ETS 10-K & 10-Q changes, risk factors and insider trading
Elite Express Holding Inc. · Nasdaq · Trucking & Courier Services (No Air) · CIK 2053641 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
New heading “Risks Related to Our Continued Listing Status”
Largest changes
“We intend to continue monitoring the bid price of our listed securities and will consider available options to regain compliance with Nasdaq Listing Rule 5550(a)(2), including, if necessary, effecting a reverse stock split at a ratio within the range previously approved by our stockholders. If we do not regain compliance by October 26, 2026, Nasdaq will provide written notification that our securities will be subject to delisting. …”see in full comparison
“On April 30, 2026, we received a notification from Nasdaq advising us that, although we had not regained compliance with the minimum bid price requirement, Nasdaq had determined that we were eligible for an additional 180 calendar days, or until October 26, 2026, to regain compliance. …”see in full comparison
“As previously disclosed, on October 31, 2025, we received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, based upon the closing bid price of our listed securities for the previous 30 consecutive business days, we were not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. The deficiency letter provided us with 180 calendar days, or until April 29, 2026, to regain compliance.”see in full comparison
“If at any time during the second compliance period the closing bid price of our listed securities is at least $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion under the Nasdaq Listing Rules, Nasdaq will provide written confirmation of compliance and the matter will be closed. The notification has no immediate effect on the listing or trading of our Class A common stock on The Nasdaq Capital Market.”see in full comparison
As ofsee in full comparisonFebruaryMay28,31, 2026 and November 30, 2025,$0.01$5.01 million and $0.1 million, 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$102,085) for each financial institution. The Company’s total uninsured cash held in Bank of China (Hong Kong) Limited amounted toapproximately$4.9nilmillion andnil$nil as ofFebruaryMay28,31, 2026 and November 30, 2025, respectively. As of the date of this quarterly report, the Company has not experienced any losses in such accounts.
Full comparison: every changed paragraph (8)
The following risk factorfactors supplements,supplements and should be read in conjunction with,with the risk factors previously disclosed in ourthe mostAnnual recent annual report on Form 10-K.Report. Except as set forth below, there have been no material changes to our previously disclosed risk factors.
Risks Related to Our Cash Deposits at Financial Institutions in Hong Kong.Kong
As of FebruaryMay 28,31, 2026 and November 30, 2025, $0.01$5.01 million and $0.1 million, 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$102,085) for each financial institution. The Company’s total uninsured cash held in Bank of China (Hong Kong) Limited amounted to approximately$4.9 nilmillion and nil$nil as of FebruaryMay 28,31, 2026 and November 30, 2025, respectively. As of the date of this quarterly report, the Company has not experienced any losses in such accounts.
Risks Related to Our Continued Listing Status
As previously disclosed, on October 31, 2025, we received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, based upon the closing bid price of our listed securities for the previous 30 consecutive business days, we were not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. The deficiency letter provided us with 180 calendar days, or until April 29, 2026, to regain compliance.
On April 30, 2026, we received a notification from Nasdaq advising us that, although we had not regained compliance with the minimum bid price requirement, Nasdaq had determined that we were eligible for an additional 180 calendar days, or until October 26, 2026, to regain compliance. Nasdaq’s determination was based on our meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, other than the bid price requirement, and our written notice of our intention to cure the deficiency during the second compliance period, if necessary, by effecting a reverse stock split.
If at any time during the second compliance period the closing bid price of our listed securities is at least $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion under the Nasdaq Listing Rules, Nasdaq will provide written confirmation of compliance and the matter will be closed. The notification has no immediate effect on the listing or trading of our Class A common stock on The Nasdaq Capital Market.
We intend to continue monitoring the bid price of our listed securities and will consider available options to regain compliance with Nasdaq Listing Rule 5550(a)(2), including, if necessary, effecting a reverse stock split at a ratio within the range previously approved by our stockholders. If we do not regain compliance by October 26, 2026, Nasdaq will provide written notification that our securities will be subject to delisting. Although we intend to use all reasonable efforts to regain compliance with Nasdaq Listing Rule 5550(a)(2), there can be no assurance that we will regain compliance during the second compliance period or otherwise maintain compliance with Nasdaq’s continued listing requirements. A delisting of our Class A common stock could substantially decrease trading in our Class A common stock, adversely affect the liquidity and market price of our Class A common stock, impair our ability to raise additional capital, and result in a loss of investor confidence.
