SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 7, 2025

Yunhao Chen
Chief Financial Officer
Massimo Group
3101 W Miller Road
Garland, TX 75041

 Re: Massimo Group
 Registration Statement on Form S-3
 Filed April 3, 2025
 File No. 333-286353
Dear Yunhao Chen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Massimo
Group

 3101
W Miller Road, Garland, TX 75041

 April
4, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Massimo
 Group

 Registration
 Statement on Form S-3

 Filed
 on April 3, 2024

 File
 No. 333- 286353

 Dear
Sir/Mam:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Massimo Group, hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. EST on Tuesday April 8, 2025, or as soon as thereafter practicable.

 Very
 truly yours,

 /s/
 David Shan

 David
 Shan

 Chief
 Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 Massimo
Group

 3101
W Miller Road

 Garland,
Texas 75041

 VIA
EDGAR

 March
14, 2025

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Blake Grady and Nicholas Panos

 Re:
 Massimo Group

 Schedule
13D filed January 15, 2025 by David Shan

 File
No. 005-94488

 Dear
Mr. Grady and Mr. Panos:

 On
behalf of David Shan (the " Reporting Person "), Massimo Group (the " Company ," " we ,"
" our " or " us ") hereby submit this response to the comment letter received from the staff (the " Staff ",
" you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission "),
dated March 10, 2025, regarding the Schedule 13D filed on January 15, 2025 (the " Schedule 13D ") by the Reporting Person.

 For
the Staff's convenience, we have repeated below the Staff's comment in bold and have followed each comment with the Company's
response.

 Schedule
13D filed January 15, 2025

 General

 1.
 We
 note that the event reported as requiring the filing of the Schedule 13D was December 31, 2024. Rule 13d-1(a) of Regulation 13D-G
 requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of
 a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the December 31, 2024 event date, the Schedule
 13D submitted on
 January
 15, 2025 was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the
 date of the acquisition.

 Response :
The Company respectfully advises the Staff that the Schedule 13D was not filed within five business days after the December 31, 2024
event date because the Reporting Person was eligible to file an amended Schedule 13G with respect to his holdings in the Company by February
14, 2025, pursuant to Rule 13d-1(d).

 The
Reporting Person held 32,085,000 shares of common stock of the Company ("Common Stock") prior to its initial public offering
(the "IPO"), which closed on April 4, 2024, and in which the Reporting Person did not participate. At the closing of the
IPO, the Reporting Person filed a Schedule 13G (the "Schedule 13G") reporting his ownership of 32,085,000 shares of Common
Stock pursuant to Rule 13d-1(d), even though he was not required to do so.

 As
disclosed in the Schedule 13D, on May 22, 2024, the Company granted the Reporting Person an award of restricted stock units covering
75,000 shares of Common Stock, subject to the terms and conditions of the Company's 2024 Equity Incentive Plan and a restricted
stock unit award agreement thereunder. Of those shares, 37,500 restricted stock units vested on November 22, 2024, with the renaming
37,500 restricted stock units to vest on May 22, 2025. These awards represented less than 2% of the Company's outstanding Common
Stock. As a result, the Reporting Person was still eligible to report the changes in his beneficial ownership on an amended Schedule
13G within 45 calendar days of December 31, 2024.

 However,
following a review of its affiliated position, including review of Staff guidance with respect to Section 13 filings, the Reporting Person
determined a 13D was more appropriate since it provides the public greater disclosure and filed the Schedule 13D on January 15, 2025.
The Reporting Person respectfully submits to the Staff that future filings by the Reporting Person with respect to his beneficial ownership
in equity securities of the Company will be timely made in accordance with Rule 13d-2 of Regulation 13D-G.

 2.
 The
 cover page of the above-captioned Schedule 13D indicates that December 31, 2024 was the date of the event that required this filing
 to have been made. Please advise us how this date was determined.

 Response :
The Company respectfully submits to the Staff that December 31, 2024, was determined to be the date of the event that required the filing
of an amended Schedule 13G, as described in the response to Comment 1.

