ETS 10-Q
Elite Express Holding Inc. (ETS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging growth company |
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 9, 2025, there were
Elite Express Holding Inc.
Form 10-Q
For the Quarterly Period Ended August 31, 2025
Contents
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Notes to Unaudited Condensed Consolidated Financial Statements | 5 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 | |
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Elite Express Holding Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ELITE EXPRESS HOLDING INC. & SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
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August 31, | November 30, | ||||||
2025 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents | $ | | $ | | |||
Accounts receivable |
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Prepaid D&O Insurance | | — | |||||
Prepaid expenses and other current assets |
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TOTAL CURRENT ASSETS |
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NONCURRENT ASSETS: |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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TOTAL ASSETS | $ | | $ | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable | $ | | $ | | |||
Due to a related party |
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Insurance premium financing payable | | — | |||||
Tax payable |
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Other payables and other current liabilities |
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TOTAL CURRENT LIABILITIES |
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NONCURRENT LIABILITY: |
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Deferred tax liability |
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TOTAL LIABILITIES |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS’ EQUITY |
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Common stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | | $ | | |||
*
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
ELITE EXPRESS HOLDING INC. & SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended | For the Nine Months Ended | ||||||||||||
August 31, | August 31, | ||||||||||||
| 2025 |
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(Successor) | (Predecessor) |
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REVENUE | $ | | $ | | $ | | $ | | |||||
COST OF REVENUE |
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Cost of service |
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Cost of labor |
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Depreciation and amortization |
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Fuel |
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Maintenance and repairs |
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Total cost of revenue |
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GROSS PROFIT (LOSS) |
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OPERATING EXPENSES |
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General and administrative expenses |
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Total operating expenses |
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LOSS FROM OPERATIONS |
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OTHER INCOME (EXPENSE) |
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Interest income (expense), net |
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Other income (expense), net |
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Total other income (expense), net |
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LOSS BEFORE INCOME TAX BENEFIT |
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Income tax provision (benefit) |
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NET LOSS | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Loss per common share - basic and diluted | $ | ( | $ | — | $ | ( | $ | — | |||||
Weighted average shares - basic and diluted* |
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*Retrospectively adjusted for the reverse split of the Company’s common stock at a ratio of -for-6, which took effect on December 23, 2024 (the “Reverse Stock Split”). See Note 11.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
2
ELITE EXPRESS HOLDING INC. & SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED AUGUST 31 2025 AND 2024
| Common Stock* | ||||||||||||||||||
Class A | Class B | Additional | Total | ||||||||||||||||
Common | Common | paid-in | Accumulated | Stockholders’ | |||||||||||||||
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| Deficit |
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Balance, November 30, 2024 (Successor) |
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Capital Contributions from stockholders |
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Net Loss for the period |
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Balance, February 28, 2025 (Successor) |
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Capital Contributions from stockholders |
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Net Loss for the period |
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Balance, May 31, 2025 (Successor) |
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Stock issuance through initial public offering, net of offering fees $ |
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Capital Contributions from stockholders |
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Net loss for the period |
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Balance, August 31, 2025 (Successor) |
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*Retrospectively adjusted for the reverse split of the Company’s common stock at a ratio of -for-6, which took effect on December 23, 2024 (the “Reverse Stock Split”). See Note 11.
Common Stock | ||||||||||||||||||||||
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Common | Common | paid-in | Contributions | Accumulated | Stockholders’ | |||||||||||||||||
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Balance, November 30, 2023 (Predecessor) |
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Capital Contributions from stockholders |
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Net Loss for the period |
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Cumulative Effect of Change in Accounting Principle |
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Balance, February 29, 2024 (Predecessor) |
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Net Loss for the period |
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Cumulative Effect of Change in Accounting Principle |
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Balance, May 31, 2024 (Predecessor) |
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Net loss for the period |
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Balance, August 31, 2024 (Predecessor) |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
ELITE EXPRESS HOLDING INC. & SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended August 31, | |||||||
2025 |
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(Successor) | (Predecessor) | ||||||
Cash flows from operating activities: |
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Net loss | $ | ( | $ | ( | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Amortization of intangible assets |
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Depreciation of property and equipment |
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Deferred tax provision (benefit) |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Prepaid D&O insurance |
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Prepaid expenses and other current assets |
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Accounts payable |
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Other payables and other current liabilities | ( | | |||||
Net cash provided by (used in) operating activities |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Capital contributions from stockholders |
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Payment of deferred offering costs |
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Repayment of borrowings from related parties |
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Net proceeds from Initial Public Offering |
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Stockholders’ withdraw |
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Repayments of loans and borrowings |
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Borrowing for insurance premium |
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Net cash provided by (used in) financing activities |
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Net increase (decrease) in cash |
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Cash, beginning of period |
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Cash, end of period | $ | | $ | | |||
Supplemental cash flow information |
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Cash paid for income taxes | $ | — | $ | | |||
Cash paid for interest | $ | — | $ | | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ELITE EXPRESS HOLDING INC. (SUCCESSOR) AND JAR TRANSPORTATION INC (PREDECESSOR)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
Elite Express Holding Inc. (“ETS” or the “Company”) was incorporated on April 3, 2024, under the laws of the State of Delaware. The Company is a holding entity that was formed for the purpose of acquiring JAR Transportation Inc (“JAR”).
JAR was incorporated in the State of California on May 27, 2020 under Subchapter S of the Internal Revenue Code. The Company operated as an Independent Service Provider (“ISP”) for Federal Ground Package System, Inc. (“FXG”), providing last-mile package delivery services. As part of FedEx Corporation’s “One FedEx” consolidation, effective June 1, 2024, FXG merged into Federal Express Corporation (“FedEx”). JAR’s ISP contract with FXG remained in place until October 12, 2024, after which the subsequent agreement was signed with FedEx. Unless otherwise specified, references to “FedEx” in this document include FXG for periods before October 12, 2024, and Federal Express Corporation thereafter.
On October 25, 2024, the Company acquired all issued and outstanding shares of JAR for a total consideration of $
References to “Successor” or “Successor Company” relate to the financial position and results of operations of the Company after the JAR Acquisition. References to “Predecessor” or “Predecessor Company” refer to the financial position and results of operations of JAR.
The Company operates exclusively within the State of California. As an ISP, the Company is granted relative exclusivity in certain service areas by FedEx, which minimizes direct competition within those regions and enables the Company to focus on operational efficiency and service quality.
Details of the subsidiaries of the Company as of the reporting date are set out below:
| Date of |
| State of |
| % of |
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Name of Entity | Incorporation | Incorporation | Ownership | Principal Activities | ||||
Elite Express Holding Inc. |
| April 3, 2024 |
| Delaware |
| Parent | Holding company | |
Subsidiary of the parent: |
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JAR Transportation Inc |
| May 27, 2020 |
| California |
| | % | Route business operator and provider of last-mile delivery services |
Completion of the Initial Public Offering (“IPO”)
On August 22, 2025, the Company closed its IPO of
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, the unaudited condensed consolidated financial statements do
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not include all of the information and footnotes required by U.S. GAAP. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended November 30, 2024 and 2023 included in the Company’s Registration Statement on Form S-1. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the unaudited condensed consolidated financial statements not misleading have been included. Operating results for the interim period ended August 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ended November 30, 2025. The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All intercompany balances and transactions are eliminated upon consolidation.
Uses of estimates
In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the allowance for credit losses of accounts receivables, useful lives of property and equipment, the recoverability of long-lived assets, impairment of goodwill, revenue recognition, and the realization of deferred tax assets. Actual results could differ from those estimates.
Risks and Uncertainties
The operations of the Company are located in the U.S., with its business activities primarily focused on route delivery services as an ISP for FedEx. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by economic, regulatory, and operational environments in the U.S., as well as the general state of the U.S. economy. The Company’s results may be subject to the following risks and uncertainties:
| ● | The Company generates |
| ● | The route delivery industry is competitive, and the Company faces competition from both large national service providers and smaller regional operators. Changes in competitive dynamics may impact pricing, service demand, and profitability. |
| ● | Seasonal demand fluctuations, particularly during peak periods such as holidays, may create challenges in resource allocation and operational scalability, potentially affecting the Company’s performance. |
| ● | The Company is subject to various local, state, and federal transportation regulations. Changes in these regulations, or non-compliance with them, may result in increased costs or disruptions to operations. |
| ● | The Company’s operations may also be affected by external events such as natural disasters, extreme weather conditions, and other events beyond its control, which could disrupt delivery schedules and operations. |
Cash and cash equivalents
Cash includes demand deposits held by banks that can be added to or withdrawn without limitation. Cash equivalent represents certificates of deposits with banks or other financial institutions with maturity periods of 90 days (three months) or less. The Company maintains cash balances at financial institutions that management believes are high-credit, quality financial institutions, where our deposits at times exceed Federal Deposit Insurance Corporation (“FDIC”) limits.
Accounts receivable, net
The Company adopted Accounting Standards Update (“ASU”) 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Accounting Standards Codification (“ASC”) 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized
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cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell.
