Form 8-K

8-K — Elite Express Holding Inc.

Accession: 0001104659-26-115847

Filed: 2026-10-14

Period: 2026-10-14

CIK: 0002053641

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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EX-99.1 — EXHIBIT 99.1 (tm2627552d1_ex99-1.htm)

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0002053641

2026-10-14

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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

October 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.

On October 14, 2026,

Elite Express Holding Inc. issued a press release to announce its financial results for the quarter ended August 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 October 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: October 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: tm2627552d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Elite Express Holding Inc. Reports Third Quarter

2026 Results

LAGUNA HILLS, Calif., October 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 August 31, 2026.

For the three months ended August 31, 2026,

the Company reported revenue of $766,422, representing a 20.9% increase compared with the same period in 2025. Gross profit increased

to $95,759, compared with $6,817 for the same period in 2025, reflecting continued improvements in operating efficiency. The Company reported

a net loss of $760,138, primarily attributable to a significant increase in general and administrative expenses, including professional

fees, payroll, and franchise tax expenses.

Yidan Chen, ETS’s CEO, commented, “Our

third quarter results reflect continued growth in our delivery operations, with revenue increasing 20.9% year over year and gross profit

improving significantly, demonstrating the benefits of our ongoing focus on operational execution and efficiency.

“During the quarter, we continued to optimize

route management, fleet utilization, and labor productivity while maintaining our focus on disciplined cost management. Although higher

general and administrative expenses impacted our net results, we remain focused on improving operating efficiency, pursuing disciplined

growth opportunities, and building a stronger foundation for long-term shareholder value.”

Third Quarter 2026 Financial Results

For the three months ended August 31, 2026,

the Company reported revenue of $766,422, representing an increase of $132,557, or 20.9%, compared with $633,865 for the three months

ended August 31, 2025. Activity-based revenue accounted for $545,879, or 71.2% of total revenue, during the three months ended August 31,

2026, compared with $477,705, or 75.4% of total revenue, for the same period in the prior year. Fixed revenue, including weekly service

charges and branding-related revenue, increased from $155,644 for the three months ended August 31, 2025 to $216,230 for the three

months ended August 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 increased from $516 for the three

months ended August 31, 2025 to $4,313 for the three months ended August 31, 2026, representing an increase of $3,797.

The Company also reported cost of revenue of $670,663

for the three months ended August 31, 2026, compared with $627,048 for the three months ended August 31, 2025, representing

an increase of $43,615, or 7.0%. 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 August 31, 2026,

the Company reported gross profit of $95,759, compared with $6,817 for the three months ended August 31, 2025, representing an improvement

of $88,942. Gross margin improved to 12.5% for the three months ended August 31, 2026, compared with 1.1% 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 $865,424, or 570.9%, to $1,017,024 for the three months ended August 31, 2026, from $151,600 for the three months ended

August 31, 2025. The increase was mainly due to (i) $137,337 in higher professional fees, primarily related to audit services,

financial reporting, and SEC and regulatory compliance associated with the Company’s transition to a public company; (ii) $586,252

in higher payroll expenses associated with personnel supporting corporate governance, internal controls, and administrative operations;

(iii) a $120,108 increase in franchise tax expenses; and (iv) $21,727 in other expenses.

During the three months ended August 31,

2026, the Company's loans receivable portfolio generated interest income of $135,359. The portfolio includes loans to unrelated third-party

borrowers, which were made 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. Effective June 1, 2026, the maturity dates of the remaining outstanding loans

from the Company's original loan portfolio were extended to November 30, 2026, with an annual interest rate of 5%. During the quarter,

the Company also entered into additional loan agreements with unrelated third-party borrowers with an aggregate principal amount of $1.9

million, bearing interest at an annual rate of 5% and maturing in 12 months. The loans are secured by personal guarantees provided by

the shareholders or chief executive officers of the respective borrowers, and the Company has no related-party relationships with the

borrowers.

