Elite Express Holding Inc-A 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 For the quarterly period endedAugust31, 2025 OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 Commission File Number:001-42811 (Exact name of registrant as specified in its charter) 23046 Avenida De La Carlota,Suite600Laguna Hills,CA92653(Address of principal executive offices) (Zip Code) Securities registered pursuant to Section12(b)of the Act: Name of each exchange on whichregisteredThe Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or forsuch shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of theExchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ As of October 9, 2025, there were16,716,672shares of common stock, consisting of (i)12,550,005shares of ClassAcommon stock, par value $0.000001 per share, and (ii)4,166,667shares of ClassB common stock, par value$0.000001 per share, outstanding. Elite Express HoldingInc. Form10-Q For the Quarterly Period EndedAugust31, 2025 Contents PagePartIFinancial Information1Item1Financial Statements1Condensed Consolidated Balance Sheets as of August31, 2025 and November30, 2024 (Successor)(Unaudited)1Condensed Consolidated Statements of Operations for the Three and NineMonths ended August31,2025 (Successor), and August31, 2024 (Predecessor) (Unaudited)2Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and NineMonthsEnded August31, 2025 (Successor), and August31, 2024 (Predecessor) (Unaudited)3Condensed Consolidated Statements of Cash Flows for the NineMonths Ended August31, 2025(Successor), and August31, 2024 (Predecessor) (Unaudited)4Notesto Unaudited Condensed Consolidated Financial Statements5Item2Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item3Quantitative and Qualitative Disclosures about Market Risk29Item4Controls and Procedures29PartIIOther Information31Item1Legal Proceedings31Item1A Risk Factors31Item2Unregistered Sales of Equity Securities and Use of Proceeds32Item3Defaults Upon Senior Securities32Item4Mine Safety Disclosures32Item5Other Information32Item6Exhibits32Signatures35 Elite Express HoldingInc. PARTI- FINANCIAL INFORMATION ELITE EXPRESS HOLDINGINC.& SUBSIDIARYCONDENSED CONSOLIDATED BALANCE SHEETS *Retrospectively adjusted for the reverse split of the Company’s common stock at a ratio of1-for-6, which took effecton December23, 2024 (the “Reverse Stock Split”). See also Note11. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. ELITE EXPRESS HOLDINGINC.& SUBSIDIARYUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ELITE EXPRESS HOLDING INC. & SUBSIDIARYUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’EQUITYFOR THE NINE MONTHS ENDED AUGUST 31 2025 AND 2024 *Retrospectively adjusted for the reverse split of the Company’s common stock at a ratio of1-for-6, which took effecton December23, 2024 (the “Reverse Stock Split”). See Note11. ELITE EXPRESS HOLDINGINC.& SUBSIDIARYUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ELITE EXPRESS HOLDINGINC. (SUCCESSOR) AND JAR TRANSPORTATION INC (PREDECESSOR)NOTESTO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE1— ORGANIZATION AND BUSINESS DESCRIPTION Elite Express HoldingInc. (“ETS” or the “Company”) was incorporated on April3, 2024, under the laws of the Stateof 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 May27, 2020 under Subchapter S of the Internal Revenue Code.The Company operated as an Independent Service Provider (“ISP”) for Federal Ground Packa