Accounts receivable represent amounts due to the Company upon the completion of performance obligations for last-mile delivery services. Revenue is recognized in accordance with the Company’s revenue recognition policy, as verified by the Weekly Independent Service Provider Charge Statement. Payments are typically received within
Property and equipment, net
Property and equipment is stated at cost less accumulated depreciation and impairment charges, if any. Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Depreciation is calculated primarily based on the straight-line method over the estimated useful lives of the assets:
Property |
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Vehicles | ||
Office equipment |
Impairment of Long-lived Assets
The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the asset group to the sum of the undiscounted expected future cash flow over the remaining useful life of the asset group. If the carrying amount exceeds the recoverable amount, an impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset. The Company estimates fair value using the expected future cash flows discounted at a rate consistent with the risks associated with the recovery of the assets. Based on the above analysis,
Fair value of financial instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other current assets, accounts payable, due to a related party, loans payable, other payables and other current liabilities, approximate
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the fair value of the respective assets and liabilities as of August 31, 2025 and November 30, 2024, based upon the short-term nature of the assets and liabilities.
Prepaid D&O Insurance and Premium Financing Payable
The Company may obtain certain insurance coverage through premium financing arrangements. Under these arrangements, the financing company pays the insurance premiums directly to the insurance carrier on behalf of the Company, and the Company is obligated to repay the financing company in periodic installments, including interest. (See Note 9).
At inception, the full amount of the insurance premium is recorded as prepaid D&O insurance on the unaudited condensed consolidated balance sheets, with a corresponding premium financing payable recorded within current liabilities. Prepaid D&O insurance is amortized to insurance expense on a straight-line basis over the coverage period of the related policies. Interest incurred on the financing arrangement is recognized separately as interest expense as incurred. As of August 31, 2025 and November 30, 2024, the outstanding balance of Prepaid D&O Insurance was $
Business Combinations
Business combinations are accounted for using the acquisition method of accounting. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. The accounting for business combinations requires estimates and judgment in determining the fair value of assets acquired, liabilities assumed, and contingent consideration transferred, if any, regarding expectations of future cash flows of the acquired business, and the allocation of those cash flows to the identifiable intangible assets. The determination of fair value is based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If actual results differ from these estimates, the amounts recorded in the financial statements could result in a possible impairment of intangible assets and goodwill. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Acquisition-related expenses are expensed when incurred.
Goodwill and Intangible Assets
The Company records goodwill as the excess of the consideration transferred over the fair value of net assets acquired in business combinations. Goodwill was recognized in connection with the acquisition of JAR on October 25, 2024 (See Note 6, “Acquisition”). Goodwill is not amortized but is tested for impairment annually at the reporting unit level or more frequently if events or changes in circumstances indicate that it may be impaired. The Company has an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit which is described in more detail below, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test is performed.
The Company tests goodwill and intangible assets that are not subject to amortization for impairment annually on November 30, and the Company’s goodwill impairment review involves the following steps: 1) qualitative assessment – evaluate qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The factors the Company considers include, but are not limited to, macroeconomic conditions, industry and market considerations, cost factors, financial performance, and events specific to that reporting unit. If, or when, the Company determines it is more likely than not that the fair value of a reporting unit is less than the carrying amount, including goodwill, the Company would then change to the quantitative method; 2) quantitative method –the Company performs the quantitative fair value test by comparing the fair value of a reporting unit with its carrying amount and an impairment charge is measured as the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company has
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The Company’s intangible asset consists of the customer relationship acquired as part of the JAR Acquisition. The asset is amortized on a straight-line basis over the estimated useful life, as outlined below:
Intangible assets |
| Estimated useful life |
Customer Relationship |
Revenue recognition
ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration it expects to receive in exchange for those goods or services as performance obligations are satisfied. ASC 606 applies a five-step model for revenue recognition, which requires the Company to: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The Company is engaged in providing last-mile delivery services as an ISP for FedEx. The Company derives revenue from both fixed service charges and activity-based charges under its ISP Agreement. Performance obligations include (i) weekly service coverage (fixed weekly service charges), (ii) delivery and pickup stops (stop charges and e-commerce stop charges), (iii) handling and delivering packages (package charges, including e-commerce and large package deliveries), and (iv) compliance with branding requirements (apparel and vehicle branding).
Revenue is recognized as follows:
| ● | Over Time: Fixed weekly service charges and branding-related revenue (e.g., apparel and vehicle branding) are recognized evenly over the service period. |
| ● | Point-in-Time: Activity-based revenue, including stop charges, package charges, and fuel surcharges, is recognized upon completion of the respective performance obligation, such as completing a delivery or pickup stop. |
The Company recognizes revenue on a gross basis under the ISP Agreement with FedEx. The Company is responsible for fulfilling the promised services, managing operational resources, and ensuring compliance with FedEx’s performance standards. All contracts with FedEx contain a single performance obligation for each revenue stream, with no separately identifiable promises.
Cost of revenue
Cost of revenue primarily includes direct expenses incurred to fulfill the Company’s obligations under the ISP Agreement with FedEx. These costs consist of (i) driver compensation and benefits; (ii) depreciation and amortization expenses; (iii) fuel expenses; (iv) vehicle maintenance and leasing expenses; (v) insurance premiums related to vehicle and liability coverage, and (vi) other operational expenses such as route management systems, uniforms, and branding compliance. All expenses are directly attributable to the Company’s delivery operations and are recognized in the same period as the corresponding revenue.
Concentration of Credit Risk
The Company is exposed to a concentration of credit risk due to its reliance on a single customer, FedEx, which accounted for
9
Income Taxes
Income taxes are accounted for using the asset and liability method, as prescribed under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases.
Prior to its acquisition by the Company, JAR (the Predecessor), as an S-Corporation, was not subject to federal corporate income tax, and its taxable income, deductions, and credits were passed through to its stockholders. The Predecessor was subject to the California corporate franchise tax under RTC § 23802, which requires S-Corporations to pay the greater of a minimum tax of $800 or 1.5% of net taxable income derived from California sources. In accordance with ASC 740-10-15-4, deferred tax assets and liabilities were recognized for state-level temporary differences and net operating loss (“NOL”) carryforwards. Following the Acquisition, the Predecessor became a wholly owned subsidiary of the Company, a C-Corporation, and is subject to corporate income tax under the Internal Revenue Code and applicable state tax laws.
ASC 740 requires a tax position to meet a recognition threshold before it is recognized in the financial statements. The Company assesses uncertain tax positions based on management’s evaluation of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. This assessment includes consideration of any potential appeals or litigation processes based on the technical merits of the tax position. Because significant assumptions and judgments are involved in determining whether a tax benefit is more likely than not to be sustained, actual results may differ from estimates under different assumptions or conditions. The Company recognizes interest and penalties related to unrecognized tax benefits as part of the income tax provision in the consolidated statements of operations.
Loss per share
The Company computes loss per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three and nine months ended August 31, 2025, there were
Net losses for the Predecessor incurred during the three and nine months ended August 31, 2024, were entirely allocable to Predecessor members. Additionally, due to the impact of the JAR Acquisition, the Company’s capital structure for the Predecessor and Successor periods is not comparable. As a result, the presentation of loss per share for the periods prior to such transaction is not meaningful and only the loss per share for periods subsequent to the JAR Acquisition are presented herein.
Related parties and transactions
The Company identifies related parties, and accounts for and discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Transactions between related parties commonly occurring in the normal course of business are considered to be related party transactions. Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition.
Segment reporting
The Company uses the management approach in determining reportable operating segments. The management approach considers the internal reporting used by the Company’s Chief Executive Officer for making operating decisions about the allocation of resources and
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the assessment of performance. Management has determined that the Company operates as a single reportable segment, providing last-mile delivery services under its ISP Agreement with FedEx.
Recently Adopted Accounting Standards
In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in ASC 606, Revenue from Contracts with Customers. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The Company adopted this guidance in connection with the JAR acquisition in October 2024, and accounted for the transaction using the acquisition method, consistent with the requirements of Topic 805.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of operations and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of ASU 2024-03. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.
In January 2025, the FASB issued ASU 2025-01 Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.
In March 2025, the FASB issued ASU 2025-02—Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company is currently evaluating the effect of adoption of this standard to its consolidated financial statements and disclosures.
The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
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NOTE 3 — LIQUIDITY
The Company has incurred net losses and negative cash flows since inception. For the nine months ended August 31, 2025, the Company reported a net loss of $
In February 2025, the Company obtained
The Company’s future capital requirements will depend on many factors, including the rate of revenue growth, the timing and amount of cash received from customers, the expansion of sales and marketing activities, the timing and cost of new service efforts, and the success of its efforts to expand business with its current client and to acquire additional businesses. The Company may require additional equity or debt financing to fund its future operations. There can be no assurance that such financing will be available on acceptable terms, or at all. If the Company is unable to raise additional capital when needed, it could be forced to delay, reduce, or eliminate its research and development programs or future commercialization efforts, which could adversely affect its business prospects.
NOTE 4 — ACCOUNTS RECEIVABLE, NET
Accounts receivable consists of the following:
| Successor |
| Successor | |||
August 31, | November 30, | |||||
2025 | 2024 | |||||
(Unaudited) | ||||||
Accounts receivable | $ | | $ | | ||
Less: allowance for credit loss |
| — |
| — | ||
Accounts receivable, net | $ | | $ | | ||
The August 31, 2025, and November 30, 2024, accounts receivable balances have been fully collected as of the issuance date of this report.
