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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
October 24, 2025
Date of Report (Date of earliest event reported)
Elite Express Holding Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-42811 |
|
99-2516128 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
23046 Avenida De La Carlota, Suite 600
Laguna Hills, CA |
|
92653 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(949) 758-0650
Registrant’s telephone number, including
area code
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Class A Common Stock |
|
ETS |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 24, 2025 (the “Effective Date”),
Mr. Francis A. Braun III, a member of the board of directors (the “Board”) of Elite Express Holding Inc. (the “Company”)
notified the Company of his intention to resign from his positions as an independent director of the Board, as the Chairman of the Compensation
Committee of the Board, a member of the Audit Committee of the Board and a member of the Nominating and Corporate Governance Committee
of the Board, effective as of the Effective Date, which has been accepted by the Board. Mr. Braun’s resignation was due to personal
reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.
On October 28, 2025, the Nominating and Corporate
Governance Committee of the Board recommended, and the Board approved and appointed Mr. Huaqin He to serve as the Company’s independent
director, as the Chairman of the Compensation Committee of the Board, a member of the Audit Committee of the Board and a member of the
Nominating and Corporate Governance Committee of the Board, effective October 28, 2025. Mr. Huaqin He has worked as a professor at the
College of Life Sciences of Fujian Agriculture and Forestry University since November 2007 where he has fulfilled professorial duties including teaching and mentorship, and engaged in international academic
collaboration as a visiting scholar. He received his Ph.D. in Agronomy from Fujian Agriculture and Forestry University in 2004. The Company
believes Mr. He is qualified to serve as the Company’s director due to his expertise in data analytics and systematic research,
which can support the Company’s development in digital logistics, operational optimization, and technology-driven decision-making.
There are no family relationships between Mr.
Huaqin He and any director or executive officer of the Company. To the best knowledge of the Company, neither Mr. Huaqin He, nor any of
his immediate family members is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On October 28, 2025, the Company extended a director
offer letter to Mr. He, which he accepted. A copy of the director offer letter is filed herewith as Exhibit 10.1 and is incorporated herein
by reference. On October 28, 2025, the Company entered into an indemnification agreement with Mr. He. A copy of the indemnification agreement
is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
Director Offer Letter dated October 28, 2025 by and between Huaqin He and the Company |
| 10.2 |
|
Indemnification Agreement dated October 28, 2025 by and between Huaqin He and the Company |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 29, 2025
| |
Elite Express Holding Inc. |
| |
|
|
| |
By: |
/s/ Yidan Chen |
| |
|
Yidan Chen |
| |
|
Chief Executive Officer, President and Director |
