Massimo Group

Overview

Massimo Group is a U.S.-based provider of utility-focused powersports and recreational vehicles, serving rural, agricultural, and commercial customers through a nationwide distribution and service network that enables broad market coverage, efficient product delivery, and ongoing dealer and customer support. Our product portfolio includes utility terrain vehicles (“UTVs”), all-terrain vehicles (“ATVs”), golf carts, scooters, and pontoon boats. We are focused on transitioning the traditional powersports category toward utility-driven, all-weather mobility solutions designed for year-round use across agricultural, commercial and recreational applications.

We position our business as a provider of practical, utility-driven mobility solutions rather than a provider of purely recreational products. Our vehicles are designed for real-world applications, including farming, land management, property maintenance, security, and light industrial use. A significant portion of our customer base operates in rural and agricultural markets. This aligns our business with essential-use demand rather than purely discretionary consumer spending.

We manufacture, import and distribute a diversified portfolio of utility and recreational vehicles across multiple product categories. We plan to offer All-Weather options for all UTVs in the future. We are advancing the UTV category through fully enclosed, HVAC-equipped vehicles designed for year-round operation across diverse climates and working environments, including models such as the Sentinel 570 and Sentinel 770, with additional models planned. We have also been developing new product lines, such as electric vehicle (“EV”) chargers and electric Pontoon Boats, all of which are currently available for sale. In addition to distributing our products, we aim to provide unparalleled customer service, which includes over 600 motor vehicles and 5,500 marine third-party service providers across the United States, 24-hour customer support and an approximately 40,000 sq. ft. parts facility which enables us to fulfill most parts orders within 48 hours. We believe our distribution and service infrastructure is a key competitive advantage, enabling broad national coverage, efficient fulfillment, and strong dealer and customer support.

We are headquartered in a 376,000 sq. ft. facility, of which 280,000 sq. ft. is dedicated to Massimo Motor Sports LLC (“Massimo Motor Sports”) and 96,000 sq. ft. to Massimo Marine LLC (“Massimo Marine”). Our Dallas, Texas, facility sits next to seven acres of boat storage and includes a design center, two manual assembly lines, an automated robotic vehicle-assembly line, a parts department, a test track, a dynamometer, and more than 30 loading docks. Our products are sold directly by us in the e-commerce marketplace and through a network of dealerships, distributors, and chain stores. We have a significant in-store UTV retail partnership with Tractor Supply Co. In March 2025, we expanded our distribution capabilities through an e-commerce platform in partnership with Ekho Dealer, enabling customers to browse, configure, and purchase vehicles online while integrating directly with our dealer network for fulfillment and service. This capability enhances our omnichannel distribution strategy.

We manufacture and assemble our products in our Dallas facility and rely on an international network of strategic global partnerships to supply us with parts and components. In 2017, we began a partnership with Linhai Yamaha Motor Co., located in Shanghai, China, which allowed us to rapidly expand our product line and increase the performance of our vehicles.

On June 11, 2024, we entered into a strategic partnership agreement with Armlogi Holding Corp (“Armlogi”), a U.S.-based warehousing and logistics service provider, to gain access to Armlogi’s warehousing facilities and tailored logistics services for fast order fulfillment of our UTVS, ATVs, Go-Karts and Golf Carts. Pursuant to the agreement, Armlogi will receive containers of our vehicle kits arriving from Asian suppliers at its warehouses in Savannah, GA, Edison, NJ, and Walnut, CA. Massimo will provide vehicle assembly at the warehouses, and Armlogi will supply inventory management, storage services, logistics, and delivery to final order destinations.

Strategic Positioning

We are evolving from a traditional powersports company into a utility mobility platform supported by a nationwide distribution and service infrastructure. Our strategy is centered on expanding all-weather vehicle capabilities, strengthening our dealer and service network, and enhancing our ability to serve both retail and commercial customers.

AI Technology Expansion

In December 2025, the Company established Massimo AI Technology, Inc., a wholly-owned subsidiary focused on exploring the integration of advanced technologies into our operations and product ecosystem. These efforts are currently in the early research and development stage and include evaluating applications in industrial automation, logistics, and intelligent systems. We are developing capabilities in areas such as machine vision, sensor integration, and control systems; however, these initiatives are in development and may not result in commercially viable products or services.