NOTE 5 — PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consists of the following:
| Successor |
| Successor | |||
August 31, | November 30, | |||||
2025 | 2024 | |||||
(Unaudited) | ||||||
Vehicles | $ | | $ | | ||
Office equipment |
| — |
| — | ||
Subtotal |
| |
| | ||
Less: accumulated depreciation |
| ( |
| ( | ||
Property and equipment, net | $ | | $ | | ||
As of October 25, 2024, upon closing of the JAR Acquisition, the Successor revalued its vehicles to a fair value of $
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Depreciation expense was $
NOTE 6 — ACQUISITION
On September 16, 2024, the Company entered into a Stock Purchase Agreement (“Purchase Agreement”) to acquire
The Company and JAR were unrelated parties. There was no common control between the Company and JAR prior to JAR’s acquisition by the Company. Immediately after the acquisition date on October 25, 2024, the Company took control of JAR in accordance with the Purchase Agreement. No members of JAR remain in governance or management positions in the Company post-acquisition. Based on the above factors, the Company assessed the appropriate accounting treatment under ASC 805 and concluded that the Company is the accounting acquirer. JAR became a
As part of the transaction structure, certain assets and liabilities, including cash, accounts receivable, and outstanding debt, were excluded from the acquisition and remained the responsibility of the sellers of JAR. The Acquisition was accounted for as a business combination using the acquisition method of accounting. In accordance with ASC 805, the purchase price was allocated to the acquired assets and assumed liabilities based on their estimated fair values at the acquisition date.
The Company completed the initial purchase price allocation for the acquisition of JAR as of October 25, 2024. Assets (vehicles) acquired were recorded at estimated fair values as of the acquisition date based on management’s estimates, available information, and supportable assumptions that management considered reasonable.
As part of the purchase price allocation, a deferred tax liability (“DTL”) was recognized for the basis difference in the acquired identifiable intangible asset—customer relationships. In accordance with ASC 805-740-25-3,
The allocation of the purchase price to the major classes of assets as of October 25, 2024 is as follows:
Property and equipment |
| $ | |
Customer relationship |
| | |
Deferred tax liabilities |
| ( | |
Goodwill |
| | |
Total purchase consideration | $ | |
The fair value of customer relationship was determined using assumptions that are representative of those typically used by a market participant in estimating fair value.
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The fair value of the identified intangible asset, i.e. customer relationship, and its estimated average useful life as of August 31, 2025 and November 30, 2024 are as follows:
August 31, | November 30, | Average | ||||||
2025 | 2024 | Useful Life | ||||||
| Successor |
| Successor |
| (in Years) | |||
Customer relationship | $ | | $ | |
| |||
Less: accumulated amortization |
| ( |
| ( |
|
| ||
Total intangible assets, net | $ | | $ | |
|
| ||
Amortization expense of the customer relationship was $
NOTE 7 — Other Payables and other current liabilities
A summary of the Company’s other payables and other liabilities:
| Successor |
| Successor | |||
August 31, | November 30, | |||||
| 2025 |
| 2024 | |||
(Unaudited) | ||||||
Compensation payable | $ | | $ | | ||
Credit card |
| |
| | ||
Other accrued expense |
| |
| | ||
Total other payables and other liabilities | $ | | $ | | ||
NOTE 8 — Insurance Premium Financing Payable
A summary of the Company’s insurance premium financing payable is as follows:
Lender |
| August 31,2025 |
| November 30, 2024 |
| Interest rate |
| ||
Successor | Successor |
| |||||||
First Insurance Funding | $ | | $ | — |
| | % | ||
Total Insurance premium financing payable | $ | | $ | — |
| — | |||
On August 26, 2026, the Company entered into a premium finance agreement with First Insurance Funding, whereby the Company was loaned a total principal amount of $
During the three and nine months ended August 31, 2025, the Company did not incur any material interest expense associated with its insurance premium financing payable.
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NOTE 9 — INCOME TAXES
The Company and its operating subsidiary in the United States are subject to the tax law of the United States. The Company elected to file income taxes as a corporation for the tax year ended November 30, 2024.
(i)The components of the income tax provision were as follows:
| Successor |
|
| Predecessor |
| Successor |
|
| Predecessor | |||||
For the | For the | For the | For the | |||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||
Ended | Ended | Ended | Ended | |||||||||||
August 31, | August 31, | August 31, | August 31, | |||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||
Current tax provision |
|
|
|
|
|
|
|
|
|
| ||||
Federal | $ | — | $ | — | $ | — | $ | — | ||||||
State |
| |
| — |
| |
| | ||||||
| |
| — |
| |
| | |||||||
Deferred tax provision (benefit) |
|
|
|
|
|
|
|
| ||||||
Federal |
| |
| — |
| ( |
| — | ||||||
State |
| |
| — |
| ( |
| — | ||||||
| |
| — |
| ( |
| — | |||||||
Income tax provision (benefit) | $ | | $ | — | $ | ( | $ | | ||||||
(ii)Reconciliations of the statutory income tax rate to the effective income tax rate were as follows:
| Successor |
| Predecessor |
| Successor |
| Predecessor |
| |
For the | For the | For the | For the |
| |||||
Three Months | Three Months | Nine Months | Nine Months |
| |||||
Ended | Ended | Ended | Ended |
| |||||
August 31, | August 31, | August 31, | August 31, |
| |||||
2025 | 2024 | 2025 | 2024 |
| |||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) |
| |||||
Federal statutory tax rate |
| | % | — | % | | % | — | % |
State statutory tax rate |
| ( | % | — | % | | % | | % |
Non-deductible expenses |
| ( | % | — | % | ( | % | ( | % |
Effective tax rate |
| ( | % | — | % | | % | ( | % |
(iii)Deferred tax liabilities were composed of the following:
| Successor |
| Successor | |||
August 31, | November 30, | |||||
2025 | 2024 | |||||
(Unaudited) | ||||||
Deferred tax assets: |
|
|
|
| ||
Net operating loss carry-forwards |
| $ | |
| | |
Depreciation expense |
| — |
| | ||
Less: Valuation allowance |
| — |
| — | ||
Total deferred tax assets |
| |
| | ||
Deferred tax liabilities: |
|
|
|
| ||
Customer relationship recognized upon JAR Acquisition |
| ( |
| ( | ||
Depreciation expense |
| ( |
| — | ||
Total deferred tax liabilities |
| ( |
| ( | ||
Total deferred tax assets (liabilities), net | $ | ( | $ | ( | ||
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Valuation Allowance
The Company recognizes income taxes using the asset and liability method. Management establishes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of assets and liabilities, using the tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are also recognized for tax attributes such as net operating loss carry forwards. Realization of the Company’s gross deferred tax asset depends on its ability to generate sufficient taxable income of the appropriate character within the carryforward periods of the jurisdictions in which the net operating and capital losses, deductible temporary differences and credits are generated. In assessing its ability to realize deferred tax assets, the Company considers all available evidence and records valuation allowances to reduce deferred tax assets to the amounts that management concludes are more-likely-than-not to be realized. As of August 31, 2025 and November 30, 2024,
Uncertain Tax Position
The Company recognizes income tax benefits associated with uncertain tax positions, when, in management’s judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more likely than not recognition threshold, management initially and subsequently measures the tax benefit as the largest amount judged to have a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority. The Company has concluded that there are
State Income Tax
For the three months ended August 31, 2025 (Successor) and August 31, 2024 (Predecessor), the Company recorded a tax provision of $
NOTE 10 — CONCENTRATIONS
Credit risk
As of August 31, 2025 and November 30, 2024, $
Concentrations
The Company’s sole customer, accounted for
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NOTE 11 — STOCKHOLDERS’ EQUITY
Common Stock
The Company was incorporated on April 3, 2024, under the laws of the State of Delaware. Under the Company’s amended and restated articles of incorporation on December 19, 2024, the total authorized number of shares of common stock is
On August 27, 2024, the Company entered into
During the period from October 26, 2024 to November 30, 2024, the Company received a capital contribution of $
During the three and nine months periods ended August 31, 2025, the Company received capital contributions of $
On August 22, 2025, the Company closed its IPO of
Reverse Stock Split
On December 19, 2024, the Company’s board of directors approved and adopted the Amended and Restated Certificate of Incorporation, pursuant to Sections 242 and 245 of the Delaware General Corporation Law (DGCL), which authorized a reverse stock split at a ratio of share of new common stock for each six shares of old common stock. The Company subsequently filed the Amended and Restated Certificate of Incorporation with the State of Delaware, and the Reverse Stock Split became effective at 12:00 AM, Eastern Time, on December 23, 2024. All share information included in the financial statements has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred at the beginning of the earliest period presented. Immediately after the reverse stock split, there were
As of August 31, 2025 and November 30, 2024, there were
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NOTE 12 — COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be a party to various legal actions arising in the ordinary course of business. The Company accrues expenses associated with these matters when they become probable and the amount can be reasonably estimated. Legal expenses incurred in connection with loss contingencies are expensed as incurred.
On April 26, 2021, a class action lawsuit was filed against JAR(Predecessor) and Raymond Paul June in the Superior Court of California, County of Los Angeles, by a former employee, Joaquin Rojas. The lawsuit alleged various wage and hour violations, including failure to pay wages, overtime, and meal and rest break violations, as well as claims under the California Private Attorneys General Act (“PAGA”).
On November 6, 2023, the Superior Court of California granted final approval of a settlement agreement between the parties, under which JAR agreed to pay a Gross Settlement Amount of $
Settlement funds unclaimed after June 8, 2024 will be remitted to the Controller of the State of California under the Unclaimed Property Law (California Civil Code § 1500). This completes the settlement process.
