Form 8-K

8-K — Elite Express Holding Inc.

Accession: 0001104659-26-042637

Filed: 2026-04-13

Period: 2026-04-13

CIK: 0002053641

SIC: 4210 (TRUCKING & COURIER SERVICES (NO AIR))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2611535d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2611535d1_ex99-1.htm)

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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

April 13, 2026

Date of Report (Date of earliest event reported)

Elite Express Holding Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-42811

99-2516128

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

23046 Avenida De La Carlota, Suite 600

Laguna Hills, CA

92653

(Address of Principal Executive Offices)

(Zip Code)

(949) 758-0650

Registrant’s telephone number, including

area code

N/A

(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:

Written communications pursuant to Rule 425 under the Securities Act

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Class A Common Stock

ETS

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 (17 CFR §230.405) or Rule 12b-2 of the

Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company x

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 2.02

Results of Operations and Financial Condition.

On April 13, 2026, Elite Express Holding Inc. issued a press release

to announce its financial results for the quarter ended February 28, 2026. The press release is furnished as Exhibit 99.1 to

this Current Report on Form 8-K.

Item 9.01

Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release dated April 13, 2026

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.

Date: April 13, 2026

Elite Express Holding Inc.

By:

/s/ Yidan Chen

Yidan Chen

Chief Executive Officer, President and Director

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611535d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Elite Express Holding Inc. Reports First Quarter

2026 Results

LAGUNA HILLS, Calif., April 13, 2026 (GLOBE NEWSWIRE)

– Elite Express Holding Inc. (“ETS” or the “Company”) (Nasdaq CM: ETS), a California-based provider of last-mile

delivery services, today reported results for the quarter ended February 28, 2026.

For the quarter ended February 28, 2026, the Company

reported revenue of $805,298, representing a 16.3% increase compared with the same period in 2025. The Company reported a net loss of

$110,104, representing a 46.3% improvement compared with the net loss of $204,999 for the same period in 2025.

Yidan Chen, ETS’s CEO commented, “Our

first quarter of fiscal 2026 reflects continued operational momentum following our transition to a public company. We achieved 16.3% year-over-year

revenue growth while significantly reducing our net loss by 46.3%, demonstrating improved operating efficiency.

“We benefited from stronger delivery volumes,

optimized route management, fleet utilization, and labor efficiency. Supported by resilient e-commerce demand, we believe ETS is well

positioned to strengthen financial performance and deliver long-term shareholder value.

First Quarter 2026 Financial Results

For the three months ended February 28, 2026,

the Company reported revenue of $805,298, representing an increase of $113,155, or 16.3%, compared with $692,143 for the three months

ended February 28, 2025. Activity-based revenue accounted for $621,336, or 77.1% of total revenue, during the three months ended February

28, 2026, compared with $538,851, or 77.9% of total revenue, for the same period in the prior year. Fixed revenue, including weekly service

charges and branding-related revenue, increased from $152,794 for the three months ended February 28, 2025 to $159,607 for the three months

ended February 28, 2026. This increase primarily reflected our continued emphasis on operational throughput under the FedEx ISP structure.

Other Pickup and Delivery revenue increased from $498 for the three months ended February 28, 2025 to $24,355 for the three months ended

February 28, 2026, representing an increase of $23,857, or 4,789.2%. The increase was primarily attributable to improved operational performance

during the quarter, which resulted in the Company receiving a one-time performance-based bonus from FedEx.

The Company also reported cost of revenue of $647,933

for the three months ended February 28, 2026, compared with $724,550 for the three months ended February 28, 2025, representing a decrease

of $76,617, or 10.6%. The decrease was primarily driven by lower vehicle repair and maintenance costs and reduced depreciation expense

as certain fleet assets reached the end of their depreciation schedules.

For the three months ended February 28, 2026,

the Company reported gross profit of $157,365, compared with a gross loss of $32,407 for the three months ended February 28, 2025, representing

an improvement of $189,772. Gross margin improved to 19.4% for the three months ended February 28, 2026, compared with negative 4.7% in

the prior-year period. The improvement was primarily attributable to lower vehicle repair and maintenance expenses and reduced depreciation

expense as certain fleet assets became fully depreciated during the period.

General and administrative expenses for the Company

increased by $180,987, or 63.8%, to $464,606 for the three months ended February 28, 2026, from $283,619 for the three months ended February

28, 2025. The increase was mainly due to (i) $49,838 in legal and accounting fees, primarily related to audit services, financial reporting,

and SEC and regulatory compliance related to our transition to a public company; (ii) $82,851 in payroll expenses associated with personnel

supporting corporate governance, internal controls, and administrative operations that were not incurred in the comparable Predecessor

period; and (iii) a $48,298 increase in other expenses.

Elite Express Holding Inc.

23046 Avenida De La Carlota, Suite #600

Laguna Hills, CA 92653

During the three months ended February 28, 2026,

the Company’s loans receivable portfolio, which was originated during fiscal 2025, generated interest income of $198,737. The loans

were extended to unrelated third-party business partners to provide short-term funding support for new venture testing, while enabling

the Company to optimize returns on temporarily unallocated IPO proceeds prior to deployment into operating investments. Each loan bears

interest at an annual rate of 8% and is scheduled to mature in May 2026, reflecting the agreed extension of the original terms. During

the three months ended February 28, 2026, the Company received principal repayments totaling $50,000, and subsequent to the quarter, additional

principal repayments of $100,000 were collected. All loans remain secured by irrevocable personal unlimited joint and several liability

guarantees provided by the shareholders or chief executive officers of the respective borrowers, and the Company has no related-party

relationships with the borrowers.