Management's Discussion & Analysis (MD&A)
Largest changes
“For the three months ended May 31, 2026, total fixed revenue was $214,333, accounting for approximately 29.5% of total revenue, representing an increase of $57,860, or 37.0%, compared to the fixed revenue of $156,473, or approximately 24.8% of total revenue for the three months ended May 31, 2025. For the six months ended May 31, 2026, total fixed revenue was $373,940, accounting for approximately 24.5% of total revenue, representing an increase of $64,673, or 20.9%, compared to the fixed revenue of $309,267, or approximately 23.4% for the six months ended May 31, 2025. …”see in full comparison
“For the three months ended February 28, 2026, our business operations demonstrated greater staff expertise and handled a higher volume of workload than in the same period last year, thereby driving revenue growth. On February 21, 2026, we renewed our agreement with FedEx. The new contract is valid until January 1, 2027. Under the new contract, the weekly service charge within the fixed fees has increased, while the fee standards for certain types of services under the activity-based model have decreased. …”see in full comparison
For the three months endedsee in full comparisonFebruaryMay28,31, 2026, total activity-based revenue accounted for$621,336,$512,123, or77.1%70.4% of total revenue up froma$470,826, or 74.6% of total revenue in the same period of$538,851,the prior year. For the six months ended May 31, 2026, total activity-based revenue accounted for $1,133,460, or77.9%74.0% of total revenue up from $1,009,677, or 76.3% of total revenue in the same period of the prior year. This growth was primarily driven by an increase in the number of parcels wehandled.handledInandtheincreasedfirstfuelquartersurcharge payment as a result of2026,generalweincreasingdeliveredfuelapproximately 14% more parcels, which broadly mirrors the growth in our activity-based revenue.price.
“For the six months ended May 31, 2026, general and administrative expenses were $1,170,678, compared with $425,381 for the six months ended May 31, 2025, representing an increase of $745,297, or 175.2%. The increase in administrative expenses was primarily due to higher management and staff remuneration following the Company’s listing, increased expenditure on various professional services, human resources expenses and higher insurance costs, and increased franchise tax as a result of becoming a listed company.”see in full comparison
“For the six months ended May 31, 2026, our cost of revenue was $1,293,725, or 84.4 % of total revenue, compared with $1,336,798, or 101.1%, for the six months ended May 31, 2025. The decrease in the cost of revenue, as well as the cost as a percentage of revenue, was mainly driven by lower maintenance and repair expenses, and depreciation expenses as certain fleets been fully depreciated, partially offset by increase in cost of service and fuel expenses.”see in full comparison
“For the six months ended May 31, 2026, we generated total revenue of $1,532,127, representing an increase of $209,734, or 15.9%, compared with $1,322,393 for the six months ended May 31, 2025. These increases were primarily attributable to higher volume-based activity revenue, particularly from e-commerce deliveries and fuel surcharges payment driven by an increasing population and the expansion of commercial activity in the areas we serve.”see in full comparison
Full comparison: every changed paragraph (32)
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 theunder “Item 1A. Risk Factors” section included in ourthe registrationAnnual statementReport on Form S-110-K (File No. 333-286965001-41761) (the “Annual Report”), as amended, which was initially filed with the SEC on MayFebruary 5,27, 20252026, andas declared effective by the SECamended on AugustMarch 20,18, 2025.2026.
Comparison of Results of Operations for the Three Months and Six Months ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025:
For the three months ended FebruaryMay 28,31, 2026, we generated total revenue of $805,298,$726,829, representing an increase of $113,155,$96,579, or 16.3%,15.3%, compared with $692,143$630,250 for the three months ended FebruaryMay 28,31, 2025. These increases were primarily attributable to increased weekly service charge standard under our updated service contract and higher volume-based activity revenue,revenue particularly from e-commerce deliveries drivencontributed by anfuel increasingsurcharge population and the expansion of commercial activity in the areas we serve.payment.