In February 2025, Pablo Aguero (a former employee of JAR, the subsidiary, the “Applicant”) filed a workers’ compensation claim with the California Workers’ Compensation Appeals Board (WCAB Case No: ADJ20520242). This claim relates to his employment in or around May 2023, prior to the acquisition of JAR. While the WCAB filing does not specify a monetary demand, the Applicant previously issued a pre-litigation demand letter asserting claims totaling approximately $
In June 2025, Rafael Perez Linarez (a former employee of JAR, our subsidiary) filed a workers’ compensation claim with the California Workers’ Compensation Appeals Board (WCAB Case No: unassigned). This claim relates to his employment from around July 2020 to June 2022, prior to our acquisition of JAR. Pursuant to the terms of the stock purchase agreement for the acquisition of JAR, liabilities arising from pre-closing employment matters remain the responsibility of the sellers.
In June 2025, Elma Asusena Oliveros filed a workers’ compensation claim with the California Workers’ Compensation Appeals Board (WCAB Case No: ADJ21112337). This claim relates to her employment from around May 2025. As of the date of this report, this matter has been referred to our workers’ compensation insurance carrier and no cost estimates are currently available.
In July 2025, Joseph McNeal (a former employee of JAR, our subsidiary) filed a workers’ compensation claim with the California Workers’ Compensation Appeals Board (WCAB Case No: ADJ21061503). This claim relates to his employment from October 2024 to April 2025. The Company had responded related subpoenas. No cost estimates are currently available
As of August 31, 2025, the Company did not have any other material legal claims or litigation that, individually or in aggregate, could have a material adverse impact on the Company’s unaudited condensed consolidated financial position, results of operations, and cash flows.
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NOTE 13 — RELATED PARTY TRANSACTIONS
a. Nature of relationship with related parties
Name |
| Relationship with Our Company |
Mr. Huan Liu | Chairman of the Board of Directors | |
Mr. Raymond June | Former President and former stockholder of JAR | |
Centurion Tech Holdings Limited | Stockholder | |
Eternal Blessing Holdings Limited | Stockholder | |
Grand Bright International Holdings Ltd | Stockholder |
b. Due to a related party
Amount due to a related party represents funds borrowed from the Company’s Chairman of the Board of Directors, Mr. Huan Liu, to support its operating working capital and investing activities, specifically for the acquisition of JAR. These payables are unsecured, non-interest bearing, and due on demand. During the period from October 26, 2024 through November 30, 2024 (Successor), the Company borrowed an aggregate of $
On March 31, 2025, the Company issued a promissory note to Mr. Huan Liu, pursuant to which the Company may periodically borrow up to $
c. Capital contribution from shareholders
During the nine months ended August 31, 2025, the Company received a capital contribution of $
d. Stockholder Loan for Litigation Settlement
On November 20, 2023, JAR entered into a secured loan agreement with a stockholder for a principal amount of $
During the nine months ended August 31, 2024 (Predecessor), JAR made loan repayments of $
On November 22, 2024, the Company and JAR entered into a second amended stock purchase agreement, establishing October 25, 2024, as the effective acquisition date. In accordance with the agreement, the remaining balance of the stockholder loan was fully repaid prior to closing of the transaction in November 2024, and
e. Business Loan Guarantees
Between August 2020 and January 2022 (Predecessor period), JAR entered into multiple secured term loan agreements with
19
In connection with the acquisition of JAR by the Company on October 25, 2024, the outstanding balances of these loans were fully repaid at carrying value by JAR’s former stockholders, and the personal guarantees provided by Mr. June were released prior to the closing of the transaction.
f. Revolving credit
In February 2025, the Company obtained
NOTE 14 — SUBSEQUENT EVENTS
On September 4, 2025, the Company paid $
The Company has performed an evaluation of subsequent events occurring since September 1, 2025 and has determined that, except for the matters mentioned above, no adjustment to or disclosure in the unaudited condensed consolidated financial statements is required.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q.
Forward-Looking Statements
This quarterly report on Form 10-Q 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 this 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this quarterly report on Form 10-Q.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a holding company incorporated in Delaware. Through our wholly owned subsidiary, JAR, a California-based operating entity, we specialize in last-mile delivery services within California. Our core business focuses on retrieving packages from distribution hubs and ensuring their prompt and secure delivery to recipients’ doorsteps. Committed to innovation and efficiency, our mission is to optimize last-mile logistics by providing efficient, reliable, and innovative delivery solutions.
As of the date of this quarterly report, we employ approximately 31 full-time staff, including approximately 24 drivers. Our fleet consists of approximately 23 trucks and trailers. We provide exclusive pickup and delivery services within our designated service area, covering approximately 1,665.28 square miles. We utilize GroundCloud, a leading logistics software, during our course of business, for route optimization, driver management, and compliance monitoring. Additionally, we are actively expanding our investment in advanced technologies to enhance our scalability, automate our operations, and drive our data-driven decision-making. On an average day, we complete between 1,000 to 1,700 stops, facilitating the pickup and delivery of approximately 1,200 to 2,000 packages. During peak seasons, our daily stops rise to an estimated 2,000, allowing us to meet heightened demand with efficiency and reliability.
Currently, we pick up packages from the distribution hubs of FedEx and deliver them to recipients within designated service areas. While FedEx has been our only customer under an Independent Service Provider (“ISP”) agreement, we are actively exploring opportunities to expand our customer base, diversify our revenue streams and strengthen our market presence.
The holding company, prior to the acquisition of JAR on October 25, 2024 (the “Acquisition Date”), did not have any active business operations.
Key Factors Affecting Our Results of Operations
Our results of operations are influenced by several interrelated factors that reflect the dynamic nature of our business environment. The following are the key factors that impact our performance:
| ● | E-Commerce Growth: We believe the rapid growth of e-commerce is a driving force behind the increased demand for last-mile delivery services. As consumer habits continue to shift toward online shopping, we anticipate benefiting from rising delivery volumes. Meeting customer expectations for fast and reliable service requires ongoing investments in technology and operational capacity. |
| ● | Labor Costs and Workforce Management: Labor costs are one of the largest components of our cost structure, accounting for approximately 50% or more of our total costs through August 31, 2025. Retaining a skilled and motivated workforce is critical to maintaining service quality. We strive to mitigate these challenges by optimizing staffing models, including employing part-time and gig workers during peak demand periods, and investing in workforce training and retention programs to improve driver efficiency and reduce turnover. |
| ● | Fuel Costs and Operational Efficiency: Fuel costs are another significant component of our cost of revenue and fluctuations in fuel prices can directly affect our profitability. We managed fuel expenses through standard route planning and operational adjustments on or prior to the Acquisition Date. To further enhance efficiency, we have implemented route optimization strategies aimed at reducing mileage and improving fuel efficiency. In addition, we are exploring the integration of electric vehicles to reduce our reliance on traditional fuel sources and align with our sustainability objectives. |
| ● | Seasonal Demand and Resource Scaling: Peak seasons, such as the holiday period, account for a substantial portion of our annual revenue. Managing this demand requires precise planning and execution, including the temporary hiring of additional drivers, flexible routing strategies, and leveraging the FedEx DRO system, a predictive tool to anticipate delivery patterns. Successfully navigating these high-demand periods is essential to maintaining our reputation and customer relationships. |
| ● | Technology Investments: We utilize GroundCloud, a leading logistics software, for route optimization, driver management, and compliance monitoring. While continuing to leverage this system, we are also expanding our investments in advanced technologies to enhance operational scalability, data-driven decision-making, and automation. By continuously evaluating and adopting innovative solutions, we aim to enhance efficiency, improve service reliability, and optimize operational costs. These |
22
