measures, along with other economic, political and/or social developments in China may affect our China-based suppliers, which may adversely affect our business and operating results. We also import products from Taiwan. The Taiwan issue is a longstanding point of contention between China and the United States. The U.S. maintains unofficial relations with Taiwan, while also recognizing the One China policy, which acknowledges Beijing as the legitimate government of Taiwan. Both China and the U.S. have engaged in military posturing around the Taiwan Strait. This increases the risk of accidental clashes or misunderstandings that could escalate into conflict, which will affect both our China-mainland-based and Taiwan-based suppliers. Additionally, both U.S. and Chinese governments have imposed tariffs on certain products and taken other actions that have had an adverse impact on trade between the two countries.
Risk of unavailability of additional capital: We will require significant expenditures to fund future growth. We have funded our growth to date out of the proceeds of the IPO and internal sources of liquidity or through additional financing from external sources. Our ability to obtain external financing in the future at a reasonable cost is subject to a variety of uncertainties, including our future financial condition, results of operations and cash flows and the condition of the global and domestic financial markets. If we require additional funds and cannot obtain them on acceptable terms when required or at all, we may be unable to fulfill our working capital needs, upgrade our existing facilities or expand our business and may have to reduce the level of our operations. These factors may also prevent us from entering into transactions that would otherwise benefit our business or implementing our future strategies. Any debt financing that we undertake may be expensive and might impose covenants that restrict our operations and strategic initiatives, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our capital stock, make investments and engage in mergers, consolidations and asset sale transactions. Equity financings may be on terms that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would be willing to purchase our equity securities may be lower than the trading prices of such equities. If new sources of financing are required, but are unattractive, insufficient or unavailable, then we could be required to modify our business plans or growth strategy which could have a material adverse effect on our business, results of operations or financial condition.
Risk related to overseas freights fluctuation: The inflation rate and supply chain crisis experienced in 2021 and 2022 led to a significant increase in overseas freight costs. However, by December 31, 2025, there was a notable easing in both inflation and freight costs, reflecting an improvement in economic conditions and a stabilization in the supply chain.
Risk of uncertainty in the cost and production level of raw materials: We depend on third party suppliers to manufacture many of the products we sell, in particular, ATVs and UTVs, as opposed to our Pontoon Boats which we manufacture in our Dallas facility. For the period ended June 30, 2026, we purchased approximately 72% of our products from two of these suppliers. Competition for the output of these suppliers is intense. If these independent suppliers were unwilling or unable to supply us with products at prices which enable us to maintain our gross margins, it would materially and adversely affect our business, results of operations or financial condition. Although we are looking to broaden our supplier base and to reduce our dependence upon a limited number of suppliers, there is no assurance we will be able to do so and increasing the number of suppliers from which we purchase products may increase our costs.
Risk related to inflation: In recent years, our China-based suppliers have increased the cost of their products due to inflation. We may not be able to pass along price increases in raw materials, parts, or components to our customers. As a result, an increase in the cost of the raw materials, parts, and components our suppliers use in the manufacture of our products could reduce our profitability and have a material adverse effect on our business, results of operations or financial condition.
Risk of fluctuations in the sale of Pontoon Boats: A portion of our sales revenue generated from Massimo Marine has a seasonal sales pattern. For the period ended June 30, 2026 and 2025, our revenue generated from Massimo Marine was approximately 5.9% and 2.3% of our total revenue, respectively.
For
the Three and Six Months Ended MarchJune 31,30, 2026 and 2025
The
following tabletables summarizessummarize the results ofour condensed consolidated statements of operations and comprehensive incomeresults for the three and six months
ended MarchJune 31,30, 2026 and 20252025. Amounts are
presented in U.S. dollars,dollars andunless providesotherwise information regarding the dollar and percentage increase or (decrease) during
such year.indicated.
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Revenues
Revenues decreased by $4.0 million, or 21.1%, from $18.9 million for the three months ended June 30, 2025 to $14.9 million for the three months ended June 30, 2026. The decrease primarily reflected lower sales of UTVs, ATVs and electric bikes.
