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2025-10-31
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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 31, 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 3.01 Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
On October 31, 2025, Elite Express
Holding Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”). The Notice informed the Company that, for the last 30 consecutive business
days, the closing bid price for the Company’s Class A common stock, par value $0.000001 per share (the “Common Stock”),
was below $1.00 per share, which is the minimum closing bid price required for continued listing on The Nasdaq Capital Market
pursuant to Nasdaq Listing Rule 5550(a)(2). The Notice has no immediate effect on the listing of the Common Stock, which will
continue to be traded on The Nasdaq Capital Market under the symbol “ETS,” subject to the Company’s compliance
with the other Nasdaq listing requirements.
In accordance with Nasdaq Listing
Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until April 29, 2026,
to regain compliance with the minimum closing bid price requirement (the “Compliance Period”). If at any time during the Compliance
Period, the closing bid price of the Common Stock is at least $1.00 per share for a minimum of 10 consecutive business days (unless the
Nasdaq staff exercises its discretion to extend this 10 business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will
provide the Company written confirmation of compliance, and this matter will be closed.
If the Company does not regain
compliance during the Compliance Period, the Company may be eligible for an additional 180-calendar day period to regain compliance, provided
that it meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards
for initial listing on The Nasdaq Capital Market (except the minimum bid price requirement), and notifies Nasdaq in writing of
its intent to cure the deficiency by effecting a reverse stock split, if necessary. If the Company does not regain compliance within the
allotted compliance periods, including any extensions that may be granted by Nasdaq, the Common Stock will be subject to delisting.
The Company intends to monitor
the closing bid price of the Common Stock and may, if appropriate, consider implementing available options, including implementing a reverse
stock split of its outstanding Common Stock, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
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: November 3, 2025
| |
Elite Express Holding Inc. |
| |
|
|
| |
By: |
/s/ Yidan Chen |
| |
|
Yidan Chen |
| |
|
Chief Executive Officer, President, and Director
(Principal Executive Officer) |