| ongoing investments in logistics technology are expected to strengthen our capacity to manage growing delivery volumes and position us for long-term success. |
| ● | Customer and Geographic Concentration: As of the date of this quarterly report, 100% of our revenue is derived from FedEx. While this relationship provides a stable source of revenue, it also results in a significant concentration of our business with a single customer. In addition, our operations are currently conducted exclusively within the State of California, which subjects us to regional economic conditions, regulatory requirements, and market dynamics specific to that jurisdiction. This geographic concentration, together with our customer concentration, exposes us to additional risks that could materially and adversely affect our business, financial condition, and results of operations. We are actively seeking to broaden our customer relationships and expand our operational presence beyond California in order to reduce such concentration risks over time. |
| ● | Capital Investments in Infrastructure: Sustained growth depends on strategic investments in vehicles, the transition to electric vehicle, and operational infrastructure, which includes tools and software that support our operations. We focused primarily on maintaining existing operations prior to the Acquisition Date. Following the Acquisition Date, we are adopting a more proactive investment strategy to expand capacity, enhance efficiency, and integrate advanced logistics solutions. These investments support our ability to scale operations, meet customer expectations, and enhance operational efficiency. While these expenditures may impact short-term profitability, they are essential for long-term success. |
Results of Operations
Comparison of Results of Operations for the Three and Nine Months Periods ended August 31, 2025 (Successor) and August 31, 2024 (Predecessor):
| For the Three Months | For the Nine Months |
| ||||||||||||||||||||||||||||
Ended August 31, | Ended August 31, |
| |||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 |
| |||||||||||||||||||||||||||
(Successor) | (Predecessor) | Change | (Successor) | (Predecessor) | Change |
| |||||||||||||||||||||||||
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| |||||||
Revenue | $ | 633,865 |
| 100.0 | % | $ | 590,375 |
| 100.0 | % | $ | 43,490 |
| 7.4 | % | $ | 1,956,258 |
| 100.0 | % | $ | 1,814,315 |
| 100.0 | % | $ | 141,943 |
| 7.8 | % | |
Cost of Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cost of service |
| 56,974 |
| 9.0 | % |
| 54,602 |
| 9.2 | % |
| 2,372 |
| 4.3 | % |
| 176,984 |
| 9.0 | % |
| 141,665 |
| 7.8 | % |
| 35,319 |
| 24.9 | % | |
Cost of labor |
| 347,945 |
| 54.9 | % |
| 330,747 |
| 56.0 | % |
| 17,198 |
| 5.2 | % |
| 1,085,885 |
| 55.5 | % |
| 971,560 |
| 53.5 | % |
| 114,325 |
| 11.8 | % | |
Fuel |
| 94,654 |
| 14.9 | % |
| 102,614 |
| 17.4 | % |
| (7,960) |
| (7.8) | % |
| 304,600 |
| 15.9 | % |
| 318,477 |
| 17.6 | % |
| (13,877) |
| (4.4) | % | |
Maintenance and repairs |
| 63,143 |
| 10.0 | % |
| 71,583 |
| 13.1 | % |
| (8,440) |
| (11.8) | % |
| 207,709 |
| 10.9 | % |
| 216,647 |
| 11.9 | % |
| (8,938) |
| (4.1) | % | |
Depreciation and amortization |
| 64,332 |
| 10.1 | % |
| 60,618 |
| 10.3 | % |
| 3,714 |
| 6.1 | % |
| 188,668 |
| 9.6 | % |
| 180,445 |
| 9.9 | % |
| 8,223 |
| 4.6 | % | |
Total cost of revenue |
| 627,048 |
| 98.9 | % |
| 620,614 |
| 105.0 | % |
| 6,884 |
| 1.1 | % |
| 1,963,846 |
| 100.3 | % |
| 1,828,794 |
| 100.7 | % |
| 135,052 |
| 7.4 | % | |
Gross Profit (Loss) |
| 6,817 |
| 1.1 | % |
| (29,789) |
| (5.0) | % |
| 36,606 |
| 122.9 | % |
| (7,588) |
| (0.3) | % |
| (14,479) |
| (0.7) | % |
| 6,891 |
| 47.6 | % | |
General and administrative expenses |
| 151,600 |
| 23.9 | % |
| 39,280 |
| 6.7 | % |
| 112,320 |
| 285.9 | % |
| 576,981 |
| 29.5 | % |
| 108,299 |
| 6.0 | % |
| 468,682 |
| 432.8 | % | |
Total operating expenses |
| 151,600 |
| 23.9 | % |
| 39,280 |
| 6.7 | % |
| 112,320 |
| 285.9 | % |
| (576,981) |
| 29.5 | % |
| 108,299 |
| 6.0 | % |
| 468,682 |
| 432.8 | % | |
Loss from Operations |
| (144,783) |
| (22.8) | % |
| (69,069) |
| (11.7) | % |
| (75,714) |
| 109.6 | % |
| (584,569) |
| (29.8) | % |
| (122,778) |
| (6.7) | % |
| (461,791) |
| 376.1 | % | |
Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Interest income (expense), net |
| 2,248 |
| 0.4 | % |
| (7,236) |
| (1.2) | % |
| 9,484 |
| 131.1 | % |
| 2,248 |
| 0.1 | % |
| (23,907) |
| (1.3) | % |
| 26,155 |
| (109.4) | % | |
Other income (expense), net |
| — |
| — | % |
| (221) |
| 0.0 | % |
| 221 |
| 100.0 | % |
| 21,285 |
| 1.1 | % |
| 2,964 |
| 0.2 | % |
| 18,321 |
| 618.1 | % | |
Total other income (expense), net |
| 2,248 |
| 0.4 | % |
| (7,457) |
| 1.2 | % |
| 9,705 |
| 130.1 | % |
| 23,533 |
| 1.2 | % |
| (20,943) |
| (1.1) | % |
| 44,476 |
| (212.4) | % | |
Loss before Income Tax Provision |
| (142,535) |
| (22.4) | % |
| (76,526) |
| (12.9) | % |
| (66,009) |
| (86.3) | % |
| (561,036) |
| (28.6) | % |
| (143,721) |
| (7.8) | % |
| (417,315) |
| (290.4) | % | |
Income Tax Provision (Benefit) |
| 43,346 |
| 6.8 | % |
| — |
| — | % |
| 43,346 |
| 100.0 | % |
| (62,552) |
| (3.2) | % |
| 800 |
| 0.0 | % |
| (63,352) |
| (7,919.0) | % | |
Net Loss | $ | (185,881) |
| (29.2) | % | $ | (76,526) |
| (12.9) | % | $ | (109,355) |
| (142.9) | % | $ | (498,484) |
| (25.4) | % | $ | (144,521) |
| (7.8) | % | $ | (353,963) |
| 244.9 | % | |
Revenue
Our revenue is structured into two main categories: (i) fixed revenue, which includes weekly service charges, branding-related reimbursements, and peak season surcharges, and (ii) activity-based revenue, which includes charges based on the number of stops, packages delivered, e-commerce orders, fuel surcharges, and other variable components.
For the three months ended August 31, 2025 (Successor), we generated total 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 (Predecessor). For the nine months ended August 31, 2025 (Successor), we generated total 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 (Predecessor). These increases were primarily attributable to higher volume-based activity revenue, particularly from e-commerce deliveries, which offset the decline in fixed weekly service fees. This growth also reflects our
23
ongoing improvements in operational execution, including optimized route allocation and enhanced workforce scheduling under the FedEx ISP framework.
The table below sets forth a breakdown of revenue components for the periods indicated:
| For the Three Months | For the Nine Months | |||||||||||||||||||||||||||||
Ended August 31, | Ended August 31, |
| |||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 |
| |||||||||||||||||||||||||||
(Successor) | (Predecessor) | Change | (Successor) | (Predecessor) | Change |
| |||||||||||||||||||||||||
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| |||||||
Fixed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Weekly service charges | $ | 146,221 |
| 23.1 | % | $ | 164,709 |
| 27.9 | % | $ | (18,488) |
| (11.2) | % | $ | 438,182 |
| 22.4 | % | $ | 490,920 |
| 27.1 | % | $ | (52,738) |
| (10.7) | % | |
Branding-related |
| 9,423 |
| 1.5 | % |
| 11,088 |
| 1.9 | % |
| (1,665) |
| (15.0) | % |
| 26,729 |
| 1.4 | % |
| 31,108 |
| 1.7 | % |
| (4,379) |
| (14.1) | % | |
Subtotal: | 155,644 |
| 24.6 | % |
| 175,797 |
| 29.8 | % |
| (20,153) |
| (11.5) | % | 464,911 |
| 23.8 | % |
| 522,028 |
| 88.4 | % |
| (57,117) |
| (10.9) | % | |||
Activity-based: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Stops |
| 102,705 |
| 16.2 | % |
| 93,102 |
| 15.8 | % |
| 9,603 |
| 10.3 | % |
| 306,607 |
| 15.7 | % |
| 287,877 |
| 15.9 | % |
| 18,730 |
| 6.5 | % | |
Packages |
| 15,795 |
| 2.5 | % |
| 15,305 |
| 2.6 | % |
| 490 |
| 3.2 | % |
| 45,509 |
| 2.3 | % |
| 47,718 |
| 2.6 | % |
| (2,209) |
| (4.6) | % | |
E-Commerce |
| 269,965 |
| 42.6 | % |
| 240,583 |
| 40.8 | % |
| 29,382 |
| 12.2 | % |
| 836,884 |
| 42.8 | % |
| 724,130 |
| 39.9 | % |
| 112,754 |
| 15.6 | % | |
Large packages |
| 19,543 |
| 3.1 | % |
| 17,989 |
| 3.0 | % |
| 1,554 |
| 8.6 | % |
| 55,583 |
| 2.8 | % |
| 49,489 |
| 2.7 | % |
| 6,094 |
| 12.3 | % | |
Fuel Surcharge |
| 69,697 |
| 11.0 | % |
| 47,466 |
| 8.0 | % |
| 22,231 |
| 46.8 | % |
| 212,816 |
| 10.9 | % |
| 153,806 |
| 8.5 | % |
| 59,010 |
| 38.4 | % | |
Surge Stops |
| — |
| 0.0 | % |
| — |
| — | % |
| — |
| — | % |
| 29,983 |
| 1.5 | % |
| 26,844 |
| 1.5 | % |
| 3,139 |
| 11.7 | % | |
Subtotal: |
| 477,705 |
| 75.4 | % |
| 414,445 |
| 70.2 | % |
| 63,260 |
| 15.3 | % |
| 1,487,382 |
| 76.0 | % |
| 1,289,864 |
| 71.1 | % |
| 197,518 |
| 15.3 | % | |
Other Pickup and Delivery (P&D) |
| 516 |
| 0.0 | % |
| 133 |
| 0.0 | % |
| 383 |
| 288.0 | % |
| 3,965 |
| 0.2 | % |
| 2,423 |
| 0.4 | % |
| 1,542 |
| 63.6 | % | |
Total Revenue | $ | 633,865 |
| 100.0 | % | $ | 590,375 |
| 100.0 | % | $ | 43,490 |
| 7.4 | % | $ | 1,956,258 |
| 100.0 | % | $ | 1,814,315 |
| 100.0 | % | $ | 141,943 |
| 7.8 | % | |
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 attributable to our continued focus on operational throughput under the FedEx ISP structure, driven by higher E-Commerce Stop Charge and Per-Stop Fuel Surcharge rates, resulting in a $29,382, or 12.2%, increase in E-Commerce charges and a $22,231, or 46.8%, increase in fuel surcharges. 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 from $164,709 to $146,221. Pursuant to our agreement with FedEx dated October 12, 2024, our weekly fixed service fees will remain unchanged from October 2024 through January 2026.
