Form 8-K

8-K — Elite Express Holding Inc.

Accession: 0001104659-26-083527

Filed: 2026-07-14

Period: 2026-07-14

CIK: 0002053641

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2620499d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2620499d1_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

July 14, 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.

July 14, 2026, Elite Express Holding Inc. issued a press release to announce its financial results for the quarter ended May 31,

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 July 14, 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: July

14, 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: tm2620499d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Elite Express Holding Inc. Reports Second Quarter

2026 Results

LAGUNA

HILLS, Calif., July 14, 2026 (GLOBE NEWSWIRE) – Elite Express Holding Inc. (“ETS” or the “Company”)

(Nasdaq: ETS), a California-based provider of last-mile delivery services, today reported results for the quarter ended May 31, 2026.

Second

Quarter 2026 Financial Results

For

the three months ended May 31, 2026, the Company reported revenue of $726,829, representing an increase of $96,579, or 15.3%,

compared with $630,250 for the three months ended May 31, 2025. Activity-based revenue accounted for $512,123, or 70.4% of total revenue,

during the three months ended May 31, 2026, compared with $470,826, or 74.6% of total revenue, for the same period in the prior year.

Fixed revenue, including weekly service charges and branding-related revenue, increased from $156,473 for the three months ended May

31, 2025 to $214,333 for the three months ended May 31, 2026. This increase was primarily attributable to higher weekly service charge

rates under the Company's ISP agreement with FedEx, which was renewed on February 21, 2026. Other Pickup and Delivery revenue decreased

from $2,951 for the three months ended May 31, 2025 to $373 for the three months ended May 31, 2026, representing a decrease of $2,578.

The

Company also reported cost of revenue of $645,792 for the three months ended May 31, 2026, compared with $612,248 for the three

months ended May 31, 2025, representing an increase of $33,544, or 5.5% This increase was primarily due to increased maintenance and

repair costs and higher cost of service related to the rental of additional vehicles to fulfill the Company’s delivery volume obligations.

For the three months ended May 31, 2026, the

Company reported gross profit of $81,037, compared with $18,002 for the three months ended May 31, 2025, representing an improvement

of $63,035. Gross margin improved to 11.1% for the three months ended May 31, 2026, compared with 2.9% in the prior-year period. The

improvement was primarily attributable to higher revenue growth, which outpaced the increase in cost of revenue.

General

and administrative expenses for the Company increased by $564,310, or 398.1%, to $706,072 for the three months ended May 31, 2026,

from $141,762 for the three months ended May 31, 2025. The increase was mainly due to (i) $115,312 in higher professional fees, primarily

related to audit services, financial reporting, and SEC and regulatory compliance related to the Comnpany’s transition to a public

company; (ii) $196,697 in higher payroll expenses associated with personnel supporting corporate governance, internal controls, and administrative

operations; (iii) a $200,000 increase in franchise tax expenses; and (iv) $52,301 in other expenses.

During the three months ended May 31, 2026, the

Company's loans receivable portfolio, which originated in fiscal 2025, generated interest income of $224,606. The loans were extended

to unrelated third-party business partners to generate interest income on the net proceeds from the Company's initial public offering

prior to their deployment for the purposes described in the Company's prospectus. Each loan originally bore interest at an annual rate

of 8% and matured in May 2026 following the agreed extension of the original terms. During the three months ended May 31, 2026, the Company

received principal repayments totaling $300,000. Effective June 1, 2026, the remaining outstanding loans were extended for an additional

six months and now bear interest at an annual rate of 5%, and will mature on November 30, 2026. As of the date of this release, the Company

has received aggregate interest payments of $400,000. 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 $2,532,942 for the three months ended May 31, 2026, compared with a net loss of $107,604 for the

same period of 2025, representing an increase of $2,425,338, or 2,253.9%. The increase was primarily attributable to significant research

and development expenses associated with the Company's long-term strategic initiatives, partially offset by higher revenue, improved

gross profitability, and interest income earned on loans receivable.

Elite Express Holding Inc.