 Item
5, page 1

 3.
 Item
 5(c) requires the beneficial owner to "describe any transactions in the class of securities reported on that were effected
 during the past sixty days." Please revise to provide the requisite disclosure with respect to all transactions in the securities
 between the deadline for timely filing the Schedule 13D and the actual filing of the Schedule 13D. If the Schedule 13D is amended
 to include the required information, please be advised that the Instruction to Item 5(c) requires the beneficial owner to "describe,"
 at a minimum, the following: "(1) The identity of the person covered by Item 5(c) who effected the transaction; (2) the date
 of transaction; (3) the amount of securities involved; (4) the price per share or unit; and (5) where and how the transaction was
 effected."

 Response :
The Company respectfully submits to the Staff that the Reporting Person has not made any transactions in the Common Stock other than
those reported in the Schedule 13D since the time of the IPO.

 We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our
legal counsel, Adam C. Berkaw, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 By:
 /s/
 David Shan

 Name:
 D avid Shan

 Title:
 Chief Executive Officer

 cc:
 Adam C. Berkaw, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

David Shan
Chief Executive Officer
Massimo Group
3101 W Miller Road
Garland, Texas 75041

 Re: Massimo Group
 Schedule 13D filed January 15, 2025 by David Shan
 File No. 005-94488
Dear David Shan:

 We have conducted a limited review of the above-captioned filing and
have the
following comments.

 Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comments apply to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

 After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed January 15, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was
 December 31, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing
of a
 Schedule 13D within five business days after the date beneficial
ownership of more
 than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
 acquired. Based on the December 31, 2024 event date, the Schedule 13D
submitted on
 January 15, 2025 was not timely filed. Please advise us why the Schedule
13D was
 not filed within the required five business days after the date of the
acquisition.
2. The cover page of the above-captioned Schedule 13D indicates that
December 31,
 2024 was the date of the event that required this filing to have been
made. Please
 advise us how this date was determined.
Item 5, page 1

3. Item 5(c) requires the beneficial owner to "describe any transactions in
the class of
 March 10, 2025
Page 2

 securities reported on that were effected during the past sixty days."
Please revise to
 provide the requisite disclosure with respect to all transactions in the
securities
 between the deadline for timely filing the Schedule 13D and the actual
filing of the
 Schedule 13D. If the Schedule 13D is amended to include the required
information,
 please be advised that the Instruction to Item 5(c) requires the
beneficial owner to
 "describe," at a minimum, the following: "(1) The identity of the person
covered by
 Item 5(c) who effected the transaction; (2) the date of transaction; (3)
the amount of
 securities involved; (4) the price per share or unit; and (5) where and
how the
 transaction was effected."
 We remind you that the filing person is responsible for the accuracy
and adequacy of
his disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
& Acquisitions
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Craft
Capital Management, LLC

377
Oak St Lower Concourse

Garden
City, NY 11530

March
22, 2024

VIA
EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Massimo
    Group

    Registration
    Statement on Form S-1

    File
    No. 333-276095

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the underwriter,
hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
registration statement on Form S-1 (the “Registration Statement”) to become effective at 4:30 p.m., Eastern time, on Tuesday,
March 26, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated March 1,
2024 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as underwriter, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    CRAFT CAPITAL MANAGEMENT, LLC

    By:
    /s/
    Stephen Kiront

    Stephen Kiront

    Chief
    Operating Officer

    cc:
    M.
    Ali Panjwani, Esq.

    Pryor
    Cashman LLP

CORRESP
1
filename1.htm

MASSIMO
GROUP

3101
W Miller Road

Garland,
TX 75041

March
22, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Massimo
    Group

    Registration
    Statement on Form S-1

    File
    No. 333-276095

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Massimo Group hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. EST on Tuesday, March 26, 2024, or as soon as practicable thereafter.

