Massimo Plans to Acquire 100% Equity of FST Development Company

Massimo announced that it has entered into a non-binding letter of intent to acquire 100% of the equity interests of FST Development Company. FST is valued at a pre-money equity valuation of approximately $38M to $50M. Massimo intends to acquire 100% of FST's equity interests for total purchase consideration ranging from approximately $27M to $35M. The purchase consideration may be satisfied through the issuance of Massimo common stock, payment of cash of equivalent value, or a combination of both, as to be agreed in the definitive transaction documents. Any equity consideration issued in connection with the transaction will be subject to a six-month contractual lock-up period following the closing. The release of such shares, if any, will be contingent upon the achievement of post-acquisition performance milestones and the successful integration of FST's operations, as determined at the sole discretion of Massimo Group's CEO. The LOI provides for a 60-day exclusivity period during which the parties will conduct confirmatory due diligence and negotiate definitive transaction documents. The parties intend to execute final agreements by late March 2026, subject to customary closing conditions, including: approval by the respective boards of directors; receipt of applicable regulatory approvals and completion of satisfactory financial, legal, and operational due diligence. The LOI is non-binding and does not obligate either party to consummate the proposed transaction. There can be no assurance that definitive agreements will be executed or that the acquisition will be completed.