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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Massimo Group (Name of Issuer) |
Common stock, par value $0.001 per share (Title of Class of Securities) |
57628N101 (CUSIP Number) |
David Shan 3101 W Miller Road, Garland, TX, 75041 (877) 881-6376 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 57628N101 |
| 1 |
Name of reporting person
David Shan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
32,122,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
77.329 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares reported in rows 7, 9 and 11 in the table above does not include (i) option to purchase 23,430 shares of common stock, issued to the Reporting Person pursuant to stock option grant agreement dated May 22, 2024, entered into by and between the Issuer and the Reporting Person; and (ii) 37,500 shares of common stock issued to the Reporting Person pursuant to restricted stock unit award agreement dated May 22, 2024, entered into by and between the Issuer and the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Massimo Group | |
| (c) | Address of Issuer's Principal Executive Offices:
3101 W Miller Road, Garland,
TEXAS
, 75041. | |
Item 1 Comment:
The Issuer's Common Stock is listed on the Nasdaq Capital Select Market under the symbol "MAMO." | ||
| Item 2. | Identity and Background | |
| (a) | David Shan | |
| (b) | c/o Massimo Group,
3101 W Miller Road,
Garland, TX 75041 | |
| (c) | The principal business of the Reporting Person is serving as Chief Executive Officer and Chairman of the Board of Directors of the Issuer. | |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person has not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in or incorporated by reference into Items 4, 5 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 3.
In his capacity as Chief Executive Officer and Chairman of the Board of Directors of the Issuer, the Reporting Person has from time to time been awarded pursuant to the Issuer's equity incentive plans, in consideration of the Reporting Person's services to the Issuer, options to purchase the Issuer's common stock and restricted stock units pursuant to which the Reporting Person may acquire the Issuer's common stock, which options and restricted stock units are described below.
On May 22, 2024, the Issuer granted the Reporting Person an option to purchase 23,430 shares of the Issuer's common stock at an exercise price of $4.268 per share, the option shall vest on May 22, 2025, subject to the terms and conditions of the 2024 Equity Incentive Plan and a stock option grant agreement dated May 22, 2024 (the "Option Agreement").
On May 22, 2024, the Issuer granted the Reporting Person an award of restricted stock units covering 75,000 shares of the Issuer's common stock, subject to the terms and conditions of the Issuer's 2024 Equity Incentive Plan and a restricted stock unit award agreement thereunder (the "RSU Agreement" together with the Option Agreement as the "Agreements"). The 37,500 restricted stock units vested on November 22, 2024, with the renaming 37,500 restricted stock units vesting on May 22, 2025.
The foregoing descriptions of the Agreements are qualified in their entirety by reference to the Agreement, which are filed as Exhibit 1 and 2 to this Schedule 13D and are incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
The disclosure provided in Item 3 above is incorporated herein by reference.
The Reporting Person serves as Chief Executive Officer and Chairman of the Board of Directors of the Issuer and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Subject to the Issuer's Insider Trading Policy, the Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances.
Except as described herein, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4.
The Reporting Person may, from time to time, purchase additional securities of the Issuer either in the open market or in privately-negotiated transactions or through exercises of stock options, depending upon the Reporting Person's evaluation of the Issuer's business, prospects and financial condition, the market for such securities, other opportunities available to the Reporting Person, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Person may also decide to hold or dispose of all or part of his investments in securities of the Issuer and/or, subject to the Issuer's Insider Trading Policy, enter into derivative transactions with institutional counterparties with respect to the Issuer's securities. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D, the Reporting Person beneficially owns an aggregate of 32,122,500 shares of common stock, or 77.329% of the Issuer's outstanding shares of common stock. The beneficial ownership percentages used in this Schedule are calculated based on the 41,539,950 shares of the Issuer's common stock outstanding as of January 13, 2025. | |
| (b) | Mr. Shan may be deemed to hold sole voting and dispositive power over 32,122,500 shares of common stock of the Issuer. | |
| (c) | Except as described in Items 3 and 4 of this Schedule, which descriptions are incorporated herein by reference, the Reporting Person has not effected any transactions in the Common Stock during the past 60 days. | |
| (d) | No person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule. | |
| (e) | Not Applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Information set forth in Items 3 and 4 is incorporated herein by reference.
Except as described herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1. Stock Option Grant Agreement between the Issuer and the Reporting Person, dated May 22, 2024.
2. Restricted Stock Unit Award Agreement between the Issuer and the Reporting Person, dated May 22, 2024 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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