    Very
    truly yours,

    /s/
    David Shan

    David
    Shan

    Chief
    Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

CORRESP
1
filename1.htm

MASSIMO
GROUP

3101
W Miller Road

Garland,
TX 75041

(877)
881-6376

February
14, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  Massimo Group

  Registration
Statement on Form S-1 (the “Registration Statement”)

  File
No. 333-276095

  Withdrawal
of Acceleration Request

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 12, 2024, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for 5:00 p.m., Eastern Time, on February 14, 2024, or as soon as possible thereafter,
in accordance with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request
for acceleration of the effective date.

If
you require any additional information with respect to this letter, please contact Adam Berkaw at (917) 648-1672 of Ellenoff Grossman
& Schole LLP.

[Signature
Page Follows]

    Very
    truly yours,

    MASSIMO
    GROUP

    By:
    /s/
    David Shan

    Name:
    David
    Shan

    Title:
    Chief
    Executive Officer

    cc:
    David
    Shan, Massimo Group

    Yunhao
    Chen, Massimo Group

    Adam
    Berkaw, Ellenoff Grossman & Schole LLP

    Richard
    Anslow, Ellenoff Grossman & Schole LLP

[Signature
Page to Massimo Group Withdrawal of Acceleration Request]

CORRESP
1
filename1.htm

Roth
Capital Partners, LLC

888
San Clemente Drive, Suite 400

Newport
Beach, CA 92660

February
14, 2024

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.
 Washington, D.C. 20549

 Re: Massimo
                                            Group

                                                                                Registration
                                            Statement on Form S-1 (the “Registration Statement”)

    File
                                            No. 333-276095

    Withdrawal
                                            of Acceleration Request

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 13, 2024, in which we, as underwriter for Massimo Group’s
(the “Company’s”) proposed initial public offering, joined the Company’s request for acceleration of the effective
date of the above-referenced Registration Statement for February 13, 2024 at 5:00 p.m., Eastern Time. Massimo Group is no longer requesting
that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the
effective date.

If
you require any additional information with respect to this letter, please contact Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

    Very truly yours,

    ROTH CAPITAL PARTNERS,
    LLC

    By:
    /s/ Aaron M.
    Gurewitz

    Aaron M. Gurewitz

    Head of Equity Capital Markets

cc: M.
                                            Ali Panjwani, Esq.

  Pryor
                                            Cashman LLP

CORRESP
1
filename1.htm

Roth
Capital Partners, LLC

888
San Clemente Drive, Suite 400

Newport
Beach, CA 92660

February
12, 2024

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

    Re:
    Massimo
    Group

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    File
    No. 333-276095

    Withdrawal
    of Acceleration Request

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 8, 2024, in which we, as underwriter for Massimo Group’s (the
“Company’s”) proposed initial public offering, joined the Company’s request for acceleration of the effective
date of the above-referenced Registration Statement for February 12, 2024 at 5:00 p.m., Eastern Time. Massimo Group is no longer requesting
that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the
effective date.

If
you require any additional information with respect to this letter, please contact Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

    Very truly yours,

    ROTH CAPITAL PARTNERS, LLC

    By:
    /s/
    Aaron M. Gurewitz

    Aaron
    M. Gurewitz

    Head
    of Equity Capital Markets

    cc:
    M.
    Ali Panjwani, Esq.

    Pryor
    Cashman LLP

CORRESP
1
filename1.htm

MASSIMO
GROUP

3101
W Miller Road

Garland,
TX 75041

(877)
881-6376

February
12, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Massimo Group

Registration
Statement on Form S-1 (the “Registration Statement”)

File
No. 333-276095

Withdrawal
of Acceleration Request

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 8, 2024, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for 5:00 p.m., Eastern Time, on February 12, 2024, or as soon as possible thereafter,
in accordance with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request
for acceleration of the effective date.

If
you require any additional information with respect to this letter, please contact Adam Berkaw at (917) 648-1672 of Ellenoff Grossman & Schole LLP.