Total
revenue decreased by $2.2 million, or 14.7%, from $14.9 million for the three months ended March 31, 2025 to $12.7 million for the three
months ended March 31, 2026. The decrease was primarily driven by lower revenue from sales of UTVs, ATVs and e-bikes, and, to a lesser
extent, lower revenue from sales of Pontoon Boats. The decrease was partially offset by the absence in the first quarter of 2026 of the
$1.0 million reduction to revenue recorded in the first quarter of 2025 in connection with the repurchase of goods under a litigation
settlement.
Revenue
from sales of UTVs, ATVs and e-bikeselectric bikes decreased by $3.1$3.9 million, or 20.0%,22.4%, from $15.4$17.6 million for the three months ended MarchJune 31,30, 2025 to
to $12.3$13.7 million for the three months ended MarchJune 31,30, 2026. The decrease was primarily attributable to a continued strategic declinereduction in
in wholesale shipment volumesshipments to our major big-box retail partners,partners as we continuedaligned toshipment navigatecadence awith volatileactual geopoliticalretail sell-through and macroeconomiccustomer
environment.inventory levels.
Tariff and trade-policy uncertainty continued to affect customers’ inventory planning and order timing, while challenging dealer floorplan-financing conditions constrained wholesale purchasing capacity. Inflationary pressure and elevated interest rates also continued to weigh on discretionary consumer spending. Consistent with our disciplined operating approach, we avoided pushing inventory into financially constrained distribution channels while continuing to evaluate higher-margin and more controllable sales channels, including our Direct-to-Consumer approach.
Consistent
with the trends experienced during fiscal year 2025, uncertainty surrounding tariffs, trade restrictions and potential trade barriers
continued to make it difficult for major retail customers to predict costs and plan inventory purchases effectively. In addition, ongoing
inflationary pressures and the prolonged impact of elevated interest rates continued to weigh on consumer demand for discretionary, higher-priced
recreational vehicles.
As
a result, certain big-box retail customers continued to adopt a conservative inventory procurement strategy during the first quarter
of 2026. Rather than forcing excess inventory into the wholesale channel through aggressive discounting, we continued to align our shipment
cadence with actual retail sell-through rates and support a disciplined channel inventory management approach. While this strategy reduced
recognized wholesale revenue during the period, we believe it helped preserve our brand pricing, reduce channel inventory risk and position
our distribution network for the rollout of our higher-margin, next-generation vehicle lineup.
Revenue from Pontoon Boats remained relatively stable, decreasing by approximately $55,640, or 4.3%, from $1.31 million for the three months ended June 30, 2025 to $1.25 million for the three months ended June 30, 2026. The decrease primarily reflected lower sales of Pontoon Boats.
Revenue
from sales of Pontoon Boats decreased by $0.1 million, or 28.2%, from $0.5 million during the three months ended March 31, 2025 to $0.4
million for the three months ended March 31, 2026. The decrease primarily reflected the continued softness in the recreational marine
sector, which remained affected by elevated interest rates, inflationary pressures and tighter consumer and dealer financing conditions.
Consistent
with our operating approach in fiscal year 2025, we continued to exercise discipline in managing wholesale shipments to dealers and avoided
pushing inventory into a financially constrained distribution channel. Dealer floorplan financing conditions remained challenging, which
continued to limit wholesale purchasing appetite across the industry. In response, we maintained a cautious shipment strategy while continuing
to evaluate opportunities to expand higher-margin and more controllable sales channels, including our Direct-to-Consumer approach. Although
this disciplined approach reduced recognized revenue from Pontoon Boats during the first quarter of 2026, we believe it helped mitigate
inventory and credit risks within the marine business.
CostGross
of revenue and gross profit
Gross profit increased by $0.4 million, or 6.1%, from $6.9 million in the second quarter of 2025 to $7.3 million in the second quarter of 2026. Gross margin increased to 48.8% from 36.3%. The margin expansion was primarily attributable to a more favorable mix of higher-margin products, improved component sourcing and cost controls, and continued discipline over freight, duty and other landed costs. The second quarter of 2026 also benefited from lower tariff rates on certain imported products and refunds or credits for tariffs previously paid, which reduced cost of revenue and helped offset the impact of lower sales volume.
Total
cost of revenue decreased by $3.0 million, or 28.4%, from $10.7 million for the three months ended March 31, 2025 to $7.6 million for
the three months ended March 31, 2026. This decrease was primarily attributable to lower overall sales volume, particularly within our
core UTVs, ATVs and e-bikes segment, as we continued to execute our disciplined wholesale shipment strategy and align production and
inventory levels with actual retail demand.