In February 2026, the Company entered into a non-binding letter of intent to acquire 100% of FST Development Company Limited, a technology firm specializing in intelligent hardware and AI-driven solutions, to accelerate our integration of AI and health-robotics technology across our product lines. However, as the letter of intent is non-binding, there can be no assurance that a definitive agreement will be executed or that the transaction will be completed; furthermore, even if completed, the acquisition may not achieve the expected strategic benefits or synergies.

Corporate History

Massimo Motor Sports was initially formed as a limited liability company in Texas on June 30, 2009. Massimo Marine was formed as a limited liability company in Texas on January 6, 2020. At the time of the respective formations, Mr. David Shan had held one hundred percent (100%) of the issued and outstanding membership interests of Massimo Motor Sports and Massimo Marine.

On October 10, 2022, Massimo was formed, with Mr. David Shan as the sole stockholder. On June 1, 2023, the Company effectuated an internal reorganization whereby (i) Asian International Securities Exchange Co., Ltd. (“AISE”) entered into two separate contribution agreements with Massimo Marine and Massimo Motor Sports, respectively, whereby AISE contributed $1,000,000 to Massimo Marine and $1,000,000 to Massimo Motor Sports in exchange for fifteen percent (15%) of membership interests in both entities, and (ii) simultaneously, on the same date, Mr. David Shan and AISE contributed their membership interests in Massimo Marine and Massimo Motor Sports, which was eighty-five percent (85%) and fifteen percent (15%) respectively, to Massimo in exchange for shares of common stock, par value $0.001 (“common stock”) of Massimo, the end result being that Mr. David Shan and AISE owned eighty-five percent (85%) and fifteen percent (15%) of Massimo (the “Reorganization”) prior to our initial public offering.

Listing

Our common stock began trading on April 2, 2024, on The Nasdaq Capital Market (“Nasdaq”) under the symbol “MAMO.”

Competitive Strengths

We believe the following strengths position us to continue to grow our business and expand our market presence:

All-Weather Product Innovation and Differentiation

We are focused on advancing the utility vehicle category through the introduction of fully enclosed, HVAC-equipped vehicles designed for year-round use. These all-weather platforms, including our Sentinel series, enable operation across a wide range of climates and applications, expanding the traditional use cases of UTVs beyond seasonal recreation into daily utility and commercial use. We believe this differentiation enhances our competitive positioning and increases our addressable market.

Scaled Distribution and Service Network

We have developed a broad distribution and service infrastructure across the United States, including a large network of independent dealers, national retail partners, and third-party service providers. This network enables us to reach customers across rural, agricultural, and commercial markets while providing ongoing service and support. Our parts and service capabilities, including rapid fulfillment and nationwide technician support, contribute to customer satisfaction and long-term relationships with dealers and end users.

Omnichannel Sales and Dealer Integration

We utilize a multi-channel distribution strategy that includes dealers, national retail partners, and e-commerce platforms. In 2025, we enhanced our digital capabilities through an e-commerce platform integrated with our dealer network, enabling customers to browse, configure, and purchase vehicles online while supporting dealer fulfillment and service. This omnichannel approach allows us to meet evolving customer purchasing preferences while strengthening dealer relationships.

Diversified Product Platform

We offer a diversified portfolio of products across multiple categories, including UTVs, ATVs, golf carts and electric utility carts, motorcycles, youth products and pontoon boats. This breadth allows us to serve a wide range of customer needs and reduces our reliance on any single product category. In addition, our product lineup includes both recreational and utility-focused vehicles, as well as entry-level and higher-value offerings, supporting customer acquisition and long-term brand engagement.

Utility-Focused Customer Base

A significant portion of our customers are engaged in agriculture, land management, and other utility-driven applications. This positions our business within essential-use demand segments, which we believe are more resilient than purely discretionary recreational markets.

Scalable and Flexible Supply Chain

We maintain relationships with a global network of manufacturing partners, enabling us to offer competitively priced products while maintaining quality standards. At the same time, we are actively working to diversify our supply chain by expanding sourcing across multiple regions and evaluating assembly and manufacturing opportunities outside of China. These initiatives are intended to improve resilience, reduce risk, and enhance operational flexibility.

Integrated Operations and Distribution Infrastructure

We operate from a 376,000 sq. ft. facility in Dallas, Texas, which serves as a central hub for assembly, product development, parts distribution and logistics. The facility includes design and testing capabilities, assembly lines, parts operations, and logistics infrastructure with more than 30 loading docks, supporting efficient product handling and shipment.