[Signature
Page Follows]

    Very truly yours,

    MASSIMO GROUP

    By:
    /s/ David Shan

    Name:
    David Shan

    Title:
    Chief Executive Officer

    cc:
    David Shan, Massimo Group

    Yunhao Chen, Massimo Group

    Adam Berkaw, Ellenoff Grossman & Schole LLP

    Richard Anslow, Ellenoff Grossman & Schole LLP

[Signature
Page to Massimo Group Withdrawal of Acceleration Request]

CORRESP
1
filename1.htm

MASSIMO
GROUP

3101
W Miller Road

Garland,
TX 75041

February
12, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
DC 20549

    Re:

    Massimo
    Group

    Registration
    Statement on Form S-1

    File
    No. 333-276095

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Massimo Group, hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. EST on Wednesday, February 14, 2024, or as soon as thereafter
practicable.

    Very
    truly yours,

    /s/
    David Shan

    David
    Shan

    Chief
    Executive Officer

    cc:

    Ellenoff
    Grossman & Schole LLP

CORRESP
1
filename1.htm

Roth
Capital Partners, LLC

888
San Clemente Drive, Suite 400

Newport
Beach, CA 92660

February
12, 2024

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Massimo
                                            Group

    Registration
                                            Statement on Form S-1

    File
                                            No. 333-276095

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the underwriter,
hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
registration statement on Form S-1 (the “Registration Statement”) to become effective at 5:00 p.m., Eastern time, on Wednesday,
February 14, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated February
7, 2024 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as underwriter, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    ROTH CAPITAL PARTNERS, LLC

    By:
    /s/
    Aaron M. Gurewitz

    Aaron
    M. Gurewitz

    President

    cc:
    M.
    Ali Panjwani, Esq.

    Pryor
    Cashman LLP

CORRESP
1
filename1.htm

Roth
Capital Partners, LLC

888
San Clemente Drive, Suite 400

Newport
Beach, CA 92660

February
8, 2024

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Massimo
    Group

    Registration
    Statement on Form S-1

    File
    No. 333-276095

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the underwriter,
hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
registration statement on Form S-1 (the “Registration Statement”) to become effective at 5:00 p.m., Eastern time, on Monday,
February 12, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated February
7, 2024 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as underwriter, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    ROTH
    CAPITAL PARTNERS, LLC

    By:
    /s/
    Aaron M. Gurewitz

    Aaron
    M. Gurewitz

    President

    cc:
    M.
    Ali Panjwani, Esq.

    Pryor
    Cashman LLP

CORRESP
1
filename1.htm

MASSIMO
GROUP

3101
W Miller Road

Garland,
TX 75041

February
8, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Massimo
    Group

    Registration
    Statement on Form S-1

    File
    No. 333-276095

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Massimo Group, hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. EST on Monday, February 12, 2024, or as soon as thereafter
practicable.

    Very
    truly yours,

    /s/
    David Shan

    David
    Shan

    Chief
    Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

CORRESP
1
filename1.htm

Massimo
Group

3101
W Miller Road

Garland,
TX 75041

VIA
EDGAR

February
7, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Attention:
    Stephany
    Yang

    Claire
    Erlanger

    Erin
    Donahue

    Anne
    Parker

    Re:
    Massimo
    Group

    Amendment
    No. 1 to Registration Statement on Form S-1

    Submitted
    February 5, 2024

    File
    No. 333-276095

    CIK
    No. 0001952853

Ladies
and Gentlemen:

Massimo
Group (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on February 6, 2024, relating to Amendment No. 1
to the Registration Statement on Form S-1, submitted by the Company to the Commission on February 5, 2024.

For
the Staff’s convenience, we have repeated below the Staff’s comment in bold and below it have the Company’s response.
Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 2 to the Registration Statement on
Form S-1 (the “Registration Statement”), which is being submitted to the Commission contemporaneously with the submission
of this letter.

