8-K
Elite Express Holding Inc. (ETS)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) ofthe
Securities Exchange Act of 1934
October 14, 2025
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<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 23046 Avenida De La Carlota, Suite 600<br><br> <br>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 October 14, 2025, Elite Express Holding Inc. issued a press release to announce its financial results for the quarter ended August 31, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Exhibits. |
|---|
(d) Exhibits
| ExhibitNo. | Description |
|---|---|
| 99.1 | Press Release dated October 14, 2025 |
| 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, 2025
| Elite Express Holding Inc. | |
|---|---|
| By: | /s/ Yidan Chen |
| Yidan Chen | |
| Chief Executive Officer, President and Director |
Exhibit 99.1
Elite Express Holding Inc. Announces ThirdQuarter 2025 Results
LAGUNA HILLS, Calif., October 14, 2025 (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 August 31, 2025.
For the quarter ended August 31, 2025, the Company reported revenue of $633,865 from its business, representing a 7.4% increase compared with the same period in 2024. The Company reported a net loss of $185,881, representing a 142.9% decrease compared with the net loss of $76,526 for the same period in 2024.
Yidan Chen, ETS’s CEO commented, “Our third quarter marks our first earnings release since becoming a publicly listed company in August 2025. We delivered a 7.4% year-over-year revenue growth and achieved our first quarterly gross profit, reflecting the strength of our operations and our disciplined focus on operational efficiency.
“Although we incurred higher compliance and governance expenses, these investments are essential to building a strong foundation as a newly public company. Looking ahead, we are focused on expanding our fleet, leveraging technology to scale operations, and diversifying beyond our sole customer, FedEx, to capture new growth opportunities. With e-commerce demand continuing to rise, we believe ETS is well positioned to deliver sustainable long-term value for our shareholders.”
Third Quarter 2025 Financial Results
For the three months ended August 31, 2025, the Company reported revenue of $633,865, representing an increase of $43,490, or 7.4%, compared with $590,375 for the three months ended August 31, 2024. Activity-based revenue accounted for $477,705, or 75.4% of total revenue, during the three months ended August 31, 2025, compared with $414,445, or 70.2% of total revenue, for the same period in the prior year. This increase primarily reflected our continued emphasis on operational throughput under the FedEx ISP structure. In contrast, fixed revenue, including weekly service charges and branding-related revenue, declined from $175,797 to $155,644, a decrease of $20,153, or 11.5%, primarily due to a reduction in baseline weekly compensation.
The Company also reported cost of revenue of $627,048 for the three months ended August 31, 2025, compared with $620,164, for the three months ended August 31, 2024. The slight increase is primarily due to higher labor costs, partially offset by lower fuel prices and maintenance and repair fees.
For the three months ended August 31, 2025, we recorded our first gross profit of $6,817, compared with a gross loss of $29,789, for the three months ended August 31, 2024. The increase of $36,606 was primarily driven by increased revenue.
General and administrative expenses for the Company increased by $112,320, or 285.9%, to $151,600 for the three months ended August 31, 2025, from $39,280 for the three months ended August 31, 2024. The increase was mainly due to (i) $53,449 in legal and accounting fees, primarily related to audit services, financial reporting, and regulatory compliance related to our status as a public company; (ii) $76,853 in payroll expenses associated with personnel supporting corporate governance, internal controls, and administrative operations that were not incurred in the comparable period in the previous year.
The Company reported a net loss of $185,881 for the three months ended August 31, 2025, compared with a net loss of $76,526 for the same period of 2024.
Nine Months 2025 Financial Results
For the nine months ended August 31, 2025, the Company reported revenue of $1,956,258, representing an increase of $141,943, or 7.8%, compared with $1,814,315 for the nine months ended August 31, 2024. The increases were primarily attributable to higher volume-based activity revenue, particularly from e-commerce deliveries, which offset the decline in fixed weekly service fees.
For the nine months ended August 31, 2025, the total cost of revenues increased to $1,963,846 from $1,828,794 for the same period in 2024, representing an increase of $135,052, or 7.4%, primarily due to higher labor and service costs.
General and administrative expenses for the Company increased by $468,682, or 432.8%, to $576,981 for the nine months ended August 31, 2025 from $108,299 for the nine months ended August 31, 2024, primarily due to (i) $314,655 in legal and accounting fees, primarily related to audit services, financial reporting, and regulatory compliance related to the JAR acquisition; (ii) $228,542 in payroll expenses associated with personnel supporting corporate governance, internal controls, and administrative operations that were not incurred in the comparable period in the previous year. Other categories, such as systems support and general office expenses, remained stable relative to the current operational scope.
The Company had a net loss of $498,484 for the nine months ended August 31, 2025, compared with a net loss of $144,521 for the same period of 2024.
Forward-Looking Statements
This press release contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in the “Risk Factors” section included in our registration statement on Form S-1 (File No. 333-286965), as amended, which was initially filed with the SEC on May 5, 2025 and declared effective by the SEC on August 20, 2025.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in our quarterly report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.