This centralized infrastructure allows us to assemble, accessorize, and prepare vehicles for shipment efficiently, enabling timely delivery to dealers, retailers, and customers. In addition, we have expanded our logistics capabilities through a partnership with Armlogi, providing access to strategically located warehousing facilities and enhanced inventory management and distribution services across key regions in the United States.

We believe our integrated operations and distribution capabilities support scalability, improve fulfillment speed, and enhance our ability to serve our dealer network and retail customers.

Experienced Management and Operational Leadership

Our management team has extensive experience in product development, sourcing, distribution, and retail execution within the powersports and outdoor industries. The team has demonstrated the ability to identify market opportunities, introduce new products, and expand distribution channels. We believe our leadership team is well-positioned to execute on our strategic initiatives, including expanding our all-weather vehicle platform, strengthening our dealer network, developing commercial and fleet sales channels, and enhancing our operational capabilities.

Strategy

Our strategy is focused on expanding our position as a provider of utility-focused vehicles and mobility solutions, supported by a scalable distribution and service platform. We are focused on increasing market share through product innovation, distribution expansion, and entry into new customer segments, including commercial and fleet applications.

Our key strategic initiatives include:

Products

We offer a diversified portfolio of utility-focused and recreational vehicles, including UTVs, ATVs, golf carts and electric utility carts, motorcycles, pontoon boats, and a range of accessories and related products. Our product strategy is centered on delivering practical, durable, and feature-rich vehicles designed for both work and recreational use across rural, agricultural, and commercial applications.

The majority of our products are imported directly from our manufacturer network to our facility in Dallas where they are assembled, accessorized and inspected before shipment to a distributor or direct to the customer, with the exception of our Pontoon Boats, which are wholly manufactured at our Dallas facility. With the exception of our products designed for industry usage, our products are designed to serve both recreational and utility-focused applications, with increasing emphasis on commercial, agricultural and fleet use cases.

We constantly monitor the consumer market and consult with suppliers to determine what new products we can offer customers. In determining whether to commence distributing a product, among other things, we consider the quality and reliability of the product, the value we believe we can deliver to the consumer based on the price to be paid to the supplier and the reliability of the supplier.

ATV and UTV

Our ATV and UTV lineup include a range of models designed for both recreational and utility use, with applications including farming, land management, property maintenance, and outdoor recreation. Our UTV platform is a core focus of our product strategy, particularly as we expand into all-weather, HVAC-equipped models designed for year-round use.

We offer both gas-powered and electric models across our ATV and UTV categories, supported by a full line of accessories and replacement parts. We continue to prioritize product enhancements that improve durability, functionality, and operator comfort.

Massimo Sentinel 1500 HVAC Crew UTV

Massimo Sentinel 770 HVAC UTV

Massimo Buck 550-6 Crew UTV

Massimo T-Boss 560 UTV

Massimo MSA 760 ATV

Massimo MSA 450F ATV

Massimo MVR 2X and Massimo MVR Cargo Max Electric Golf Carts

Golf Carts and Electric Utility Carts

Our golf cart and electric utility cart lineup represents a growing segment of our business, serving both recreational and commercial applications. These vehicles are used in a variety of settings, including residential communities, campuses, hospitality environments, and light industrial and commercial operations.

We offer a range of electric golf carts and utility carts with features focused on comfort, efficiency, and customization. Our newer models include premium features such as enclosed cabins and HVAC systems, which are particularly attractive for commercial and fleet applications requiring year-round usability.

We believe our electric cart platform is well-positioned for expansion, particularly as we develop our fleet sales program targeting commercial customers seeking reliable, low-maintenance, and environmentally friendly transportation solutions.

Massimo MVR HVAC Pro

Massimo MVR HVAC Cargo Max Pro

Recreational Pontoon Boats

Our marine division focuses on recreational pontoon and tritoon boats designed for leisure, fishing, and family-oriented activities.

We entered the pontoon boat market in 2020 and have since developed a portfolio of both gas-powered and electric-powered models, supported by a full line of replacement parts and accessories.

We manufacture our pontoon boats at our Dallas, Texas facility and continue to evaluate opportunities to optimize product offerings, distribution and operational efficiency within this segment as part of our broader portfolio strategy.