Cost
of revenue for our core UTVs, ATVs and e-bikes segment decreased by $3.6 million, or 32.8%, from $11.0 million for the three months ended
March 31, 2025 to $7.4 million for the three months ended March 31, 2026. This reduction was broadly consistent with our strategically
recalibrated wholesale shipment volumes to major big-box retail partners. In addition, the decrease in cost of revenue outpaced the 20.0%
decline in segment revenue, reflecting management’s continued efforts to optimize inbound component sourcing, improve manufacturing
efficiency and control landed costs, including freight and duty-related costs, despite continued tariff uncertainty and inflationary
pressure.
Cost
of revenue for our Pontoon Boats segment decreased by $0.2 million, or 46.3%, from $0.5 million for the three months ended March 31,
2025 to $0.3 million for the three months ended March 31, 2026. This decrease was primarily driven by lower sales volume in the
recreational marine business as we continued to manage wholesale shipments cautiously in response to weak industry demand, elevated
interest rates and tighter dealer floorplan financing conditions. Consistent with our fiscal year 2025 operating approach, we
avoided pushing inventory into a financially constrained wholesale channel and continued to focus on protecting per unit economics
and brand pricing.
Our
gross profit increased by $0.9 million, or 20.1%, from $4.2 million for the three months ended March 31, 2025 to $5.1 million for the
three months ended March 31, 2026. Our overall gross margin increased from 28.4% for the three months ended March 31, 2025 to 39.9% for
the three months ended March 31, 2026. The improvement in gross margin was primarily attributable to a more favorable product mix, improved
cost controls, enhanced sourcing efficiency and the absence in the first quarter of 2026 of the cost impact associated with the repurchase
of inventory under a litigation settlement recorded in the first quarter of 2025.
ForCost
ourof revenue for UTVs, ATVs and e-bikeselectric segment,bikes decreased by $4.2 million, or 38.6%, from $10.9 million to $6.7 million, while gross profit
increased by $0.5$0.3 million, or 3.8%, from $4.4$6.7 million for the three months ended March 31, 2025
to $5.0$7.0 millionmillion. for the three months ended March 31, 2026, and grossGross margin improvedincreased to 51.2% from 28.8%38.2%. to 40.8%. ThisThe margin expansion
was primarily
driven by a favorable shift in product mix toward higher-margin models, improved component sourcing and continuedcost discipline in managing
freight, dutycontrols, and otherlower freight
and landed costs. In addition, lower tariff rates on certain imported products and refunds or credits for tariffs previously paid reduced
freight and duty costs during the second quarter of 2026. These measuresbenefits helpedmore than offset the impacteffect of lower wholesale shipment volumes and ongoing macroeconomic
cost pressures.volume.
Cost of revenue for Pontoon Boats decreased by approximately $0.2 million, or 18.1%, from $1.2 million to $1.0 million, while gross profit increased by approximately $0.2 million, or 118.6%, from $0.1 million to $0.3 million. Gross margin increased to 23.2% from 10.1%, primarily reflecting a more favorable product mix, enhanced material-cost controls and improved management of inbound shipping and other landed costs.
For
our Pontoon Boats segment, gross profit increased by $0.1 million, from $35,619 for the three months ended March 31, 2025 to $112,089
for the three months ended March 31, 2026, and gross margin improved from 6.9% to 30.4%. This improvement reflected our continued pivot
away from lower-margin wholesale clearing activities and toward a more disciplined sales approach, including higher-margin and more controllable
sales channels. The improvement also benefited from enhanced material cost controls and more efficient management of inbound shipping
and landed costs within our marine product line.
Repurchase
of goods and cost of inventory recovered from litigation settlement
On
February 19, 2025, we entered into a settlement agreement with a dealer to repurchase certain ATVs and pontoon boats at an agreed percentage
of the original invoices amount. In connection with this settlement, we recorded a sales reduction of $1.0 million and recognized $0.8
million as the cost of repurchased inventory in the first quarter of fiscal 2025. As a result, our gross profit was reduced by $0.2 million.