For the six months ended May 31, 2026, we generated total revenue of $1,532,127, representing an increase of $209,734, or 15.9%, compared with $1,322,393 for the six months ended May 31, 2025. These increases were primarily attributable to higher volume-based activity revenue, particularly from e-commerce deliveries and fuel surcharges payment driven by an increasing population and the expansion of commercial activity in the areas we serve.
In support of these revenue trends, our daily operations typically involve handling a high volume of delivery stops and packages. Based on management estimates, average volumes during regular and peak periods are currently as follows:
For the three months ended February 28, 2026, our business operations demonstrated greater staff expertise and handled a higher volume of workload than in the same period last year, thereby driving revenue growth. On February 21, 2026, we renewed our agreement with FedEx. The new contract is valid until January 1, 2027. Under the new contract, the weekly service charge within the fixed fees has increased, while the fee standards for certain types of services under the activity-based model have decreased. This has resulted in varying degrees of increase and decrease across the components of our revenue.
On February 21, 2026, we renewed our agreement with FedEx. The new contract is valid until January 1, 2027. Under the new contract, the weekly service charge within the fixed fees has increased, while the fee standards for certain types of services under the activity-based model have decreased. This has resulted in varying degrees of increase and decrease across the components of our revenue.
For the three months ended May 31, 2026, total fixed revenue was $214,333, accounting for approximately 29.5% of total revenue, representing an increase of $57,860, or 37.0%, compared to the fixed revenue of $156,473, or approximately 24.8% of total revenue for the three months ended May 31, 2025. For the six months ended May 31, 2026, total fixed revenue was $373,940, accounting for approximately 24.5% of total revenue, representing an increase of $64,673, or 20.9%, compared to the fixed revenue of $309,267, or approximately 23.4% for the six months ended May 31, 2025. The increase primarily due to the increase of weekly service charge standard under our updated service contract from February 2026.
For the three months ended February 28, 2026, total fixed revenue was $159,607, accounting for approximately 19.8% of total revenue. For the three months ended February 28, 2025, the fixed revenue totaled $152,794, accounting for approximately 22.0% of total revenue. The increase of $6,813, or 4.5% primarily due to the increase of weekly service charge standard under our updated service contract.
For the three months ended FebruaryMay 28,31, 2026, total activity-based revenue accounted for $621,336,$512,123, or 77.1%70.4% of total revenue up from a$470,826, or 74.6% of total revenue in the same period of $538,851,the prior year. For the six months ended May 31, 2026, total activity-based revenue accounted for $1,133,460, or 77.9%74.0% of total revenue up from $1,009,677, or 76.3% of total revenue in the same period of the prior year. This growth was primarily driven by an increase in the number of parcels we handled.handled Inand theincreased firstfuel quartersurcharge payment as a result of 2026,general weincreasing deliveredfuel approximately 14% more parcels, which broadly mirrors the growth in our activity-based revenue.price.
Among all revenue categories, e-commerce deliveries and weekly service charges continued to be the two largest contributors to our total revenue for both three months and six months ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025.
For the three months ended FebruaryMay 28,31, 2026, our cost of revenue was $647,933,$645,792, or 80.6%88.7% of total revenue, compared with $724,550,$612,248, or 104.7%,97.2%, for the three months ended FebruaryMay 28,31, 2025. This decreaseincrease was primarily due to lowerincreased maintenance and repair fees and depreciation costs, partially offset by increased cost of service arising from the rental of additional vehicles to fulfill our delivery volume obligations.
For the six months ended May 31, 2026, our cost of revenue was $1,293,725, or 84.4 % of total revenue, compared with $1,336,798, or 101.1%, for the six months ended May 31, 2025. The decrease in the cost of revenue, as well as the cost as a percentage of revenue, was mainly driven by lower maintenance and repair expenses, and depreciation expenses as certain fleets been fully depreciated, partially offset by increase in cost of service and fuel expenses.