The information included in this press release should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in our quarterly report on Form 10-Q.
For more information, please contact:
Elite Express Holding Inc.
Investor Relations
(949) 758-0650
ir@eliteexpressholding.com
EliteExpress Holding Inc.
23046 Avenida De La Carlota, Suite #600
Laguna Hills, CA 92653
ELITE EXPRESS HOLDING INC. &SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS
| For the Three Months Ended | For the Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| August 31, | August 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (Successor) | (Predecessor) | (Successor) | (Predecessor) | |||||||||
| REVENUE | $ | 633,865 | $ | 590,375 | $ | 1,956,258 | $ | 1,814,315 | ||||
| COST OF REVENUE | ||||||||||||
| Cost of service | 56,974 | 54,602 | 176,984 | 141,665 | ||||||||
| Cost of labor | 347,945 | 330,747 | 1,085,885 | 971,560 | ||||||||
| Depreciation and amortization | 64,332 | 60,618 | 188,668 | 180,445 | ||||||||
| Fuel | 94,654 | 102,614 | 304,600 | 318,477 | ||||||||
| Maintenance and repairs | 63,143 | 71,583 | 207,709 | 216,647 | ||||||||
| Total cost of revenue | 627,048 | 620,164 | 1,963,846 | 1,828,794 | ||||||||
| GROSS PROFIT (LOSS) | 6,817 | (29,789 | ) | (7,588 | ) | (14,479 | ) | |||||
| OPERATING EXPENSES | ||||||||||||
| General and administrative expenses | 151,600 | 39,280 | 576,981 | 108,299 | ||||||||
| Total operating expenses | 151,600 | 39,280 | 576,981 | 108,299 | ||||||||
| LOSS FROM OPERATIONS | (144,783 | ) | (69,069 | ) | (584,569 | ) | (122,778 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest income (expense), net | 2,248 | (7,236 | ) | 2,248 | (23,907 | ) | ||||||
| Other income (expense), net | — | (221 | ) | 21,285 | 2,964 | |||||||
| Total other income (expense), net | 2,248 | (7,457 | ) | 23,533 | (20,943 | ) | ||||||
| LOSS BEFORE INCOME TAX BENEFIT | (142,535 | ) | (76,526 | ) | (561,036 | ) | (143,721 | ) | ||||
| Income tax provision (benefit) | 43,346 | — | (62,552 | ) | 800 | |||||||
| NET LOSS | $ | (185,881 | ) | $ | (76,526 | ) | $ | (498,484 | ) | $ | (144,521 | ) |
| Loss per common share - basic<br> and diluted | $ | (0.01 | ) | $ | — | $ | (0.04 | ) | $ | — | ||
| Weighted average shares - basic and diluted* | 13,288,411 | — | 13,041,947 | — |
EliteExpress Holding Inc.
23046 Avenida De La Carlota, Suite #600
Laguna Hills, CA 92653
ELITE EXPRESS HOLDING INC. &SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
| Successor | Successor | |||
|---|---|---|---|---|
| August 31, | November 30, | |||
| 2025 | 2024 | |||
| (Unaudited) | ||||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash<br> and cash equivalents | $ | 13,553,137 | $ | 170,157 |
| Accounts receivable | 55,440 | 56,485 | ||
| Prepaid D&O<br> insurance | 137,993 | — | ||
| Prepaid<br> expenses and other current assets | 62,765 | 113,260 | ||
| TOTAL CURRENT<br> ASSETS | 13,809,335 | 339,902 | ||
| TOTAL<br> ASSETS | $ | 15,192,022 | $ | 1,831,350 |
| LIABILITIES<br> AND STOCKHOLDERS’ EQUITY | ||||
| TOTAL CURRENT<br> LIABILITIES | 270,106 | 348,660 | ||
| TOTAL<br> LIABILITIES | 312,652 | 455,358 | ||
| TOTAL<br> STOCKHOLDERS’ EQUITY | 14,879,370 | 1,375,992 | ||
| TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 15,192,022 | $ | 1,831,350 |
EliteExpress Holding Inc.
23046 Avenida De La Carlota, Suite #600
Laguna Hills, CA 92653
ELITE EXPRESS HOLDING INC. &SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS
| For<br> the Nine Months Ended August 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (Successor) | (Predecessor) | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (498,484 | ) | $ | (144,521 | ) |
| Net cash provided by (used in) operating<br> activities | (640,210 | ) | 157,921 | |||
| Cash flows from investing activities: | ||||||
| Net cash used in investing activities | (79,908 | ) | — | |||
| Cash flows from financing activities: | ||||||
| Net cash provided by (used in) financing<br> activities | 14,103,098 | (165,878 | ) | |||
| Net increase (decrease) in cash | 13,382,980 | (7,957 | ) | |||
| Cash, beginning of period | 170,157 | 54,712 | ||||
| Cash, end of period | $ | 13,553,137 | $ | 46,755 |
EliteExpress Holding Inc.
23046 Avenida De La Carlota, Suite #600
Laguna Hills, CA 92653