株探米国株
日本語 英語
エドガーで原本を確認する
false 0002053641 0002053641 2026-04-13 2026-04-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

 

If 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 2 tm2611535d1_ex99-1.htm EXHIBIT 99.1

 

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