We have also expanded our presence in electric marine propulsion through a partnership with Vision Marine Technologies Inc. (“Vision Marine”), under which certain of our pontoon boats are equipped with Vision Marine’s E-Motion™ 180E Powertrain System, a turnkey electric propulsion solution.

Massimo Marine Pontoon Boat

Massimo Marine Tritoon Boat

For the 2026 model year, we are introducing product enhancements across our marine lineup. Our 22-foot and 24-foot models will include optional removable modular kitchen units featuring an integrated sink, handheld sprayer, refrigeration, and grilling capabilities. In addition, our 25-foot models will include updated design and performance features, including new fencing configurations, enhanced stern design, wraparound windshield options, upgraded seating layouts, and dual helm configurations.

Motorcycles, Go Karts, Youth Products and Accessories

In addition to our core vehicle categories, we offer a broad range of gas-powered and electric-powered motorcycles, minibikes, go karts, and youth-oriented products. This segment represents a meaningful portion of our unit volume, with annual sales of youth and entry-level products in the tens of thousands of units.

Our youth product lineup includes go karts, minibike, and electric balance bikes designed for younger riders, as well as entry-level recreational vehicles for new powersports users. These products are designed to be accessible, easy to operate, and aligned with customer demand for recreational and family-oriented outdoor activities.

We believe this category plays an important role in introducing new customers to our brand, supporting long-term customer engagement, and providing a foundation for progression into our higher-value utility and recreational vehicle offerings.

Massimo MB200S Mini Bike

Massimo Mini 125 Go Kart

Massimo GKD200S Go Kart

Massimo MB200 Mini Bike

We offer a wide range of accessories for all of our vehicles including replacement parts and supplies, along with seasonal equipment such as snowplows and enclosures specially designed for our UTVs. Our outdoor accessories include EV chargers, portable solar panels, electric coolers and power stations.

Marketing

Our marketing strategy is focused on reaching rural, agricultural and commercial customers who rely on utility-oriented vehicles for work, property management and recreational use. A significant portion of our customer base consists of farmers, landowners, ranchers, and small business operators, positioning our products within essential-use applications rather than purely discretionary spending.

We primarily market and sell our products through a nationwide network of dealers and retail partners, supported by in-store merchandising, dealer-led marketing initiatives, and national retail relationships. These channels allow us to maintain strong local market presence while benefiting from broader brand visibility.

We have also expanded our digital capabilities to support evolving customer purchasing behavior. In March 2025, we launched an enhanced e-commerce platform through our partnership with Ekho Dealer, enabling customers to browse, configure, and purchase vehicles online while integrating with our dealer network for fulfillment and service. This omnichannel approach allows us to support both traditional in-store purchasing and online engagement.

Our product positioning emphasizes utility, durability and year-round usability. We are increasingly focused on promoting our HVAC-equipped, all-weather vehicles, which are designed to expand use cases beyond seasonal recreation and support daily operational needs in a variety of environments.

In addition, we are developing targeted marketing initiatives for commercial and fleet customers as we expand our presence in these segments. These efforts include direct engagement with fleet operators and businesses seeking utility vehicles for operational use.

We continue to leverage a combination of digital marketing, dealer partnerships, retail placement, and customer engagement programs to drive brand awareness, customer acquisition and long-term retention.

Multiple Distribution Channels

We sell our products through a diversified, omnichannel distribution platform that includes independent dealers, national retail partners, and e-commerce channels. We have established a broad dealer network with approximately 2,800 locations across the United States, including relationships with major retailers such as Tractor Supply Co., Lowe’s, Walmart, and others.

Our dealer network represents a core component of our go-to-market strategy, enabling localized sales, service, and customer engagement. We maintain long-term relationships with our dealer partners and support them through marketing programs, inventory management, and sales initiatives designed to drive product visibility and sell-through.

We have also expanded our digital capabilities through our e-commerce platform, including our partnership with Ekho Dealer, which enables customers to browse, configure, and purchase vehicles online while integrating with our dealer network for fulfillment and service. This omnichannel approach allows us to support evolving customer purchasing behavior while strengthening dealer relationships.

In addition, we maintain relationships with distributors and are selectively expanding into international markets, including initial efforts in Europe through independent distribution partners. We believe our diversified distribution model provides broad market access, enhances brand visibility and supports scalable growth across multiple customer segments.