The cost of revenue consists of labor, fuel, depreciation and amortization, service and maintenance related expenses. Overall, our cost of main operations has been well managed compared to revenue growth, reflecting our continuously improving operational management capabilities. Each component of our cost of revenue impacted the overall cost structure during the three and six months ended FebruaryMay 28,31, 2026 and theMay three months ended February 28,31, 2025, as discussed below:
For the three months ended FebruaryMay 28,31, 2026, we recorded aour gross profit of $157,365,$81,037, or 19.4%11.3% of total revenue, compared with a gross lossprofit of $32,407,$18,002, or 4.7% of total revenue2.8%, for the three months ended FebruaryMay 28,31, 2025. The increase of $189,772, or 585.6%$63,035 was primarily driven by theincreased increase in activity-based operations.revenue.
For the six months ended May 31, 2026, we recorded a gross profit of $238,402, or 15.6% of total revenue, compared with a gross loss of $14,405, or 1.1 % of total revenue for the six months ended May 31, 2025. The increase of $252,807 was primarily driven by an increase in revenue.
For the three months ended FebruaryMay 2831, 2026, general and administrative expenses were $464,606,$706,072, compared with $283,619$141,762 for the three months ended FebruaryMay 2831, 2025, representing an increase of $180,987,$564,310, or 63.8%.398.1%. The increase in administrative expenses was primarily due to higher management and staff remuneration following the Company’s listing, increased expenditure on various professional services and higher insurancecompensation costsexpenses, and increased franchise tax as a result of becoming a listed company.
For the six months ended May 31, 2026, general and administrative expenses were $1,170,678, compared with $425,381 for the six months ended May 31, 2025, representing an increase of $745,297, or 175.2%. The increase in administrative expenses was primarily due to higher management and staff remuneration following the Company’s listing, increased expenditure on various professional services, human resources expenses and higher insurance costs, and increased franchise tax as a result of becoming a listed company.
Interest income was $198,737$216,101 and $414,838, respectively, for the three and six months ended FebruaryMay 28,31, 2026, compared with nilan interest expense of $nil and $nil, respectively, for the three and six months ended FebruaryMay 28,31, 2025. This increase in interest income was primarily attributable to interest earned on funds lent to unrelated third parties on a short-term basis to optimize the return on proceeds raised through our IPO, before allocating and utilizing those funds in accordance with the purposes set forth in the prospectus.
Our income tax provision was $1,600,$nil for the three months ended FebruaryMay 28,31, 2026.2026, Ourcompared with an income tax benefitprovision wasof $106,298$400 for the three months ended FebruaryMay 28,31, 2025.2025 Thisdue increaseto inthe tax provision wasadjustment mainlyin driventhe bythird increasedquarter taxableof income.fiscal year 2025 related to nondeductible IPO-related costs.
We recorded a tax provision of $1,600 for the six months ended May 31, 2026, compared with a benefit of $105,898 for the six months ended May 31, 2025. The realization of a tax benefit was mainly driven by the loss before income taxes we incurred during the six months ended May 31, 2026.
As a result of the above factors, for the three months ended FebruaryMay 28,31, 2026, we reported a net loss of $110,104,$2,532,942, compared with a net loss for the three months ended FebruaryMay 28,31, 2025 of $204,999.$107,604. For the six months ended May 31, 2026, we reported a net loss of $2,643,046, compared with a net loss for the six months ended May 31, 2025 of $312,603.
In assessing our liquidity, we monitor and analyze our cash on hand, our ability to generate sufficient revenue, the collection of our accounts receivable, our ability to obtain additional financial support in the future, and our operating and capital expenditure commitments. As of FebruaryMay 28,31, 2026, we reported cash of $68,065$5,235,991 and working capital of $11,768,408,$17,275,349, attributable primarily to our IPO completed in August 2025. Working capital as of FebruaryMay 28,31, 2026 is composed principally of $9,949,811$9,649,811 in loans receivable that mature in May 2026, with cash and other current assets comprising the remainder. Our near-term liquidity is therefore dependent primarily on the timely collection of the outstanding loan balances upon their maturity. Each loan is secured by an irrevocable personal unlimited joint and several liability guarantee provided by the shareholders or chief executive officers of the respective borrowing parties. We expect to collect substantially all outstanding loan principal upon maturity in May 2026 and intend to redeploy those proceeds in accordance with the intended uses set forth in our prospectus. As of the issuance date of this report, $150,000 of the outstanding balance has been received. In the period between the balance sheet date and the expected May 2026 loan maturities, we expect to fund ongoing operating requirements through a combination of cash on hand, operating revenues, and any advance repayments received from borrowers prior to maturity.