Activity-based revenue accounted for $1,487,382, or 76.0% of total revenue, during the nine months ended August 31, 2025, compared with $1,289,864, or 71.1% of total revenue, for the same period in the prior year. This increase primarily reflected higher E-Commerce Stop Charge and Per-Stop Fuel Surcharge rates instituted by FedEx, which resulted in a $112,754, or 15.6%, increase in E-Commerce charges and a $59,010, or 38.4%, increase in fuel surcharges, as well as our continued emphasis on operational throughput under the FedEx ISP structure. Fixed revenue, including weekly service charges and branding-related revenue, declined by $57,117, or 10.9%, primarily due to reduced baseline compensation under our updated service contract.
Among all revenue categories, e-commerce deliveries and weekly service charges remained the two largest contributors to our total revenue for both the three and nine months ended August 31, 2025 (Successor) and August 31, 2024 (Predecessor).
| ● | E-commerce deliveries generated $269,965 in revenue during the three months ended August 31, 2025 (Successor), or 42.6% of total revenue, compared with $240,583, or 40.8%, during the three months ended August 31, 2024 (Predecessor). E-commerce deliveries generated $836,884 in revenue during the nine months ended August 31, 2025 (Successor), or 42.8% of total revenue, compared with $724,130, or 39.9%, during the nine months ended August 31, 2024 (Predecessor).The increases in both periods, $29,382, or 12.2% during the third quarter of 2025 and $112,754, or 15.6% during the nine-month period of 2025, were primarily driven by increased standard pricing, sustained residential delivery demand and route density improvements within our assigned FedEx service areas. E-commerce deliveries represented the largest revenue component in both periods. |
| ● | Weekly service charges totaled $146,221, or 23.1% of total revenue, for the three months ended August 31, 2025 (Successor), compared with $164,709, or 27.9%, during the three months ended August 31, 2024 (Predecessor), and totaled $438,182, or 22.4% of total revenue, for the nine months ended August 31, 2025 (Successor), compared with $490,920, or 27.1%, during the nine months ended August 31, 2024 (Predecessor). The declines of $18,488, or 11.2% during the third quarter of 2025, and |
24
| $52,738, or 10.7% during the nine-month period of 2025, respectively, were primarily attributable to the decrease in the baseline contractual rates under our updated ISP agreement with FedEx. Although the dollar amounts decreased, these fixed service charges continued to provide a stable recurring revenue base that provided some predictability in our operating model. Our weekly service charges are expected to remain stable through January 2026. |
Cost of Revenue
The table below summarizes the total cost of revenue and its components for the interim periods presented:
| For the Three Months | For the Nine Months |
| ||||||||||||||||||||||||||||
Ended August 31, | Ended August 31, |
| |||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 |
| |||||||||||||||||||||||||||
(Successor) | (Predecessor) | Change | (Successor) | (Predecessor) | Change |
| |||||||||||||||||||||||||
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| |||||||
Cost of service | $ | 56,974 |
| 9.1 | % | $ | 54,602 |
| 8.8 | % | $ | 2,372 |
| 4.3 | % | $ | 176,984 |
| 9.0 | % | $ | 141,665 |
| 7.7 | % | $ | 35,319 |
| 24.9 | % | |
Cost of Labor |
| 347,945 |
| 55.5 | % |
| 330,747 |
| 53.4 | % |
| 17,198 |
| 5.2 | % |
| 1,085,885 |
| 55.3 | % |
| 971,560 |
| 53.2 | % |
| 114,325 |
| 11.8 | % | |
Fuel |
| 94,654 |
| 15.1 | % |
| 102,614 |
| 16.6 | % |
| (7,960) |
| (7.8) | % |
| 304,600 |
| 15.5 | % |
| 318,477 |
| 17.4 | % |
| (13,877) |
| (4.4) | % | |
Maintenance and repairs |
| 63,143 |
| 10.0 | % |
| 71,583 |
| 11.5 | % |
| (8,440) |
| (11.8) | % |
| 207,709 |
| 10.6 | % |
| 216,647 |
| 11.8 | % |
| (8,938) |
| (4.1) | % | |
Depreciation and amortization |
| 64,332 |
| 10.3 | % |
| 60,618 |
| 9.7 | % |
| 3,714 |
| 6.1 | % |
| 188,668 |
| 9.6 | % |
| 180,445 |
| 9.9 | % |
| 8,223 |
| 4.6 | % | |
Total Cost of Revenue | $ | 627,048 |
| 100.0 | % | $ | 620,164 |
| 100.0 | % | $ | 6,884 |
| 1.1 | % | $ | 1,963,846 |
| 100.0 | % | $ | 1,828,794 |
| 100.0 | % | $ | 135,052 |
| 7.4 | % | |
For the three months ended August 31, 2025 (Successor), our cost of revenue was $627,048, or 98.9% of total revenue, compared with $620,164, or 105.0%, for the three months ended August 31, 2024 (Predecessor). Cost of revenue was nominally higher in the 2025 period versus the comparable 2024 period due primarily to higher labor costs, partially offset by lower fuel prices and maintenance and repair fees, but were sufficiently well controlled to generate a first time gross profit.
For the nine months ended August 31, 2025 (Successor), our cost of revenue was $1,963,846, or 100.3% of total revenue, compared with $1,828,794, or 100.7%, for the nine months ended August 31, 2024 (Predecessor), representing an increase of $135,052, or 7.4%. This increase was mainly driven by higher labor and service costs.
The cost of revenue consists of labor, fuel, depreciation and amortization, service and maintenance related expenses. Each component of our cost of revenue impacted the overall cost structure during the three and nine months ended August 31, 2025 (Successor) and the three months and nine months ended August 31, 2024 (Predecessor), as discussed below:
| ● | Service: Service expenses totaled $56,974, or 9.1% of total cost of revenue, during the three months ended August 31, 2025 (Successor), compared with $54,602 during the three months ended August 31, 2024 (Predecessor). For the nine months ended August 31, 2025 (Successor) and August 31, 2024 (Predecessor), service expenses totaled $176,984, or 9.0% of total cost of revenue, and $141,665 or 7.7% of total cost of revenue respectively. These increases were primarily attributable to higher insurance premiums and technology-related upgrades, including route management software and the replacement and data usage of handheld scanner devices. |
| ● | Labor: Labor expenses remained the largest component of our costs of revenue, totaling $347,945, or 55.5% during the three months ended August 31, 2025 (Successor), an increase of $17,198, or 5.2%, compared with the three months ended August 31, 2024 (Predecessor). Labor expenses for the nine months ended August 31, 2025 (Successor) totaled $1,085,885, or 55.3% of total cost of revenues, compared with $971,560, or 53.2%, of total cost of revenues for the nine months ended August 31, 2024 (Predecessor). These increases reflected higher service volume and staffing adjustments driven by increased activity-based service. |
| ● | Maintenance and Repair: Maintenance and repair expense decreased by $8,440, or 11.8%, to $63,143 during the three months ended August 31, 2025 (Successor), compared with $71,583 for the three months ended August 31, 2024 (Predecessor). This decrease occurred primarily as a result of route and scheduling improvements achieved since the Acquisition Date, as well as enhanced “gentle driving” training and performance-based incentives that encourage drivers to properly maintain their vehicles. Maintenance and repair expense decreased by $8,938, or 4.1% to $207,709 during the nine months ended August 31, 2025 (Successor), compared with $216,647 for the nine months ended August 31, 2024 (Predecessor). Maintenance and repair |
25
| expense reflected higher deferred maintenance activities performed during the JAR post-acquisition period in the first fiscal quarter of 2025, partially offset by decreased daily maintenance expenditures in the second and third fiscal quarters of 2025. |
| ● | Depreciation and Amortization: Depreciation and amortization expenses totaled $64,332 during the three months ended August 31, 2025 (Successor), an increase of $3,714, or 6.1%, over the comparable Predecessor period. For the nine months ended August 31, 2025 (Successor), depreciation and amortization expense totaled $188,668, up $8,223 or 4.6%, over the comparable Predecessor period. Amortization of intangible assets, which we recorded after the JAR acquisition, accounted for the increase while depreciation remained relatively unchanged. |
| ● | Fuel: Fuel expense decreased by $7,960, or 7.8%, to $94,654 for the three months ended August 31, 2025 (Successor). The decrease of fuel, compared with the activity-based increase of revenue, was primarily driven by improved route planning and enhanced driver operations, which contributed to more efficient fuel utilization and lower average mileage per route, and the introduction of new electric trucks into operations beginning this fiscal quarter. For the nine months ended August 31, 2025 (Successor), fuel expense decreased by $13,877, or 4.4%, to $304,600 primarily due to improved energy management and route planning over the comparable Predecessor period. |
Gross Profit (Loss)
For the three months ended August 31, 2025 (Successor), we recorded our first gross profit of $6,817, or 1.1% of total revenue, compared with a gross loss of $29,789, or (5.0)%, for the three months ended August 31, 2024 (Predecessor). The increase of $36,606 was primarily driven by increased revenue.