Our
selling expenses mainly include warranty expense, advertising and promotion expense, shipping and handling fees and merchant service
fees. Selling expenses decreased by $0.6$0.5 million, or 32.4%,20.9%, from $1.9$2.2 million for the three months ended MarchJune 31,30, 2025 to $1.3$1.7 million
for the three months ended MarchJune 31,30, 2026.2026, Asrepresenting a percentage11.4% of totalrevenue revenue,in sellingboth expenses decreased from 12.5% for the three months
ended March 31, 2025 to 9.9% for the three months ended March 31, 2026.periods.
The
decrease was primarily attributable to lower shipping and handling expenses associated with the reduction inreduced wholesale shipment volumes
to our major
big-box retail customers. Historically,It higherwas salesalso volumessupported by lower warranty-related costs resulting from enhanced quality-control measures and
the continued use of UTVsour andtraveling ATVstechnician toteam. theseIn customers resulted in elevated outbound
freight costs, as we generally cover shipping costs for these accounts. Duringaddition, the firstsecond quarter of 2026,2026 asincluded wethe continuedreversal and reclassification
of certain advertising costs to execute
asales disciplineddiscounts, wholesalewhich shipmentfurther strategy and align shipment cadence with actual retail sell-through rates, our outbound freight and
relatedreduced selling costs decreased accordingly.expenses.
The
decrease was also supported by continued efficiencies in warranty-related expenses. We continued to benefit from enhanced quality control
measures and our traveling technician team, which allowed us to manage repair costs and respond to customer service requests more efficiently.
As a result, the decline in selling expenses outpaced the decrease in total revenue during the period, contributing to the improvement
in operating efficiency for the three months ended March 31, 2026.
Our
general and administrative expenses primarily include salaries and benefits, professional fees, office expenses, travel expenses, insurance
expensesexpenses, rent and depreciation expenses. General and administrative expenses remaineddecreased relativelyby stable$0.8 atmillion, $4.2or 18.0%, from $4.4 million
for both the three
months ended MarchJune 31,30, 20262025 andto 2025,$3.6 with a slight increase of $1,239. Our general and administrative expenses represented 33.2% and
28.3% of our total revenuemillion for the three months ended MarchJune 31,30, 20262026. These expenses represented 24.3% and
23.4% 2025,of revenue, respectively. The increase as a percentage of total revenue
was mainly due to the decrease inprimarily revenuereflected duringlower thesalaries firstand quarterbenefits, ofprofessional fiscalfees 2026.and insurance expenses,
partially offset by higher rent and other general administrative expenses.
Our
salaries and benefits increased by $0.4 million, or 30.8%, from $1.3 million for the three months ended March 31, 2025 to $1.8 million
for the three months ended March 31, 2026, representing 41.6% and 31.8% of our total general and administrative expenses for the three
months ended March 31, 2026 and 2025, respectively. The increase was primarily due to a slight increase in headcount during the first
quarter of fiscal 2026 compared with the same period in the prior year.
Our
rent expenses increased by $0.1 million, or 12.8%, from $0.9 million for the three months ended March 31, 2025 to $1.0 million for the
three months ended March 31, 2026, representing 24.1% and 21.4% of our total general and administrative expenses for the three months
ended March 31, 2026 and 2025, respectively. The increase was primarily due to higher renewal rent rates and the continued impact of
lease arrangements entered into in prior periods.
Our
professional fees decreased by $34,404, or 6.0%, from $572,267 for the three months ended March 31, 2025 to $537,863 for the three months
ended March 31, 2026, representing 12.7% and 13.6% of our total general and administrative expenses for the three months ended March
31, 2026 and 2025, respectively.
OurSalaries
insuranceand expensesbenefits decreased by $0.2approximately $0.7 million, or 47.2%,33.0%, from $426,707$2.0 million for the three months ended MarchJune 31,30, 2025 to $225,267$1.3 for the threemillion
months ended March 31, 2026, representing 5.3% and 10.1% of our total general and administrative expenses for the three months ended
March 31,June 202630, 2026, representing 45.1% and 2025,36.8% of general and administrative expenses, respectively.
Rent expense increased by approximately $0.2 million, or 28.0%, from $0.6 million for the three months ended June 30, 2025 to $0.8 million for the three months ended June 30, 2026, representing 14.0% and 21.9% of general and administrative expenses, respectively. The increase primarily reflected higher renewal rental rates and the continued impact of lease arrangements entered into in prior periods.