The Company reported a net loss of $110,104 for

the three months ended February 28, 2026, compared with a net loss of $204,999 for the same period of 2025, representing an improvement

of $94,895, or 46.3%. The improvement was primarily attributable to revenue growth, improved gross profitability driven by lower vehicle

repair and maintenance costs and reduced depreciation expense, and interest income earned on outstanding loans receivable, partially offset

by higher general and administrative expenses associated with public company operations.

Forward-Looking Statements

This press release contains “forward-looking

statements” within the meaning of the federal securities laws. All statements other than statements of historical fact are forward-looking

statements, including, but not limited to: projections of earnings, revenue, or other financial items; statements regarding the adequacy,

availability, and sources of capital; statements of the plans, strategies, and objectives of management for future operations; statements

concerning proposed new services or developments; statements regarding future economic conditions or performance; statements of belief;

and statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words

“may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,”

“plan,” “project,” “anticipate,” and other similar expressions. These forward-looking statements are

based on current expectations and assumptions and are subject to risks and uncertainties.

Factors that could cause actual results to differ

materially from those expressed or implied in the forward-looking statements include, among others, the risks and uncertainties described

in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025,

as well as in the Company’s subsequent filings with the Securities and Exchange Commission.

Although the Company believes that the expectations

reflected in its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. The

Company’s future financial condition and results of operations are subject to change and to inherent risks and uncertainties. Except

as required by law, the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after

the date of this press release.

The information included in this release should

be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes included in its

Quarterly Report on Form 10-Q for the quarter ended February 28, 2026.

For more information, please contact:

Elite Express Holding Inc.

Investor Relations

(949) 758-0650

ir@eliteexpressholding.com

Elite Express Holding Inc.

23046 Avenida De La Carlota, Suite #600

Laguna Hills, CA 92653

ELITE EXPRESS HOLDING INC. &

ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

For the Three Months Ended

February 28,

2026

2025

REVENUE

$ 805,298

$ 692,143

COST OF REVENUE

Cost of service

91,255

70,159

Cost of labor

386,961

390,808

Depreciation and amortization

16,528

62,168

Fuel

105,109

107,913

Maintenance and repairs

48,080

93,502

Total cost of revenue

647,933

724,550

GROSS PROFIT (LOSS)

157,365

(32,407 )

OPERATING EXPENSES

General and administrative expenses

464,606

283,619

Total operating expenses

464,606

283,619

LOSS FROM OPERATIONS

(307,241 )

(316,026 )

OTHER INCOME

Interest income, net

198,737

—

Other income, net

—

4,729

Total other income, net

198,737

4,729

LOSS BEFORE INCOME TAX PROVISION (BENEFIT)

(108,504 )

(311,297 )

Income tax expense (benefit)

1,600

(106,298 )

NET LOSS

$ (110,104 )

$ (204,999 )

Loss per common share - basic and diluted

$ (0.01 )

$ (0.02 )

Weighted average shares - basic and diluted

16,716,672

16,916,667

Elite Express Holding Inc.

23046 Avenida De La Carlota, Suite #600

Laguna Hills, CA 92653

ELITE EXPRESS HOLDING INC. &

ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of February 28,

As of November 30,

2026

2025

(UNAUDITED)

(AUDITED)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 68,065

$ 1,308,529

Accounts receivable

84,411

72,582

Loans receivable

9,949,811

9,999,811

Prepaid D&O insurance

66,894

102,443

Prepaid expenses and other current assets

1,868,232

898,191

TOTAL CURRENT ASSETS

12,037,413

12,381,556

TOTAL ASSETS

$ 13,350,768

$ 13,705,022

LIABILITIES AND STOCKHOLDERS’ EQUITY

TOTAL CURRENT LIABILITIES

269,005

513,155

TOTAL LIABILITIES

269,005

513,155

TOTAL STOCKHOLDERS’ EQUITY

13,081,763

13,191,867

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 13,350,768

$ 13,705,022

Elite Express Holding Inc.

23046 Avenida De La Carlota, Suite #600

Laguna Hills, CA 92653

ELITE EXPRESS HOLDING INC. &

ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Three Months Ended

February 28,

2026

2025

Cash flows from operating activities:

Net loss

$ (110,104 )

$ (204,999 )

Net cash used in operating activities

(1,248,639 )

(297,091 )

Cash flows from investing activities:

Net cash provided by investing activities

43,582

—

Cash flows from financing activities:

Net cash provided by (used in) financing activities

(35,407 )

295,000

Net decrease in cash

(1,240,464 )

(2,091 )

Cash, beginning of period

1,308,529

170,157

Cash, end of period

$ 68,065

$ 168,066

Elite Express Holding Inc.

23046 Avenida De La Carlota, Suite #600

Laguna Hills, CA 92653

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