For the nine months ended August 31, 2025 (Successor), we recorded a gross loss of $7,588, or (0.3)% of total revenue, compared with a gross loss of $14,479, or (0.7)% of total revenue for the nine months ended August 31, 2024 (Predecessor). The increase of $6,891 was primarily driven by an increase in revenue.
General and Administrative Expenses
The following table sets forth the breakdown of our general and administrative expenses for the periods presented.
| For the Three Months | For the Nine Months |
| ||||||||||||||||||||||||||||
Ended August 31, | Ended August 31, |
| |||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 |
| |||||||||||||||||||||||||||
(Successor) | (Predecessor) | Change | (Successor) | (Predecessor) | Change |
| |||||||||||||||||||||||||
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| Amount |
| % |
| |||||||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Professional fees | $ | 53,449 |
| 35.3 | % | $ | 22,390 |
| 57.0 | % | $ | 31,059 |
| 138.7 | % | $ | 314,655 |
| 54.5 | % | $ | 66,978 |
| 61.8 | % | $ | 247,677 |
| 369.8 | % | |
Payroll Expense |
| 76,853 |
| 50.7 | % |
| — |
| — | % |
| 76,853 |
| 100.0 | % |
| 228,542 |
| 39.6 | % |
| — |
| — | % |
| 228,542 |
| 100.0 | % | |
Others |
| 21,298 |
| 14.0 | % |
| 16,890 |
| 43.0 | % |
| 4,408 |
| 26.1 | % |
| 33,784 |
| 5.9 | % |
| 41,321 |
| 38.2 | % |
| (7,537) |
| (18.2) | % | |
Total general and administrative expenses | $ | 151,600 |
| 100.0 | % | $ | 39,280 |
| 100.0 | % | $ | 112,320 |
| 285.9 | % | $ | 576,981 |
| 100.0 | % | $ | 108,299 |
| 100.0 | % | $ | 468,682 |
| 432.8 | % | |
For the three months ended August 31, 2025 (Successor), general and administrative expenses were $151,600, compared with $39,280 for the three months ended August 31, 2024 (Predecessor), representing an increase of $112,320, or 285.9%. The current period included $53,449 in legal and accounting fees, primarily for audit services, financial reporting, and regulatory compliance related to our successful IPO and subsequent status as a public company. We also recorded $76,853 in payroll expenses associated with personnel supporting corporate governance, internal controls, and administrative operations that were not incurred in the comparable Predecessor period. Other categories, such as systems support and general office expenses, remained stable relative to the current operational scope.
For the nine months ended August 31, 2025 (Successor), general and administrative expenses were $576,981, compared with $108,299 for the nine months ended August 31, 2024 (Predecessor), representing an increase of $468,682, or 432.8%. The current period included $314,655 in legal and accounting fees, primarily for audit services, financial reporting, and regulatory compliance related to the JAR acquisition. We also recorded $228,542 in payroll expenses associated with personnel supporting corporate governance, internal
26
controls, and administrative operations that were not incurred in the comparable Predecessor period. Other categories, such as systems support and general office expenses, remained stable relative to the current operational scope.
Other Income (Expenses)
Interest income (expense), net
Interest income was $2,248 for the three and nine months ended August 31, 2025 (Successor), compared with an interest expense of $7,236 and $23,907, respectively, for the three and nine months ended August 31, 2024 (Predecessor). This improvement was primarily attributable to investing the proceeds from the IPO and that we assumed no debt obligations as part of the JAR acquisition and therefore incurred no interest expense.
Other Income (expense), net
Other income (expense), net for the three months ended August 31, 2025 (Successor) was nil and was insignificant for the three months ended August 31, 2024 (Predecessor). Other income, net for the nine months ended August 31, 2025 (Successor) was $21,285, compared with $2,964 for the nine months ended August 31, 2024 (Predecessor), Other income, net recorded in the nine months period of 2025 consisted mainly of net commission income during the effective periods of stock purchase agreements with two independent last-mile delivery service providers. On January 18, 2025, we entered into separate stock purchase agreements with two last-mile delivery service providers, Wandun Enterprise Inc (“Wandun”) and WJ Management Inc (“WJ”), along with all of their respective stockholders, to acquire the 100% equity interest in each company. The purchases became effective on February 7, 2025 and were terminated on March 28, 2025. The terminations were primarily driven by the fact that, following our assumption of operational control, the financial performance of the target businesses did not meet our expectations. The income we earned under these agreements during the time they were in force was recognized as other income.
Income Tax Provision
Our income tax provision was $43,346 for the three months ended August 31, 2025 (Successor), compared with an income tax provision of $0 for the three months ended August 31, 2024 (Predecessor) due to the tax provision adjustment in Q3 2025 related to nondeductible IPO-related costs.
We recorded a tax benefit of $62,552, for the nine months ended August 31, 2025 (Successor), compared with a provision of $800 for the nine months ended August 31, 2024 (Predecessor). The realization of a tax benefit was mainly driven by the loss before income taxes we incurred during the nine months ended August 31, 2025 (Successor).
Net Loss
As a result of the above factors, for the three months ended August 31, 2025 (Successor), we reported a net loss of $185,881, compared with a net loss for the three months ended August 31, 2024 (Predecessor) of $76,526. For the nine months ended August 31, 2025 (Successor), we reported a net loss of $498,484, compared with a net loss for the nine months ended August 31, 2024 (Predecessor) of $144,521.
Cash Flows for the Nine Months ended August 31, 2025(Successor) and August 31, 2024(Predecessor)
The following table summarizes our cash flows for the periods presented:
| Successor |
| Predecessor | |||
For the Nine Months | For the Nine Months | |||||
Ended August 31, 2025 | Ended August 31, 2024 | |||||
Net cash (used in) provided by operating activities | $ | (640,210) | $ | 157,921 | ||
Net cash used in investing activities |
| (79,908) |
| — | ||
Net cash provided by (used in) financing activities |
| 14,103,098 |
| (165,878) | ||
Net increase (decrease) in cash | $ | 13,382,980 | $ | (7,957) | ||
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Operating Activities
Net cash used in operations was $640,210 for the nine months ended August 31, 2025 (Successor) compared with net cash provided by operations of $157,921 during the nine months ended August 31, 2024 (Predecessor). The change was primarily due to the increase in net loss, the reduction in our tax benefit as the result of incurring an income tax provision in the third fiscal quarter, and a reduction in accounts payable as we paid the remaining costs related to our IPO.
Investing Activities
Net cash used in investing activities was $79,908 for the nine months ended August 31, 2025 (Successor) due to the purchase of new electronic delivery vehicles.
Financing Activities
Net cash provided by financing activities of $14,103,098 for the nine months ended August 31, 2025 (Successor), was mainly contributed by the proceeds from our IPO.
Net cash used in financing activities amounted to $165,878 for the nine months ended August 31, 2024 (Predecessor), mainly consisted of repayments of long-term borrowings of $176,335.
Contractual Obligations and Other Commitments
We have no long-term fixed contractual obligations or commitments as of August 31, 2025.
Liquidity and Capital Resources
We have incurred net losses and negative cash flows since inception. For the nine months ended August 31, 2025, we reported a net loss of $0.5 million and used $0.6 million of cash in operating activities. As of August 31, 2025, we had an accumulated deficit of $0.8 million. On August 20, 2025, we completed our initial public offering (“IPO”) resulting in net proceeds of approximately $13.7 million, after deducting underwriting discounts and commissions and offering expenses payable by us. Management believes that the current cash, including the net proceeds from the IPO, will be sufficient to fund its operating and capital expenditure requirements in excess of the next 12 months from the issuance date of these financial statements.
In February 2025, we obtained two separate $2.0 million revolving credit facilities from major stockholders providing an additional liquidity buffer of $4.0 million (see Note 12(f)). Borrowings under these facilities are repayable at the end of the 24-month term but may be extended for an additional 12 month term. As of August 31, 2025, we had not drawn under these revolving credit facilities.
Our future capital requirements will depend on many factors, including the rate of revenue growth, the timing and amount of cash received from customers, the expansion of sales and marketing activities, the timing and cost of new service efforts, and the success of its efforts to expand business with its current client and to acquire additional businesses. We may require additional equity or debt financing to fund its future operations. There can be no assurance that such financing will be available on acceptable terms, or at all. If we are unable to raise additional capital when needed, it could be forced to delay, reduce, or eliminate its research and development programs or future commercialization efforts, which could adversely affect its business prospects.
Critical Accounting Policies and Estimates
We prepare our financial statements in conformity with the accounting principles generally accepted in the U.S. (“U.S. GAAP”), which require us to make judgments, estimates, and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past fiscal year, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.
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As of the date of this quarterly report, there have been no material changes to our critical accounting policies as discussed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of August 31, 2025 and identified a material weakness in our internal control over financial reporting and other control deficiencies as of August 31, 2025. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified to date relate to the Company’s lack of an internal review function to monitor the control execution, which may lead to material audit adjustments to the financial statements.