23046 Avenida De La Carlota, Suite #600

Laguna Hills, CA 92653

Yidan Chen, ETS’s CEO commented, “Our

second quarter results demonstrate continued operational progress reflecting the continued effectiveness of our operational execution

and efficiency initiatives.

“During the quarter, we continued to optimize

route management, fleet utilization, and labor productivity while making significant investments in research and development to support

our long-term technology strategy. Although these investments had a significant impact on our GAAP net results for the quarter, we believe

they will strengthen our competitive position and enhance our long-term growth prospects.”

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 May 31, 2026, which was filed

with the Securites and Exchange Commission on July 14, 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

For the Six Months Ended

May 31,

2026

2025

2026

2025

REVENUE

$ 726,829

$ 630,250

$ 1,532,127

$ 1,322,393

COST OF REVENUE

Cost of service

67,041

49,851

158,296

120,010

Cost of labor

343,973

347,132

730,934

737,940

Depreciation and

amortization

33,744

62,168

50,272

124,336

Fuel

117,157

102,033

222,266

209,946

Maintenance

and repairs

83,877

51,064

131,957

144,566

Total

cost of revenue

645,792

612,248

1,293,725

1,336,798

GROSS

PROFIT (LOSS)

81,037

18,002

238,402

(14,405 )

OPERATING EXPENSES

R&D expenses

2,150,000

—

2,150,000

—

General

and administrative expenses

706,072

141,762

1,170,678

425,381

Total

operating expenses

2,856,072

141,762

3,320,678

425,381

LOSS

FROM OPERATIONS

(2,775,035 )

(123,760 )

(3,082,276 )

(439,786 )

OTHER INCOME

(EXPENSE)

Interest income,

net

216,101

—

414,838

—

Other

income, net

25,992

16,556

25,992

21,285

Total

other income, net

242,093

16,556

440,830

21,285

LOSS BEFORE

INCOME TAX BENEFIT

(2,532,942 )

(107,204 )

(2,641,446 )

(418,501 )

Income

tax expense (benefit)

—

400

1,600

(105,898 )

NET

LOSS

$ (2,532,942 )

$ (107,604 )

$ (2,643,046 )

$ (312,603 )

Loss

per common share - basic and diluted

$ (0.15 )

$ (0.01 )

$ (0.16 )

$ (0.02 )

Weighted

average shares - basic and diluted

16,716,672

12,916,667

16,716,672

12,916,672

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 May 31,

As of November 30,

2026

2025

(UNAUDITED)

(AUDITED)

ASSETS

CURRENT ASSETS:

Cash

and cash equivalents

$ 5,235,991

$ 1,308,529

Accounts receivable

58,676

72,582

Loans receivable

9,649,811

9,999,811

Prepaid D&O

insurance

31,345

102,443

Prepaid

expenses and other current assets

2,548,873

898,191

TOTAL CURRENT

ASSETS

17,524,696

12,381,556

NON-CURRENT

ASSETS:

Plant and equipment

141,414

167,008

Intangible assets

460,000

487,600

Goodwill

668,858

TOTAL

ASSETS

$ 18,794,968

$ 13,705,022

LIABILITIES

AND STOCKHOLDERS’ EQUITY

TOTAL

CURRENT LIABILITIES

246,147

513,155

TOTAL

LIABILITIES

246,147

513,155

TOTAL STOCKHOLDERS’

EQUITY

18,548,821

13,191,867

TOTAL

LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 18,794,968

$ 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 Six Months Ended

May 31,

2026

2025

Cash flows

from operating activities:

Net

loss

$ (2,643,046 )

$ (312,603 )

Net

cash used in operating activities

(4,344,650 )

(294,052 )

Cash flows

from investing activities:

Net

cash provided by investing activities

343,582

—

Cash

flows from financing activities:

Net

cash provided by financing activities

7,928,530

178,922

Net increase

(decrease) in cash

3,927,462

(115,130 )

Cash, beginning

of period

1,308,529

170,157

Cash,

end of period

$ 5,235,991

$ 55,027

Elite Express Holding Inc.

23046 Avenida De La Carlota, Suite #600

Laguna Hills, CA 92653

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