UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~January 2616, ~~2025~~2026

MASSIMO GROUP

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code:

(877) 881-6376

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		MAMO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 45.0102. ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~June~~January 2616, ~~2025~~2026, the ~~audit~~Board ~~committee~~ of Directors (the ~~board~~“Board”) of ~~directors of~~ Massimo Group (the “Company”), ~~after~~accepted ~~discussion~~Dr. ~~with~~Yunhao Chen’s ~~the~~letter ~~management~~ of ~~the~~resignation ~~Company,~~as ~~approved~~Chief ~~the~~Financial ~~dismissal~~Officer ofand ZHdirector ~~CPA,~~of ~~LLC (“ZH CPA”),~~ the Company~~’s independent registered public accounting firm~~, ~~and~~effective ~~approved~~as ~~the appointment~~ of ~~HHL~~January ~~LLP~~16, ~~(“HHL”)~~2026. asDr. ~~the Company~~Chen’s ~~independent registered public~~decision ~~account~~to ~~firm~~resign ~~for~~is ~~the~~not ~~fiscal~~due ~~year~~to ~~ending~~any ~~December~~disagreement ~~31,~~with ~~2025,~~the ~~effective June 30~~Company, ~~2025. As of~~ the ~~date of dismissal~~Board, ZHor ~~CPA~~any ~~had~~member ~~not~~of ~~provided a report regarding~~ the Company’s ~~financial statements for any periods ending subsequent to December 31, 2024~~management.

~~During~~In ~~the~~connection ~~interim~~with ~~period~~this ~~from August 26~~transition, ~~2022,~~ the ~~date~~Board ~~ZH CPA was~~ appointed, toMr. ~~June~~David 26Shan, ~~2025,~~currently the ~~date~~Chief ofExecutive ~~dismissal,~~Officer ~~there were no (a) disagreements (as defined in Item 304(a)(1)(iv)~~ of ~~Regulation S-K and~~ the ~~related instructions) with ZH CPA on any matter of accounting principles or practices~~Company, ~~financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved~~ to ~~the~~serve ~~satisfaction of ZH CPA, would have caused ZH CPA to make reference to such disagreement in its report or (b) “reportable events” (~~as ~~defined~~ inInterim ~~Item~~Chief ~~304(a)(1)(v)~~Financial Officer of ~~Regulation S-K and~~ the ~~related instructions)~~Company, ~~except~~effective ~~that~~immediately. ~~there~~The ~~were material weaknesses in the~~ Company~~’s internal~~ ~~control~~is ~~over~~currently ~~financial~~undergoing ~~reporting~~a ~~reported~~search ~~by the Company on its Quarterly Report on Form 10-Q~~ for ~~the~~a ~~period~~permanent ~~ended March 31,~~Chief ~~2025~~Financial ~~and~~Officer its Annual Report on From 10-K for the year ended December 31, 2024, 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~~appropriate ~~client and lack of effectiveness of controls over accurate accounting and financial reporting and reviewing the underlying financial statement elements~~experience.

~~During~~There ~~the~~are ~~fiscal~~no ~~years~~arrangements ~~ended~~or ~~December~~understandings ~~31,~~between ~~2024~~Mr. ~~and~~Shan ~~2023,~~ and ~~the~~any ~~subsequent~~other ~~interim~~persons ~~period~~pursuant ~~through June 30, 2025, the Company did not consult with HHL regarding the application of accounting principles~~ to awhich ~~specific~~he ~~completed~~was orselected ~~contemplated~~as ~~transaction~~Interim orChief ~~regarding the type~~Financial ofOfficer. ~~audit opinions that might be rendered by HHL on the Company’s financial statements~~Additionally, ~~and~~there ~~HHL~~are ~~did~~no ~~not~~transactions ~~provide~~in ~~any~~which ~~written~~Mr. orShan ~~oral advice~~has ~~that was~~ an ~~important~~interest ~~factor~~requiring ~~considered~~disclosure byunder ~~the~~Item ~~Company in reaching~~ 404(a) ~~decision~~of ~~as to any such accounting, auditing or financial~~Regulation ~~reporting issue~~S-K.

The Company provided ZH CPA with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that ZH CPA furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statement and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated July 1, 2025, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K:

Exhibit No.		Description
16.1		Letter from ZH CPA, LLC. dated July 1, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: July 1, 2025	MASSIMO GROUP
Dated: January 23, 2026	MASSIMO GROUP
	By:	/s/ David Shan
	Name:	David Shan
	Title:	Chief Executive Officer

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