Elite Express Holding Inc.

23046 Avenida De La Carlota, Suite #600

Laguna Hills, CA 92653

The Company reported a net loss of $760,138 for

the three months ended August 31, 2026, compared with a net loss of $185,881 for the same period in 2025, representing an increase

of $574,257, or 308.9%. The increase was primarily attributable to higher general and administrative expenses, including increased professional

fees, payroll expenses, and franchise tax expenses, partially offset by higher revenue and improved gross profitability.

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 August 31, 2026, which was filed with the Securities and Exchange Commission

on October 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 Nine Months Ended

August 31,

2026

2025

2026

2025

REVENUE

$ 766,422

$ 633,865

$ 2,298,549

$ 1,956,258

COST OF REVENUE

Cost of service

76,902

56,974

235,198

176,984

Cost of labor

357,790

347,945

1,088,724

1,085,885

Depreciation and amortization

30,272

64,332

80,544

188,668

Fuel

114,408

94,654

336,674

304,600

Maintenance and repairs

91,291

63,143

223,248

207,709

Total cost of revenue

670,663

627,048

1,964,388

1,963,846

GROSS PROFIT (LOSS)

95,759

6,817

334,161

(7,588 )

OPERATING EXPENSES

R&D expenses

—

2,150,000

—

General and administrative expenses

1,017,024

151,600

2,187,702

576,981

Total operating expenses

1,017,024

151,600

4,337,702

576,981

LOSS FROM OPERATIONS

(921,265 )

(144,783 )

(4,003,541 )

(584,569 )

OTHER INCOME (EXPENSE)

Interest income, net

161,127

2,248

575,965

2,248

Other income, net

—

25,992

21,285

Total other income, net

161,127

2,248

601,957

23,533

LOSS BEFORE INCOME TAX BENEFIT

(760,138 )

(142,535 )

(3,401,584 )

(561,036 )

Income tax expense (benefit)

—

43,346

1,600

(62,552 )

NET LOSS

$ (760,138 )

$ (185,881 )

$ (3,403,184 )

$ (498,484 )

Loss per common share - basic and diluted

$ (0.02 )

$ (0.01 )

$ (0.13 )

$ (0.04 )

Weighted average shares - basic and diluted*

47,325,368

13,288,411

26,994,044

13,041,947

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

August 31,

As of

November 30,

2026

2025

(UNAUDITED)

(AUDITED)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 3,003,589

$ 1,308,529

Accounts receivable

76,574

72,582

Loans receivable

11,549,811

9,999,811

Deferred offering cost

41,430

—

Prepaid D&O insurance

137,701

102,443

Prepaid expenses and other current assets

2,124,707

898,191

TOTAL CURRENT ASSETS

16,933,812

12,381,556

NON-CURRENT ASSETS:

Plant and equipment

124,943

167,008

Intangible assets

446,200

487,600

Goodwill

668,858

TOTAL ASSETS

$ 18,173,813

$ 13,705,022

LIABILITIES AND STOCKHOLDERS’ EQUITY

TOTAL CURRENT LIABILITIES

385,130

513,155

TOTAL LIABILITIES

385,130

513,155

TOTAL STOCKHOLDERS’ EQUITY

17,788,683

13,191,867

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 18,173,813

$ 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 Nine Months Ended

August 31,

2026

2025

Cash flows from operating activities:

Net loss

$ (3,403,184 )

$ (498,484 )

Net cash used in operating activities

(4,741,858 )

(640,210 )

Cash flows from investing activities:

Net cash used in investing activities

(1,556,418 )

(79,908 )

Cash flows from financing activities:

Net cash provided by financing activities

7,993,336

14,103,098

Net increase in cash

1,695,060

13,382,980

Cash, beginning of period

1,308,529

170,157

Cash, end of period

$ 3,003,589

$ 13,553,137

Elite Express Holding Inc.

23046 Avenida De La Carlota, Suite #600

Laguna Hills, CA 92653

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