Professional fees decreased by approximately $0.1 million, or 32.9%, from $0.4 million for the three months ended June 30, 2025 to $0.3 million for the three months ended June 30, 2026, representing 8.4% and 6.9% of general and administrative expenses, respectively. The decrease primarily reflected the timing of legal and other professional services.
Insurance expense decreased by approximately $0.3 million, or 53.7%, from $0.5 million for the three months ended June 30, 2025 to $0.2 million for the three months ended June 30, 2026, representing 11.9% and 6.7% of general and administrative expenses, respectively. The decrease was primarily attributable to the Company’s cost-control initiatives, including a review and optimization of its insurance coverage to better align with its operating needs.
Other general and administrative expenses, consisting principally of office and general expenses, travel, supplies, depreciation, bad-debt expense, bank charges and equipment costs, increased in the aggregate by approximately $0.1 million, or 10.2%, from $0.9 million for the three months ended June 30, 2025 to $1.0 million for the three months ended June 30, 2026.
Overall,
the increase in salaries and benefits and rent expenses was offset by decreases in professional fees, insurance expenses and other general
administrative expenses, resulting in general and administrative expenses remaining relatively stable for the three months ended March
31, 2026 compared with the same period in 2025.
OurResearch
research and development expenses decreasedincreased by approximately $0.2 million, or 25.3%,200.0%, from $0.8$0.1 million for the three months ended MarchJune 31,30, 2025
to to
$0.6$0.3 million for the three months ended MarchJune 31,30, 2026. As a percentage of total revenue, research and development expenses decreasedincreased from
from0.8% 5.6%to for1.9%. The increase primarily reflected the threetiming monthsand endedscope Marchof 31,selected 2025vehicle-model todevelopment 4.9%and forproduct-enhancement activities
during the threesecond monthsquarter ended March 31,of 2026.
The
decrease was primarily attributable to the timing and scope of product development activities during the first quarter of 2026. Following
the completion of certain development initiatives in prior periods, we continued to focus our research and development efforts on selected
higher-margin vehicle models and product enhancements rather than broad-based development spending. We expect to continue investing in
research and development activities to support our next-generation product lineup, while maintaining discipline over the timing and scale
of such spending.
LossIncome
from operations
LossIncome
from operations decreasedincreased by $1.7approximately $1.5 million, or 61.6%, from $2.7$0.1 million for the three months ended MarchJune 31,30, 2025 to $1.0$1.7 million for
the three months ended MarchJune 31,30, 2026. The improvementincrease was primarily attributable to anthe $0.4 million increase in gross profit ofand $0.9the $1.1 million and
a decrease in total operating expenses ofdiscussed $0.8 million.above.
Interest expenses
Interest expense decreased by approximately $55,200, or 86.6%, from $63,700 to $8,500, primarily because the Company had no outstanding bank borrowings during the second quarter of 2026.
The
increase in gross profit was driven by improved gross margin in both our UTVs, ATVs and e-bikes segment and our Pontoon Boats segment,
as discussed above. The decrease in operating expenses was mainly due to lower selling expenses resulting from reduced wholesale shipment
volumes and related outbound freight costs, as well as lower research and development expenses during the period.
Other income, net increased by approximately $106,000, or 398.5%, from $26,600 for the three months ended June 30, 2025 to $132,600 for the three months ended June 30, 2026. The increase was primarily attributable to interest income earned on cash balances, partially offset by losses on the disposal of property and equipment and other miscellaneous non-operating items.
Other
income, net decreased by $75,917, or 96.5%, from $78,698 for the three months ended March 31, 2025 to $2,781 for the three months ended
March 31, 2026. The decrease was primarily attributable to the absence of certain miscellaneous or non-recurring income items that benefited
the first quarter of fiscal 2025. Other income, net for the three months ended March 31, 2026 represented a normalized level of incidental
income without the impact of significant one-time settlement or other non-operating income items.
We
recorded an unrealized loss on crypto assets of $135,125approximately $52,900 for the three months ended MarchJune 31,30, 2026. No such unrealized loss
was recorded
for the three months ended MarchJune 31,30, 2025. The unrealized loss was primarily attributable to changes in the fair value of crypto assets
held by the Company during the period.
MAMO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding MAMO (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 12,600 | $12.6K | — | Sold out |