Following the identification of this material weakness, we plan to take remedial measures including (i) setting up additional financial procedures and entity-level controls as well as engaging an external consulting firm as necessary to assist us with the assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control; and (ii) appointing independent directors and strengthening corporate governance.
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Specifically, we have assembled a core finance team consisting of a chief financial officer and a financial controller, both of whom possess deep expertise in U.S. GAAP and rich experience in accounting for U.S. public companies. In parallel, the Company’s finance team is also in the process of developing and implementing financial procedures and entity-level controls designed to achieve and maintain effective internal control over financial reporting. These efforts include the design and execution of robust financial closing policies and procedures, as well as the institution of an effective internal review process. To further strengthen our financial reporting function and control framework, the Company plans to implement additional remedial measures as necessary, including (i) enhancing U.S. GAAP accounting and financial reporting training for its accounting and financial reporting personnel; (ii) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience, and (iii) engaging an external consulting firm to assist our assessment of Sarbanes-Oxley compliance requirements and improvement of our overall internal control.
In addition, Mr. Francis A. Braun III, one of our three independent directors, is a recently retired partner from a major independent accounting firm with significant experience in finance, accounting, and corporate governance. Another independent director, Mr. Ninoslav Vasic also has multiple years of experience in financial planning and analysis, business process management, and financial management. Our board of directors has also determined that both Mr. Francis A. Braun III and Mr. Ninoslav Vasic qualify as audit committee financial experts within the meaning of the SEC rules or possess financial sophistication within the meaning of the Nasdaq listing rules.
However, the implementation of these measures may not fully address the material weakness in our internal control over financial reporting. Our failure to correct the material weakness or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations, and prospects, as well as the trading price of our Class A common stock, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.
Internal Control Over Financial Reporting
Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended August 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Elite Express Holding Inc.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In February 2025, Pablo Aguero (a former employee of JAR, our subsidiary) filed a workers’ compensation claim with the California Workers’ Compensation Appeals Board (WCAB Case No: ADJ20520242). This claim relates to his employment in or around May 2023, prior to our acquisition of JAR. While the WCAB filing does not specify a monetary demand, Pablo Aguero previously issued a pre-litigation demand letter asserting claims totaling approximately $46,600. Pursuant to the terms of the stock purchase agreement for the acquisition of JAR, liabilities arising from pre-closing employment matters remain the responsibility of the sellers. Accordingly, the claim is currently being handled by the sellers and legal counsel designated by JAR’s employment practices liability insurance carrier. We have requested their assistance in responding to subpoenas issued in connection with the WCAB proceeding, which seek personnel and payroll records related to Pablo Aguero, and they are currently in the process of providing the requested documents. Based on the information available to date, the Company does not anticipate that the outcome of this proceeding will have a material impact on our business or financial condition.
In June 2025, Rafael Perez Linarez (a former employee of JAR, our subsidiary) filed a workers’ compensation claim with the California Workers’ Compensation Appeals Board (WCAB Case No: unassigned). This claim relates to his employment from around July 2020 to June 2022, prior to our acquisition of JAR. Pursuant to the terms of the stock purchase agreement for the acquisition of JAR, liabilities arising from pre-closing employment matters remain the responsibility of the sellers.
In June 2025, Elma Asusena Oliveros filed a workers’ compensation claim with the California Workers’ Compensation Appeals Board (WCAB Case No: ADJ21112337). This claim relates to her employment from around May 2025. As of the date of this report, this matter has been referred to our workers’ compensation insurance carrier and no cost estimates are currently available.
In July 2025, Joseph McNeal (a former employee of JAR, our subsidiary) filed a workers’ compensation claim with the California Workers’ Compensation Appeals Board (WCAB Case No: ADJ21061503). This claim relates to his employment from October 2024 to April 2025. The Company had responded related subpoenas. No cost estimates are currently available.
From time to time, we may become a party to various other legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, breach of contract, and labor and employment claims. We are currently not a party to any material lawsuits, and we are not aware of any threats of lawsuits against us that are anticipated to have a major impact on our business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of resources, including the management’s time and attention.
Item 1A. Risk Factors
The financial soundness of financial institutions with which we place our cash and cash equivalents could affect our financial conditions, business and result of operations.
As of August 31, 2025 and November 30, 2024, $7 million and $0, respectively, of the Company’s cash was deposited in U.S. dollar accounts in financial institutions in Hong Kong. Per Hong Kong regulations, bank deposits may be insured by up to HKD 800,000 (approximately $102,560) for each financial institution. The Company’s total uninsured cash held in Bank of China (Hong Kong) Limited, amounted to approximately $6.9 million and $0 as of August 31, 2025 and November 30, 2024, respectively. As of the date of this quarterly report, the Company has not experienced any losses in such accounts.
However, because the Company does not otherwise conduct business operations in Hong Kong, the placement of a substantial portion of its cash in that jurisdiction exposes it to additional risks associated with the political, legal, and economic environment of a foreign country. These include risks arising from potential changes in Hong Kong’s financial system, banking regulations, capital controls, or its relationship with the People’s Republic of China, as well as the possible impact of international sanctions, foreign exchange restrictions, or governmental interventions. In the event of adverse political developments, sovereign actions, or a deterioration in the financial condition of the relevant institutions, the Company may experience delays or difficulties in accessing its funds, or incur losses that are not covered by deposit insurance. Any such events could materially and adversely affect the Company’s liquidity, financial condition, and results of operations.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form S-1, as amended (File Number 333-286965), for our IPO, which was declared effective by the SEC on August 20, 2025. On August 22, 2025, we completed our IPO, in which we registered, issued and sold an aggregate of 3,800,000 shares of Class A Common Stock, at a public offering price of $4.00 per share for gross proceeds of approximately $15.2 million. Dominari Securities LLC was the representative of the underwriters of our IPO.
We incurred approximately $1,482,060 in expenses in connection with our IPO, which included approximately $1,064,000 in underwriting discounts, approximately $152,000 in non-accountable expenses paid to the underwriters, and approximately $266,060 in other expenses. None of the transaction expenses included payments to directors or officers of our Company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the IPO were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.
The net proceeds raised from the IPO were approximately $13.7 million, after deducting underwriting discounts and the offering expenses payable by us. As of the date of this report, we have used approximately $0.4 million from the net proceeds for working capital. We intend to use the remaining proceeds from our IPO largely in the manner disclosed in our registration statement on Form S-1, as amended (File Number 333-286965).
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
The exhibits listed below are filed as part of this quarterly report on Form 10-Q.
Index to Exhibits
Incorporated by Reference | ||||||||||
Exhibit |
| Exhibit Title |
| Form |
| File |
| Exhibit |
| Filing Date |
3.1 | S-1 | 333-286965 | 3.1 | May 5, 2025 | ||||||
3.2 | S-1 | 333-286965 | 3.2 | May 5, 2025 | ||||||
4.1 | S-1 | 333-286965 | 4.1 | May 5, 2025 | ||||||
10.1 | S-1 | 333-286965 | 10.1 | May 5, 2025 | ||||||
10.2 | S-1 | 333-286965 | 10.2 | May 5, 2025 | ||||||
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10.3 | S-1 | 333-286965 | 10.3 | May 5, 2025 | ||||||
10.4 | S-1 | 333-286965 | 10.4 | May 5, 2025 | ||||||
10.5 | S-1 | 333-286965 | 10.5 | May 5, 2025 | ||||||
10.6 | S-1 | 333-286965 | 10.6 | May 5, 2025 | ||||||
10.7 | S-1 | 333-286965 | 10.7 | May 5, 2025 | ||||||
10.8 | S-1 | 333-286965 | 10.8 | May 5, 2025 | ||||||
10.9 | S-1 | 333-286965 | 10.9 | May 5, 2025 | ||||||
10.10 | S-1 | 333-286965 | 10.10 | May 5, 2025 | ||||||
10.11 | S-1 | 333-286965 | 10.11 | May 5, 2025 | ||||||
10.12 | S-1 | 333-286965 | 10.12 | May 5, 2025 | ||||||
10.13 | S-1 | 333-286965 | 10.13 | May 5, 2025 | ||||||
10.14 | S-1 | 333-286965 | 10.14 | May 5, 2025 | ||||||
10.15 | Secured Loan Agreement by and between JAR and Mr. Raymond June, dated November 20, 2023 | S-1 | 333-286965 | 10.15 | May 5, 2025 | |||||
10.16 | Promissory Note issued by the Registrant, dated March 31, 2025 | S-1 | 333-286965 | 10.16 | May 5, 2025 | |||||
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31.1 | — | — | — | Filed herewith | ||||||
31.2 | — | — | — | Filed herewith | ||||||
| ||||||||||
32.1* | — | — | — | Furnished herewith | ||||||
| ||||||||||
32.2* | — | — | — | Furnished herewith | ||||||
| ||||||||||
101.INS | Inline XBRL Instance Document | — | — | — | Filed herewith | |||||
| ||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | — | — | — | Filed herewith | |||||
| ||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | — | — | — | Filed herewith | |||||
| ||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | — | — | — | Filed herewith | |||||
| ||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | — | — | — | Filed herewith | |||||
| ||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | — | — | — | Filed herewith | |||||
| ||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | — | — | — | Filed herewith |
*In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.
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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 |
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