Dedicated Customer Support and Service Infrastructure

Our customer engagement extends beyond the point of sale through a comprehensive service and support platform designed to maintain long-term customer relationships and ensure product performance. Post-sale activities include delivery confirmation, warranty registration, maintenance reminders and ongoing customer communication.

We maintain a dedicated team of full-time employees, including trained technicians, who provide support to both customers and dealers through online and telephone channels. Our support infrastructure is designed to assist with product operation, diagnostics, and maintenance across our full product portfolio.

We operate an approximately 40,000 sq. ft. parts facility that stocks a full line of parts, accessories, and maintenance items, enabling us to fulfill most parts orders within 48 hours. We also provide detailed parts diagrams and service manuals to support efficient maintenance and repair.

In addition, we have implemented a mobile technician program, with trained technicians deployed nationwide to provide on-site support to dealers and customers. These technicians assist with maintenance, training, diagnostics, and repair services, improving service responsiveness and reducing vehicle downtime.

Product Warranties

We provide warranty coverage designed to support product reliability and customer confidence across our product portfolio. We provide limited warranty coverage for defects in materials and workmanship in our ATVs, UTVs, golf carts, Go-Karts and motorcycles for a period of one year. The warranty is non-transferable for the period of coverage if the vehicle is resold. Our limited warranty is void if the vehicle is used as a rental, racing or any modifications are made to the product. Although we employ quality control procedures, a product is sometimes distributed which needs repair or replacement. Historically, product recalls have not had a material effect on our business.

We have entered into an exclusive arrangement with Mercury Marine, a division of Brunswick corporation (“Mercury Marine” or “Mercury”), so all of our Pontoon Boats come equipped with a Mercury outboard engine and parts. Our Mercury warranty and service program gives our customers access to 5,500 approved service centers in the United States. Like most luxury brands, we offer a ten-year warranty on the deck of the Pontoon Boats and a lifetime warranty on aluminum on many materials and workmanship and a three-year warranty for defects in critical parts including the structure, pontoons, fencing, channels, motor mounts and rotomold seat frames caused by poor workmanship. Because we are Mercury exclusive, our customers receive a three-year warranty offered by Mercury on everything supplied by Mercury, which includes digital control, hydraulic steering, throttle, steering system, engine, cables, and electrical. Our warranty, along with the Mercury are transferable during the original warranty period and are in line with top level original equipment manufacturers.

Financing Arrangements

We support our dealer network and end customers through a range of financing solutions designed to facilitate product accessibility and drive sales growth.

For dealer financing, we maintain floor plan arrangements with multiple providers, including Northpoint Commercial Finance, Automotive Finance Corporation (AFC), and Dealer Direct. These programs enable dealers and distributors to finance inventory purchases, with the Company typically receiving payment shortly after shipment. To support dealer adoption and inventory turnover, we offer promotional programs under which we subsidize interest costs for an initial period, generally up to 90 days.

For retail customers, we work with a network of third-party financing partners to provide installment loan and lease options across our product portfolio, including UTVs, ATVs, golf carts, and pontoon boats. These programs are designed to support a broad range of customers, including both prime and non-prime borrowers. We also offer promotional financing programs, including opportunities for qualified buyers to access low or zero percent APR financing on select models.

In addition, we have partnered with Horsepower Financial to offer lease financing options, providing customers with additional flexibility in how they acquire and use our vehicles.

As we continue to expand our portfolio of higher-value, HVAC-equipped vehicles and premium product offerings, we believe our financing relationships will play an increasingly important role in supporting customer adoption and driving sales growth by improving affordability and purchasing flexibility.

These financing programs are an important component of our go-to-market strategy, particularly as we expand into higher-priced product categories.

Manufacturing and Sourcing

We manufacture our Pontoon Boats in our 376,000 sq. ft. facility of which 280,000 sq. ft. is dedicated to Massimo Motor Sports and 96,000 sq. ft. to Massimo Marine. Our facility is adjacent to a seven-acre storage area for boats in Dallas, Texas. This space houses a design center, two assembly lines, training rooms, an approximately 40,000 square foot parts department, and over thirty loading docks. Structural components and other materials are sourced locally from a variety of suppliers and electrical components and engines are obtained through an exclusive arrangement with Mercury. We have entered into an exclusive arrangement with Mercury, so all of our Pontoon Boats come equipped with a Mercury outboard engine and parts.