Amendment
No. 1 to the Registration Statement on Form S-1, filed February 5, 2024

Executive
Compensation, page 85

    1.
    Please
    disclose the executive compensation paid for the fiscal year ended December 31, 2023.

    Response: The Company respectfully acknowledges
    the Staff’s comment and advises the Staff that it has amended its disclosure on pages 85, 86 and 88 of the Registration
    Statement to include the requested information.

*
* *

We
thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate
to contact our legal counsel, Richard Anslow, Esq. of Ellenoff Grossman & Schole LLP, at ranslow@egsllp.com or by telephone at (212)
370-1300.

    Very
    truly yours,

    Massimo
    Group

    By:
    /s/
    David Shan

    Name:

    David
    Shan

    Title:
    Chief
    Executive Officer and Chairman

    cc:
    Ellenoff
    Grossman & Schole LLP

    Pryor
    Cashman LLP

United States securities and exchange commission logo
February 6, 2024
David Shan
Chief Executive Officer
Massimo Group
3101 W Miller Road
Garland, TX 75041
Re:Massimo Group
Amendment No. 1 to Registration Statement on Form S-1
Filed February 5, 2024
File No. 333-276095
Dear David Shan:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 7, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed February 2, 2024
Executive Compensation, page 85
1.Please disclose the executive compensation paid for the fiscal year ended December 31,
2023.
            Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Anne Parker at 202-551-3611 with any other
questions.
Sincerely,
Division of Corporation Finance

 FirstName LastNameDavid Shan
 Comapany NameMassimo Group
 February 6, 2024 Page 2
 FirstName LastName
David Shan
Massimo Group
February 6, 2024
Page 2
Office of Manufacturing

United States securities and exchange commission logo
November 7, 2023
David Shan
Chief Executive Officer
Massimo Group
3101 W Miller Road
Garland, TX 75041
Re:Massimo Group
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 26, 2023
CIK No. 0001952853
Dear David Shan:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed October 26, 2023
Business, page 51
1.We note your disclosure that "all but the electric Pontoon Boats are now available for
sale."  Please provide updated information as to the current stage of development for the
electric Pontoon Boats.
Intellectual Property, page 63
2.We note that you currently hold eight patents in the United States.  Please disclose when
these patents expire.  Consider providing tabular disclosure in addition to narrative
disclosure.

 FirstName LastNameDavid Shan
 Comapany NameMassimo Group
 November 7, 2023 Page 2
 FirstName LastName
David Shan
Massimo Group
November 7, 2023
Page 2
Management, page 67
3.We note you removed the biographical information for Co Vice President Quenton
Peterson from this section, but note that he is still signing the document as Vice
President.  Please either restore the biographical information, or remove his signature.
            Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Anne Parker at 202-551-3611 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
October 17, 2023
David Shan
Chief Executive Officer
Massimo Group
3101 W Miller Road
Garland, TX 75041
Re:Massimo Group
Draft Registration Statement on Form S-1
Submitted September 21, 2023
CIK No. 0001952853
Dear David Shan:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise the cover page to disclose that you are a controlled company.  Please
identify the controlling stockholder(s), and disclose the percentage of voting power to be
held by such stockholder following the transactions and if true, that this stockholder will
have the ability to determine all matters requiring approval by stockholders.
2.We note your disclosure that you obtained statistical, market and other industry data and
forecasts from publicly available information, and that you have not independently
verified the data.  This statement appears to imply a disclaimer of responsibility for the
information in this registration statement.  Please either revise this section to remove such
implication or state specifically that you are liable for all information in the registration
statement.