Cash Flows for the ThreeSix Months ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025
Net cash used in operations was $1,248,639$4,344,650 for the threesix months ended FebruaryMay 28,31, 2026, compared with net cash used in operations of $297,091$294,052 during the threesix months ended FebruaryMay 28,31, 2025. The increase in operating cash outflows was primarily attributable to the following factors: (i) a $770,211$1,201,361 increase in prepaid expenses and other current assets, primarily reflecting advance payments made for professional services (representing approximately $723,000 of the increase) and ongoing research and development service costs in connection with our market expansion and potential acquisition activities; (ii) a $228,049$28,682 decrease in other payables and current liabilities, primarily due to the settlement of accrued compensation and other operating obligations carried from the prior fiscal year; and (iii) $199,830$225,552 in interest income on our loans receivable portfolio that was accrued during the period but not yet received in cash.
Net cash provided by investing activities was $43,582$343,582 for the threesix months ended FebruaryMay 28,31, 2026, reflecting repayments received on short-term loans extended in the prior fiscal year. For the threesix months ended FebruaryMay 28,31, 2025, net cash from investing activities was nil.$nil.
Net cash usedprovided inby financing activities amounted to $35,407$7,928,530 for the threesix months ended FebruaryMay 28,31, 2026, mainly attributable to repaymentsproceeds onfrom premiumissuance financing.of common stock under private placement agreement.
Net cash providedused byin financing activities amounted to $295,000$178,922 for the threesix months ended FebruaryMay 28,31, 2025, consisting of a $300,000$480,000 capital contribution from a shareholder, offsetand by$296,078 apayment $5,000for repaymentdeferred madelisting to a related party.cost.
We have no long-term fixed contractual obligations or commitments as of FebruaryMay 28,31, 2026.
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, other payables and other current liabilities, approximate the fair value of the respective assets and liabilities as of FebruaryMay 28,31, 2026 and November 30, 2025, based upon the short-term nature of the assets and liabilities.
We review 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, we evaluate recoverability by comparing the carrying amount of the asset group to the sum of the undiscounted expected future cash flows 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. We estimate fair value using the expected future cash flow discounted at a rate consistent with the risks associated with the recovery of the assets. Based on the above analysis, no impairment loss was recognized for three months and six months ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025.
The Company is engaged in providing last-mile delivery services as an Independent Service Provider (ISP) for FedEx and provides logistics solutions primarily in the United States. The Company coordinates with FedEx for the transport of goods pursuant to FedEx’s instructions and the end-recipient’s designated destination (the end-recipient is FedEx’s customer, not the Company’s). Once the goods arrive at the end-recipient’s designated destination, the end-recipient acknowledges the delivery note—this confirmation serves as evidence of the Company’s completion of delivery services for FedEx, and the transfer of control of the service obligation to FedEx is deemed complete, marking the successful fulfillment of the logistics services for FedEx. The Company derives all revenue from both fixed service charges and activity-based charges under its ISP Agreement with FedEx. Performance obligations under the ISP Agreement include (i) weekly continuous service coverage for designated service areas (fixed weekly service charges), (ii) execution of delivery and pickup stops for FedEx (stop charges and e-commerce stop charges), (iii) handling and delivering packages for FedEx (package charges, including e-commerce and large package deliveries), and (iv) compliance with FedEx’s brand and branding requirements (apparel and vehicle branding fees).Revenue. Revenue is recognized as follows:
ETS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding ETS (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 20,568 | $17.5K | 0.0% | Reduced 67% |