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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No.1)
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year
ended November 30, 2025
OR
¨ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-42811
Elite Express Holding Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
99-2516128 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
23046 Avenida De La
Carlota, Suite 600
Laguna
Hills, CA 92653
(Address of principal executive offices) (Zip Code)
(949)
758-0650
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock |
|
ETS |
|
The Nasdaq Stock Market LLC |
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 406 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Sections 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. Yes x No ¨
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.) Yes x No ¨
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. (Check one)
| Large accelerated filer ¨ |
Accelerated filer ¨ |
| Non-accelerated filer x |
Smaller reporting company x |
| |
Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the common equity held by non-affiliates
of the registrant was $2,420,601 based upon the market price of $0.494 per share on February 26, 2026. As of February 26,
2026, 12,550,005 shares of Class A common stock, par value $0.000001 per share, were issued and outstanding.
Indicate the number of shares outstanding of each of the registrant’s
classes of common stock as of the latest practicable date.
At February 26, 2026, the number of shares of the registrant’s
Class A common stock and Class B common stock outstanding was 12,550,005 and 4,166,667, respectively.
DOCUMENTS INCORPORATED BY REFERENCE: None
EXPLANATORY NOTE
Elite Express Holding Inc.
(together with its subsidiaries, the “Company” sometimes referred to as “we”, “us” or “our”)
is filing this Amendment No. 1 (“Amendment No. 1” or “Form 10-K/A”) to its Annual Report on Form 10-K
for the period ended November 30, 2025, originally filed on February 27, 2026 (the “Original Form 10-K”), solely
to include Exhibit 97.1 to the Form 10-K/A, the Elite Express Holding Inc. Incentive Compensation Recovery Policy adopted on
May 2, 2025, which was inadvertently omitted. There are no other changes to the Original Form 10-K.
This Form 10-K/A speaks
as of the original filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original
filing date, and does not modify or update in any way disclosures made in the Original Form 10-K.
Pursuant to Rule 12b-15
under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment No. 1 and this Amendment
No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of those
certifications have been omitted.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)(3) The following documents are filed as
part of this Form 10-K/A:
Exhibit
Number |
|
Description |
| *31.1 |
|
Rule 13a-14(a) Certification
by Principal Executive Officer.(a) Certification by Principal Executive Officer. |
| |
|
|
| *31.2 |
|
Rule 13a-14(a) Certification
by Principal Financial Officer. |
| |
|
|
| *97.1 |
|
Elite
Express Holding Inc. Incentive Compensation Recovery Policy adopted on May 2, 2025 |
| |
|
|
| *101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
| |
|
|
| *101.LAB |
|
Inline XBRL Extension Labels Linkbase Document. |
| |
|
|
| *101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* — Filed herewith.
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: March 17, 2026
| |
Elite Express Holding Inc. |
| |
|
|
| |
By: |
/s/ Yidan Chen |
| |
|
Yidan Chen |
| |
|
Chief Executive Officer,
President, Director and Chief Financial Officer |