Apart from the brand name items we offer to our customers, such as the outboard motor, depth finder, radio and stereo system, the materials and components used in our pontoons are generally available from multiple suppliers. If any supplier was unable to fulfill our needs, alternate sources are available. More than 60% of the value of our boats are USA sourced, thus limiting our risk for overseas interruption.

Substantially all products other than our boats, in particular our ATVs and UTVs, are sourced from select global manufacturers with which we have ongoing relationships. Our in-house sourcing and logistics personnel reach out to possible vendors, suppliers and raw material providers, and review their products and background to ensure that their products will meet our standards and that they can meet our needs on a timely basis. We review market trends with our major suppliers to coordinate manufacturing volumes and delivery dates and determine whether there is an opportunity to upgrade or accessorize a product to increase its customer appeal, the sales price and our margins. We currently have ongoing supply agreements in place with approximately 30 suppliers, two of which are located in the United States, one in Taiwan, one in Vietnam, and the majority in China.

In 2017, we entered into a partnership for engines with Linhai Yamaha Motor Co. which enabled us to increase the performance of our vehicles and offer new products. An agreement reached in 2019 with Kubota Japan enabled us to obtain a reliable diesel engine with which to enter the diesel UTV market. Currently, our top three suppliers are Linhai Powersports USA Corporation (“Linhai Powersports”), Huzhou Meiwen Textile Imp. & Exp. Co., Ltd. and Linhai Co., Ltd., all of which are located in China and supplied us with approximately 79% and 8% (by cost) of our products in the fiscal years ended December 31, 2024 and 2025, respectively.

We do not currently expect to suspend our production, sales or maintenance of any of our products or experience higher costs due to constrained capacity or materially increased commodity prices or challenges sourcing materials. We believe our supply chain can respond to expected consumer demand and we will be able to continue to supply products to our customers at reasonable prices. While we have not experienced material supply disruptions to date, we continue to monitor supply chain conditions and maintain flexibility in our sourcing strategy. There can be no assurance that future disruptions will not occur. We have not been affected by export restrictions or sanctions. Nevertheless, we are focusing on broadening our base of suppliers to reduce our dependence on a limited number of suppliers for the majority of our products, to minimize the risk of relying upon Chinese manufacturers, including the risk of fluctuations in the exchange rate between the U.S. Dollar and the legal currency of China (“Chinese RMB”) and impact of tariffs. Our ability to meet customer demand is significantly impacted by tariffs on imported components. The evolving tariff landscape, including tariffs applicable to Chinese imports, has introduced uncertainty and may directly affect our cost structure. While we continue exploring ways to mitigate this impact, including potential pricing adjustments, it remains uncertain whether we can pass these costs on to customers or if higher prices will negatively affect sales. For further details please see “Risk Factors - There is no assurance there will not be disruptions to trade between China and the United States.”

Research and Development

We invest in research and development (“R&D”) to support the design, enhancement, and expansion of our product portfolio, with a focus on improving performance, functionality, and user experience across our vehicle platforms.

In recent periods, we have invested over $2 million in the development of new products, including our premium Sentinel series UTVs and MVR Pro series electric carts, with a particular emphasis on fully enclosed, HVAC-equipped platforms designed for year-round use. These investments support our strategy to expand into higher-value, utility-focused, and commercial applications.

In addition to our internal development efforts, we work closely with our manufacturing partners to design and refine our products. This collaborative approach allows us to leverage supplier expertise while maintaining an asset-efficient operating model.

We believe our R&D approach enables us to introduce new products and features efficiently while aligning our product development efforts with evolving customer needs and market trends.

Information Technology

We utilize information technology systems to support our operations, including product development, supply chain management, inventory control, sales processing and customer engagement. Our systems are designed to enable efficient coordination across our internal teams, suppliers, dealers and retail partners.

We have invested in integrating our enterprise resource planning (“ERP”) systems with our sales and distribution platforms, including our e-commerce capabilities, to improve visibility into inventory, streamline order processing and enhance overall operational efficiency.

Our technology infrastructure supports our omnichannel distribution strategy by enabling coordination between online sales platforms and our dealer network for fulfillment and service. In addition, our systems facilitate communication and collaboration with customers, distributors, and service providers.

As we continue to grow, we expect to further invest in our technology systems to enhance scalability, improve data visibility and support ongoing operational efficiency.

Intellectual Property

We currently hold eight issued patents in the United States that protect certain aspects of our products, design and technologies. Each of our patents has a term of 14 years with the exception of one, which has 15 years. As part of our ongoing efforts to prevent infringements on our intellectual property rights and to keep abreast of critical technology developments by our competitors, we closely monitor patent applications in the United States and China. The following is a summary of our patent portfolio:

We also rely upon a combination of registered and unregistered trademarks, service marks, and trade names to strengthen our position as a branded motor sports company with increasing brand recognition. We hold various registered trademarks in the United States with respect to our brands and product lines. We carefully review the brands and trademarks being used by our competitors in the United States and other jurisdictions before using a new trademark and in determining the jurisdictions in which to register any new trademark used by us. As we continue to enter new product categories and develop new models of our current products, we plan to develop and register new trademarks to differentiate such products.

We intend on entering into confidentiality agreements with our suppliers, employees and consultants who may have access to our proprietary information. These agreements will provide that all inventions, ideas, discoveries, improvements, and copyrightable material made or conceived by the individual arising out of the employment or consulting relationship and all confidential information developed or made known to the individual during the term of the relationship are our exclusive property. See “Risk Factors-Risks Relating to Our Business, Strategy, and Industry-We have not made use of confidentiality agreements in the past and, although we intend to rely on such agreements in future dealings with suppliers, employees, consultants, and other parties, the prior lack or the breach of such agreements could adversely affect our business and results of operations.”

Employees

As of March 25, 2026, we had approximately 100 employees, including personnel in management and administration, sales and service, manufacturing, quality control, and research and development functions.

We operate with a scalable and asset-efficient model that leverages a combination of internal personnel, third-party manufacturing partners, and an extensive dealer and service network. This approach allows us to maintain operational flexibility while supporting growth across our product lines and distribution channels.

None of our employees are represented by a union, and we believe our relationship with our employees is satisfactory.

Competition

ATV and UTV Markets

The major players in the market include Polaris, Bombardier Recreational Products (BRP), Honda and Yamaha. We seek to differentiate ourselves by offering products with the latest design features and options and by providing superior aftermarket support to our customers and distributors.

Pontoon Boats Market

The United States Pontoon Boats market is fragmented and there is a significant number of vendors which offer Pontoon Boats across the country. Competition among vendors is based on product offerings and pricing, putting a premium on offering up to date models with high-end accessories.

Seasonality

The ATV and UTV markets do experience some seasonality, but we have developed our product lines to appeal to seasonal customers to minimize any disruptions. In the spring and summer months, we focus on outdoor campaigns tailored to spring cleaning, planting, fishing and family outdoor activities. We promote our complimentary lines of outdoor accessories including electric coolers, outdoor power stations and solar panels. In the fall and winter months, we have a heavy push for hunting season in the United States, and we promote our winter accessories including snow blowers, snowplows and enclosures, in addition we recently launched the winter series of our T-Boss UTV series with cab enclosure to provide protection from the elements.

With Pontoon Boats, we are both a distributor and a retailer, which provides some seasonal protection. Dealers order higher volumes between October to March while retail orders are higher April to September. This gives us an overall balance. While winter months are always slower than summer months, it allows us to maintain cash flow during the winter season.

Product Liability

Product liability claims are made against us from time to time. We do not believe that the outcome of any pending product liability litigation will have a material adverse effect on our operations. However, no assurance can be given as to whether any material product liability claims against us will be made in the future.

Our commercial general liability insurance provides us with coverages of $2,000,000 general aggregate limit and $2,000,000 products-completed operations aggregate limit, with a minimal amount of deductible per claim. We also have umbrella liability insurance with coverage of $5,000,000 aggregate on top of general liability insurance and workers’ compensation insurance. We believe our current coverage is adequate for our existing business and will continue to evaluate the coverages in the future in line with our expanding sales and product breadth.

Insurance

We carry various insurance coverage policies to protect against certain risks consistent with the exposures associated with the nature of our operations. The most significant insurance policies that we carry include:

All policies are subject to certain deductibles, limits or sub-limits and policy terms and conditions.

Inflation

While our business has been impacted by rising inflation, our management does not believe that it has had a material negative impact on our business and results of operations. In recent years, our China-based suppliers have increased the cost of their products as a result of inflation. However, these increases have thus far been offset by the exchange rate fluctuation of the Chinese RMB, which has resulted in there being no material change to our costs. 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 increases in in our cost of goods will continue to be offset by exchange rate fluctuations.

In addition, to reduce the impact of inflation, we have worked with our suppliers to enter into letters of credit pursuant to which we can make purchases and incur interest and fees at a lower rate than had we made the purchases using our existing bank loan.

Regulatory Issues

We are subject to extensive laws and regulations at many steps in the design, importing, production, marketing and distribution of our products. In addition to the laws and regulations applicable to any business, there are certain requirements applicable only to powersports vehicles, Pontoon Boats, recreational products and outdoor accessories such as those we distribute. These regulations include standards related to safety, construction rules, sound and gaseous emissions, and the sale and marketing of products, and have generally become stricter in recent years.

We endeavor to take appropriate measures to provide a safe, clean working environment for our employees. We strive to ensure and work with our manufacturing partners to ensure that the products we offer comply with current regulations and with more stringent regulations anticipated to become effective in the foreseeable future. Such measures include the development of new engines and vehicle designs, independently and with our supplier partners, as well as the development of new energy-efficiency related technologies. The failure to comply with applicable laws, rules and regulations regarding employees and product safety, health, environmental and noise pollution could cause us to incur fines or penalties and our compliance programs require significant time and expense.

Distributor & Dealer Regulation

Our contractual relationships with distributors and dealerships throughout the country are subject to extensive regulation at the local, state and national level. Each state’s Department of Motor Vehicles sets rules concerning pricing, competition, warranty claims and other aspects of the vehicular dealership business. These laws are further supported by state-wide “lemon laws.” Lemon laws provide remedies for consumers who seek to be compensated for defective vehicles that fall short of accepted standards of quality and performance. The distribution of our vehicles is also regulated by state-wide licensing regimes, federal agency regulation and federal common law pertaining to the Uniform Commercial Code. We have taken efforts to comply with these regulations governing our relationships with our distributors and dealers by vetting our distributors and dealers to ensure their compliance with regulations statewide. The licenses and required compliance to do business in each state can become expensive, and we may allow our licenses to lapse if we ascertain that the costs outweigh the benefits. For example, in 2016, we allowed our Illinois license to expire and then in 2019, we reapplied for our Illinois license once we were confident that we would continue to generate revenue in the state to mitigate the costs.

Safety Regulation

Our products are subject to extensive laws, rules and regulations relating to product safety promulgated by the federal and state governments or regulatory authorities of the United States and the federal and provincial provinces in Canada. These requirements pertain to the design, production, distribution and use of our products. We are a member of several industry and trade associations in Canada, the United States, and other countries whose mandate is to promote safety in the manufacture and use of powersports products. Some of those trade associations promulgate voluntary industry product safety standards with which we and our suppliers comply. While we strive to meet the safety standards set by state and federal authorities, we have been subject to several inquiries by the U.S. Consumer Product Protection Commission regarding defective products. We have also been subject to penalties including a Stop Sale order on one of our electric balance bikes.

Use Regulation

In Canada, the United States and other countries, laws, rules and regulations have been promulgated or are under consideration relating to the use of powersports vehicles and boats. Some countries, provinces, states, municipalities and local regulatory bodies have adopted, or are considering the adoption of, legislation and local ordinances that restrict the use of snowmobiles, ATVs, UTV, Pontoon Boats and outboard engines to specified hours and locations. The use of many of these products has been restricted in some national parks and federal lands in Canada, the United States and other countries. In some instances, this restriction has consisted of a ban on the recreational use of these vehicles in specific locations.

Emissions Regulation

Our products are subject to sound and gaseous emissions laws, rules and regulations promulgated by the governments and regulatory authorities of Canada (Environment and Climate Change Canada), the United States (Environmental Protection Agency), individual American states (such as the California Air Resources Board) and other jurisdictions. Such laws, rules and regulations may require the development of new engines and vehicle designs, as well as the development of new energy-efficient technologies. The failure to comply with the laws, rules and regulations regarding product safety, health, environmental and noise pollution and other issues could result in fines or penalties and our efforts to comply with such regulations require significant time and expense.