 FirstName LastNameDavid Shan
 Comapany NameMassimo Group
 October 17, 2023 Page 2
 FirstName LastName
David Shan
Massimo Group
October 17, 2023
Page 2
Prospectus Summary, page 1
3.When you discuss revenues for the fiscal years ended December 31, 2022 and December
31, 2021, please also disclose net income.
Summary of Significant Risks Affecting Our Company, page 6
4.Please revise to provide a series of concise, bulleted or numbered statements that is no
more than two pages summarizing the principal factors that make an investment in the
registrant or offering speculative or risky.  See Item 105(b) of Regulation S-K.
Risk Factors, page 13
5.Please provide risk factor disclosure regarding the exclusive forum provisions in your
articles of incorporation.
We currently maintain all our cash and cash equivalents with one financial institution..., page 14
6.Please reconcile your statement in the first sentence that you "currently maintain all [y]our
cash and cash equivalents with three financial institutions" (emphasis added) with
disclosure in other parts of the document that you maintain all your cash and cash
equivalents with one financial institution.
We rely on freights to ship the products that we purchase form our suppliers, page 18
7.We note your risk factor indicating that inflation could result in unanticipated overseas
freight fluctuation costs.  Please update this risk factor in future filings if recent
inflationary pressures have materially impacted your operations.  In this regard, identify
the types of inflationary pressures you are facing and how your business has been
affected.
Supply problems, termination or interruption of supply arrangements or increases, page 19
8.We note that you often rely on a sole supplier or a limited number of suppliers, mostly
based in China.  Please update this risk factor to disclose any disruptions you have
experienced due to such reliance.
The failure of our information technology systems or a security breach involving, page 23
9.Please update this risk factor to disclose if you have been subject to any material cyber
security incidents, and discuss any measures you have taken to mitigate these risks.
Business, page 52
10.We note your disclosure that you stand at the top of Tier 2 in the motor sports and
pontoon boat industries.  Please provide a basis for this assertion and revise your
disclosure to explain what Tier 2 means.

 FirstName LastNameDavid Shan
 Comapany NameMassimo Group
 October 17, 2023 Page 3
 FirstName LastName
David Shan
Massimo Group
October 17, 2023
Page 3
11.We note your disclosure that you have "been developing new product lines such as EV
chargers, IE Solar, and electric pontoon boats."  Please update your disclosure to provide
the current stage of development for these products.
Consolidated Balance Sheets, page F-3
12.We note your disclosure of 40,000,000 common shares with $0.001 par value issued and
outstanding as of December 31, 2022 and 2021 with no balances recorded for the common
shares on page F-3.  On page F-23, you disclose 40,000,000 common shares with no par
value were issued on June 1, 2023, and all share information included in the consolidated
financial statements have been retroactively adjusted for the reorganization as if such
reduced par value and common shares issuance occurred on the first day of the first period
presented.  Please clarify and disclose when the par value of common shares was reduced
from $0.001 to no par value and revise the disclosures throughout the filing to reflect the
change, if accurate, or revise the disclosures to reflect the $0.001 par value of 40,000,000
common shares issued and outstanding in the financial statements. Additionally, please
tell us why the equity section does not attribute any value (common share or APIC) to the
issuance of the 40,000,000 common shares.
Consolidated Statements of Operations and Comprehensive Income, page F-4
13.We note from your disclosure in Note 14 that prior to June 2023, you were considered an
S Corporation and were not subject to Federal income tax and Texas state tax.  However,
upon the conversion to a C Corp in June 2023, you became subject to US Federal income
tax.  Please revise your statement of operations for all period presented to include
disclosure of pro forma tax and earnings per share data.
General
14.Please update your disclosure in future filings to identify actions planned or taken, if any,
to mitigate inflationary pressures.
15.Please disclose whether and how your business segments, lines of service, projects, or
operations are materially impacted by supply chain disruptions.  For example, discuss
whether you have or expect to:
•Suspend the production, purchase, sale or maintenance of certain items;
•Experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•Experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or
•Be unable to supply products at competitive prices or at all due to export restrictions
or sanctions.
Explain whether and how you have undertaken efforts to mitigate and where possible
quantify the impact to your business.

 FirstName LastNameDavid Shan
 Comapany NameMassimo Group
 October 17, 2023 Page 4
 FirstName LastName
David Shan
Massimo Group
October 17, 2023
Page 4
            Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Anne Parker at 202-551-3611 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing