# Elite Express Holding Inc.: Form 10-Q for the period ended May 31, 2026

- Company: [Elite Express Holding Inc.](/companies/ets.md) (CIK 2053641)
- Form: 10-Q
- Filed: 2026-07-14
- Accepted by EDGAR: Jul 14, 2026, 16:05 ET
- Period: 2026-05-31
- Accession: 0001104659-26-083496
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/2053641/000110465926083496/ets-20260531x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/2053641/000110465926083496/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-05-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-03-01 to 2026-05-31 | $726.8k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-12-01 to 2026-05-31 | $1.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2026-03-01 to 2026-05-31 | $645.8k | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2025-12-01 to 2026-05-31 | $1.3m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2026-03-01 to 2026-05-31 | $81.0k | us-gaap:GrossProfit |
| Gross profit | 6 months, 2025-12-01 to 2026-05-31 | $238.4k | us-gaap:GrossProfit |
| Research and development | 3 months, 2026-03-01 to 2026-05-31 | $2.1m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2025-12-01 to 2026-05-31 | $2.1m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2026-03-01 to 2026-05-31 | −$2.8m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-12-01 to 2026-05-31 | −$3.1m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2026-03-01 to 2026-05-31 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-12-01 to 2026-05-31 | $1.6k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-03-01 to 2026-05-31 | −$2.5m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-12-01 to 2026-05-31 | −$2.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-03-01 to 2026-05-31 | −$0.15 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-12-01 to 2026-05-31 | −$0.16 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-03-01 to 2026-05-31 | −$0.15 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-12-01 to 2026-05-31 | −$0.16 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-03-01 to 2026-05-31 | 16,716,672 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-12-01 to 2026-05-31 | 16,716,672 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-12-01 to 2026-05-31 | −$4.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-12-01 to 2026-05-31 | $6.4k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-05-31 | $5.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-05-31 | $17.5m | us-gaap:AssetsCurrent |
| Total assets | at 2026-05-31 | $18.8m | us-gaap:Assets |
| Current liabilities | at 2026-05-31 | $246.1k | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-05-31 | $246.1k | us-gaap:Liabilities |
| Shareholders' equity | at 2026-05-31 | $18.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 51,641 characters.

*The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q.*

### Forward-Looking Statements

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 under “Item 1A. Risk Factors” in the Annual Report on Form 10-K (File No. 001-41761) (the “Annual Report”), which was filed with the SEC on February 27, 2026, as amended on March 18, 2026.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this quarterly report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this quarterly report on Form 10-Q.

### MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

### Overview

We are a holding company incorporated in Delaware. Through our wholly owned subsidiary, JAR, a California-based operating entity, we specialize in last-mile delivery services within California. Our core business focuses on retrieving packages from distribution hubs and ensuring their prompt and secure delivery to recipients’ doorsteps. Committed to innovation and efficiency, our mission is to optimize last-mile logistics by providing efficient, reliable, and innovative delivery solutions.

As of the date of this report, we employ approximately 29 full-time staff, including approximately 23 drivers. Our fleet consists of approximately 22 trucks and trailers. We provide exclusive pickup and delivery services within our designated service area, covering approximately 1,665.28 square miles. We utilize GroundCloud, a leading logistics software, during our course of business, for route optimization, driver management, and compliance monitoring. Additionally, we are actively expanding our investment in advanced technologies to enhance our scalability, automate our operations, and drive our data-driven decision-making. On an average day, we complete between 1,100 to 1,700 stops, facilitating the pickup and delivery of approximately 1,800 to 2,500 packages. During peak seasons, our daily stops rise to an estimated 2,000, allowing us to meet heightened demand with efficiency and reliability.

Currently, we pick up packages from the distribution hubs of FedEx and deliver them to recipients within designated service areas. While FedEx has been our only customer under an Independent Service Provider (“ISP”) agreement, we are actively exploring opportunities to expand our customer base, diversify our revenue streams and strengthen our market presence.

The holding company, prior to the acquisition of JAR on October 25, 2024 (the “Acquisition Date”), did not have any active business operations.

### Key Factors Affecting Our Results of Operations

Our results of operations are influenced by several interrelated factors that reflect the dynamic nature of our business environment. The following are the key factors that impact our performance:

- **E-Commerce Growth**: We believe the rapid growth of e-commerce is a driving force behind the increased demand for last-mile delivery services. As consumer habits continue to shift toward online shopping, we anticipate benefitting from rising delivery volumes. Meeting customer expectations for fast and reliable service requires ongoing investments in technology and operational capacity.
- **Labor Costs and Workforce Management**: Labor costs are one of the largest components of our cost structure, accounting for approximately 50% or more of our total costs through May 31, 2026 and 2025. Retaining a skilled and motivated workforce is critical to maintaining service quality. We strive to mitigate these challenges by optimizing staffing models, including employing part-time and gig workers during peak demand periods, and investing in workforce training and retention programs to improve driver efficiency and reduce turnover.
- **Fuel Costs and Operational Efficiency**: Fuel costs are another significant component of our cost of revenue and fluctuations in fuel prices can directly affect our profitability. We managed fuel expenses through standard route planning and operational adjustments on or prior to the Acquisition Date. To further enhance efficiency, we have implemented route optimization strategies aimed at reducing mileage and improving fuel efficiency. In addition, we are exploring the integration of electric vehicles to reduce our reliance on traditional fuel sources and align with our sustainability objectives.
- **Seasonal Demand and Resource Scaling**: Peak seasons, such as the holiday period, account for a substantial portion of our annual revenue. Managing this demand requires precise planning and execution, including the temporary hiring of additional drivers, flexible routing strategies, and leveraging the FedEx DRO system, a predictive tool to anticipate delivery patterns. Successfully navigating these high-demand periods is essential to maintaining our reputation and customer relationships.
- **Technology Investments**: We utilize GroundCloud, a leading logistics software, for route optimization, driver management, and compliance monitoring. While continuing to leverage this system, we are also expanding our investments in advanced technologies to enhance operational scalability, data-driven decision-making, and automation. By continuously evaluating and adopting innovative solutions, we aim to enhance efficiency, improve service reliability, and optimize operational costs. These ongoing investments in logistics technology are expected to strengthen our capacity to manage growing delivery volumes and position us for long-term success.
- **Customer Concentration and Diversification**: As of the date of this report, 100% of our revenue is derived from FedEx. While this partnership provides operational stability, it also exposes us to risks associated with customer dependency. To mitigate these risks, we are actively exploring opportunities to partner with additional carriers and expand our customer base, which we believe will diversify our revenue streams and reduce dependency on a single client.
- **Capital Investments in Infrastructure**: Sustained growth depends on strategic investments in vehicles, the transition to electric vehicle, and operational infrastructure, which includes tools and software that support our operations. We focused primarily on maintaining existing operations prior to the Acquisition Date. Following the Acquisition Date, we are adopting a more proactive investment strategy to expand capacity, enhance efficiency, and integrate advanced logistics solutions. These investments support our ability to scale operations, meet customer expectations, and enhance operational efficiency. While these expenditures may impact short-term profitability, they are essential for long-term success.

### Results of Operations

### Comparison of Results of Operations for the Three Months and Six Months ended May 31, 2026 and May 31, 2025:

| ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the Three Months Ended May 31, 2026 (Successor) Amount | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ | ​ ​ 2025 (Predecessor) Amount | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ Change Amount | ​ ​ ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the Six Months Ended May 31, 2026 (Successor) Amount | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ | ​ ​ 2025 (Predecessor) Amount | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ Change Amount | ​ ​ ​ ​ ​ ​% | ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: |
| **Revenue** | **​** | **$726,829** | **​** | **100.0%** | **$630,250** | **​** | **100.0%** | **$96,579** | **​** | **15.3%** | **$1,532,127** |  | **100.0%** | **$1,322,393** |  | **100.0%** | **$209,734** |  | **15.9%** |
| **Cost of Revenue** | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ ​ | ​ |  | ​ ​ | ​ |  | ​ ​ | ​ |  | ​ ​ |
| Cost of service | ​ | 67,041 | ​ | 9.2% | 49,851 | ​ | 7.9% | 17,190 | ​ | 34.5% | 158,296 |  | 10.3% | 120,010 |  | 9.1% | 38,286 |  | 31.9% |
| Cost of labor | ​ | 343,973 | ​ | 47.3% | 347,132 | ​ | 55.1% | (3,159) | ​ | (0.9)% | 730,934 |  | 47.7% | 737,940 |  | 55.8% | (7,006) |  | (0.9)% |
| Fuel | ​ | 117,157 | ​ | 16.1% | 102,033 | ​ | 16.2% | 15,124 | ​ | 14.8% | 222,266 |  | 14.5% | 209,946 |  | 15.9% | 12,320 |  | 5.9% |
| Maintenance and repairs | ​ | 83,877 | ​ | 11.5% | 51,064 | ​ | 8.1% | 32,813 | ​ | 64.3% | 131,957 |  | 8.6% | 144,566 |  | 10.9% | (12,609) |  | (8.7)% |
| Depreciation and amortization | ​ | 33,744 | ​ | 4.6% | 62,168 | ​ | 9.9% | (28,424) | ​ | (45.7)% | 50,272 |  | 3.3% | 124,336 |  | 9.4% | (74,064) |  | (59.6)% |
| Total cost of revenue | ​ | 645,792 | ​ | 88.7% | 612,248 | ​ | 97.2% | 33,544 | ​ | 5.5% | 1,293,725 |  | 84.4% | 1,336,798 |  | 101.1% | (43,073) |  | (3.2)% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| **Gross Profit (Loss)** | **​** | **81,037** | **​** | **11.3%** | **18,002** | **​** | **2.8%** | **63,035** | **​** | **350.2%** | **238,402** |  | **15.6%** | **(14,405)** |  | **(1.1)%** | **252,807** |  | **1,755.0%** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| General and administrative expenses | ​ | 706,072 | ​ | 97.1% | 141,762 | ​ | 22.5% | 564,310 | ​ | 398.1% | 1,170,678 |  | 76.4% | 425,381 |  | 32.2% | 745,297 |  | 175.2% |
| R&D expenses | ​ | ​ 2,150,000 | ​ | 295.8% | ​ — | ​ | —% | ​ 2,150,000 | ​ | 100.0% | ​ 2,150,000 | ​ | 140.3% | ​ — | ​ | —% | ​ 2,150,000 | ​ | 100.0% |
| Total operating expenses | ​ | 2,856,072 | ​ | 392.9% | 141,762 | ​ | 22.5% | 2,714,310 | ​ | 1,914.7% | 3,320,678 |  | 216.7% | 425,381 |  | 32.2% | 2,895,297 |  | 680.6% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| **Loss from Operations** | **​** | **(2,775,035)** | **​** | **(381.6)%** | **(123,760)** | **​** | **(19.7)%** | **(2,651,275)** | **​** | **2,142.3%** | **(3,082,276)** |  | **(201.1)%** | **(439,786)** |  | **(33.3)%** | **(2,642,490)** |  | **600.9%** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| **Other Income (Expense)** | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ ​ | ​ |  | ​ ​ | ​ |  | ​ ​ | ​ |  | ​ ​ |
| Interest income, net | ​ | 216,101 | ​ | 29.7% | — | ​ | —% | 216,101 | ​ | —% | 414,838 |  | 27.1% | — |  | —% | 414,838 |  | —% |
| Other income, net | ​ | 25,992 | ​ | 3.6% | 16,556 | ​ | 2.6% | 9,436 | ​ | 57.0% | 25,992 |  | 1.7% | 21,285 |  | 1.6% | 4,707 |  | 22.1% |
| Total other income, net | ​ | 242,093 | ​ | 33.3% | 16,556 | ​ | 2.6% | 225,537 | ​ | 1,362.3% | 440,830 |  | 28.8% | 21,285 |  | 1.6% | 419,545 |  | (1,971.1)% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| **Loss before Income Tax Expense** | **​** | **(2,532,942)** | **​** | **(348.3)%** | **(107,204)** | **​** | **(17.1)%** | **(2,425,738)** | **​** | **2,262.7%** | **(2,641,446)** |  | **(172.3)%** | **(418,501)** |  | **(31.7)%** | **(2,222,945)** |  | **(531.2)%** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| **Income Tax Provision (Benefit)** | ​ | — | ​ | —% | 400 | ​ | 0.10% | (400) | ​ | 100.0% | 1,600 |  | 0.1% | (105,898) |  | (8.0)% | 107,498 |  | (101.5)% |
| **Net Loss** | **​** | **$(2,532,942)** | **​** | **(348.3)%** | **$(107,604)** | **​** | **(17.2)%** | **$(2,425,338)** | **​** | **2,253.9%** | **$(2,643,046)** |  | **(172.4)%** | **$(312,603)** |  | **(23.7)%** | **$(2,330,443)** |  | **745.5%** |

### Revenue

Our revenue is structured into two main categories: (i) fixed revenue, which includes weekly service charges, branding-related reimbursements, and peak season surcharges, and (ii) activity-based revenue, which includes charges based on the number of stops, packages delivered, e-commerce orders, fuel surcharges, and other variable components.

For the three months ended May 31, 2026, we generated total revenue of $726,829, representing an increase of $96,579, or 15.3%, compared with $630,250 for the three months ended May 31, 2025. These increases were primarily attributable to increased weekly service charge standard under our updated service contract and higher volume-based activity revenue contributed by fuel surcharge 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.

The table below sets forth a breakdown of revenue components for the periods indicated:

| ​ ​ ​ ​ ​ Fixed: | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the Three Months Ended May 31, 2026 Amount ​ ​ | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ | ​ ​ 2025 Amount ​ ​ | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Change Amount ​ ​ | ​ ​ ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the Six Months Ended May 31, 2026 Amount ​ ​ | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ | ​ ​ 2025 Amount ​ ​ | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Change Amount ​ ​ | ​ ​ ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: |
| Weekly service charges | ​ | $203,541 | ​ | 28.0% | $147,717 | ​ | 23.4% | $55,824 | ​ | 37.8% | $353,230 |  | 23.1% | $291,961 |  | 22.1% | $61,269 |  | 21.0% |
| Branding-related | ​ | 10,792 | ​ | 1.5% | 8,756 | ​ | 1.4% | 2,036 | ​ | 23.3% | 20,710 |  | 1.4% | 17,306 |  | 1.3% | 3,404 |  | 19.7% |
| Subtotal: | ​ | ​ 214,333 | ​ | 29.5% | 156,473 | ​ | 24.8% | 57,860 | ​ | 37.0% | ​ 373,940 |  | 24.5% | 309,267 |  | 23.4% | 64,673 |  | 20.9% |
| **Activity-based:** | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ ​ | ​ |  | ​ ​ | ​ |  | ​ ​ | ​ |  | ​ ​ |
| Stops | ​ | 108,596 | ​ | 14.9% | 103,031 | ​ | 16.3% | 5,565 | ​ | 5.4% | 218,916 |  | 14.3% | 203,902 |  | 15.4% | 15,014 |  | 7.4% |
| Packages | ​ | 16,607 | ​ | 2.3% | 15,928 | ​ | 2.5% | 679 | ​ | 4.3% | 31,892 |  | 2.1% | 29,714 |  | 2.2% | 2,178 |  | 7.3% |
| E-Commerce | ​ | 253,840 | ​ | 34.9% | 263,757 | ​ | 41.8% | (9,917) | ​ | (3.8)% | 602,377 |  | 39.3% | 566,919 |  | 42.9% | 35,458 |  | 6.3% |
| Large packages | ​ | 19,374 | ​ | 2.7% | 19,017 | ​ | 3.0% | 357 | ​ | 1.9% | 38,142 |  | 2.5% | 36,040 |  | 2.7% | 2,102 |  | 5.8% |
| Fuel Surcharge | ​ | 113,706 | ​ | 15.6% | 69,093 | ​ | 11.0% | 44,613 | ​ | 64.6% | 200,805 |  | 13.1% | 143,119 |  | 10.8% | 57,686 |  | 40.3% |
| Surge Stops | ​ | — | ​ | —% | — | ​ | —% | — | ​ | —% | 41,328 |  | 2.7% | 29,983 |  | 2.3% | 11,345 |  | 37.8% |
| Subtotal: | ​ | 512,123 | ​ | 70.4% | 470,826 | ​ | 74.6% | 41,297 | ​ | 8.8% | 1,133,460 |  | 74.0% | 1,009,677 |  | 76.3% | 123,783 |  | 12.3% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| Other Pickup and Delivery (P&D) | ​ | 373 | ​ | 0.1% | 2,951 | ​ | 0.7% | (2,578) | ​ | (87.4)% | 24,727 |  | 1.6% | 3,449 |  | 0.3% | 21,278 |  | 616.9% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| **Total Revenue** | **​** | **$726,829** | **​** | **100.0%** | **$630,250** | **​** | **100.0%** | **$96,579** | **​** | **15.3%** | **$1,532,127** |  | **100.0%** | **$1,322,393** |  | **100.0%** | **$209,734** |  | **15.9%** |

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 May 31, 2026, total activity-based revenue accounted for $512,123, or 70.4% of total revenue up from $470,826, or 74.6% of total revenue in the same period of the prior year. For the six months ended May 31, 2026, total activity-based revenue accounted for $1,133,460, or 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 and increased fuel surcharge payment as a result of general increasing fuel 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 May 31, 2026 and May 31, 2025.

- E-commerce deliveries generated $253,840 in revenue during the three months ended May 31, 2026, or 34.9% of total revenue, compared with $263,757, or 41.8%, during the three months ended May 31, 2025. The decrease was mainly due to decreased service unit price from early 2026, together with the increase of fixed price increase. E-commerce deliveries generated $602,377 in revenue during the six months ended May 31, 2026, or 39.3% of total revenue, compared with $566,919, or 42.9%, during the six months ended May 31, 2025. The increases were primarily driven by sustained residential delivery demand within our assigned FedEx service areas and the ever-increasing proficiency and professionalism of our staff in their delivery work. E-commerce deliveries represented the largest revenue component in all reported periods.
- Weekly service charges totaled $203,541, or 28.0% of total revenue, for the three months ended May 31, 2026, compared with $147,717, or 23.4%, during the three months ended May 31, 2025. Weekly service charges totaled $353,230, or 23.1% of total revenue, for the six months ended May 31, 2026, compared with $291,961, or 22.1%, during the six months ended May 31, 2025. The increases in both periods, $55,824, or 37.8% during the second quarter of 2026 and $61,269, or 21.0% during the six months ended May 31, 2026, was primarily attributable to the increase in the baseline contractual rates under our updated ISP agreement with FedEx. Under the renewed ISP agreement effective February 21, 2026, the increased weekly service charge standard is expected to continue contributing stable fixed revenue and to help offset any seasonal decline in activity-based revenue during the off-season.

### Cost of Revenue

The table below summarizes the total cost of revenue and its components for the interim periods presented:

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the Three Months Ended May 31, 2026 Amount | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ | ​ ​ 2025 Amount | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Change Amount | ​ ​ ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the Six Months Ended May 31, 2026 Amount | ​ ​ ​ ​ ​ ​ ​% ​ ​ ​ | ​ ​ 2025 Amount | ​ ​ ​ ​ ​ ​ ​ ​ ​% ​ ​ ​ | ​ ​ ​ ​ ​ ​ Change Amount | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​% |
| --- | --- | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Cost of service | ​ | $67,041 | ​ | 10.4% | $49,851 | ​ | 8.1% | $17,190 | ​ | 34.5% | $158,296 | 12.2% | $120,010 | 9.0% | $38,286 | 31.9% |
| Cost of Labor | ​ | 343,973 | ​ | 53.3% | 347,132 | ​ | 56.7% | (3,159) | ​ | (0.9)% | 730,934 | 56.5% | 737,940 | 55.3% | (7,006) | (0.9)% |
| Fuel | ​ | 117,157 | ​ | 18.1% | 102,033 | ​ | 16.7% | 15,124 | ​ | 14.8% | 222,266 | 17.2% | 209,946 | 15.7% | 12,320 | 5.9% |
| Maintenance and repairs | ​ | 83,877 | ​ | 13.0% | 51,064 | ​ | 8.3% | 32,813 | ​ | 64.3% | 131,957 | 10.2% | 144,566 | 10.8% | (12,609) | (8.7)% |
| Depreciation and amortization | ​ | 33,744 | ​ | 5.2% | 62,168 | ​ | 10.2% | (28,424) | ​ | (45.7)% | 50,272 | 3.9% | 124,336 | 9.2% | (74,064) | (59.6)% |
| Total Cost of Revenue | **​** | **$645,792** | **​** | **100.0%** | **$612,248** | **​** | **100.0%** | **$33,544** | **​** | **5.5%** | **$1,293,725** | **100.0%** | **$1,336,798** | **100.0%** | **$(43,073)** | **(3.2)%** |

For the three months ended May 31, 2026, our cost of revenue was $645,792, or 88.7% of total revenue, compared with $612,248, or 97.2%, for the three months ended May 31, 2025. This increase was primarily due to increased maintenance and repair fees and 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 May 31, 2026 and May 31, 2025, as discussed below:

- Cost of Service: Service expenses totaled $67,041, or 10.4 % of total cost of revenue, during the three months ended May 31, 2026, compared with $49,851 during the three months ended May 31, 2025. For the six months ended May 31, 2026 and May 31, 2025, service expenses totaled $158,296, or 12.2% of total cost of revenue, and $120,010 or 9.0% of total cost of revenue respectively. These increases were primarily attributable to higher insurance premiums and rental of more vehicles to complete the parcel delivery tasks.
- Cost of Labor: Cost of labor expenses remained the largest component of our costs of revenue, totaling $343,973, or 53.3% during the three months ended May 31, 2026, a decrease of $3,159, or 0.9%, compared with the three months ended May 31, 2025. Labor expenses for the six months ended May 31, 2026 totaled $730,934, or 56.5% of total cost of revenues, compared with $737,940, or 55.3%, of total cost of revenues for the six months ended May 31, 2025. The decrease of cost of labor, coupled with an increase in revenue, was primarily due to the higher proportion of skilled drivers in our workforce. This enabled us to handle the growing volume of parcel deliveries with fewer drivers. Using fewer, more skilled drivers to deliver the same and even more volume of parcels reduces costs and ensures a higher standard of service. This is the objective and driving force behind our ongoing driver training and efforts to improve operational management.
- Maintenance and Repair: Maintenance and repair expense increased by $32,813, or 64.3%, to $83,877 during the three months ended May 31, 2026, compared with $51,064 for the three months ended May 31, 2025. This increase occurred primarily as a result of route and scheduling improvements annually. Some of our vehicles have exceeded their depreciation period but are still in service, so we have carried out an annual major overhaul on them. The maintenance costs for this quarter are primarily due to repairs carried out on these vehicles. Maintenance and repair expense decreased by $12,609, or 8.7% to $131,957 during

the six months ended May 31, 2026, compared with $144,566 for the six months ended May 31, 2025. The high vehicle maintenance costs in the first half of 2025 were mainly due to the poor condition of many of the vehicles when we first took them over, with a number of them requiring major repairs. This situation did not arise in the first half of 2026, however, resulting in a reduction in maintenance costs.

- Depreciation and Amortization: Depreciation and amortization expenses totaled $33,744 during the three months ended May 31, 2026, a decrease of $28,424, or 45.7%, compared with $62,168 for the three months ended May 31, 2025. For the six months ended May 31, 2026, depreciation and amortization expense totaled $50,272, down $74,064 or 59.6%, compared with $124,336 for the six months ended May 31, 2025. The decrease was primarily due to a reduction resulting from vehicles being written off and an overall reduction in the size of the vehicle fleet.
- Fuel: Fuel expense increased by $15,124, or 14.8%, to $117,157 for the three months ended May 31, 2026. The increase of fuel, compared with the activity-based decrease of revenue, was primarily driven by the increasing price level of fuel, partially offset by our improved energy management and toute improvement. For the six months ended May 31, 2026, fuel expense increased by $12,320, or 5.9%, to $222,266 primarily due to improved energy management and improved route planning and enhanced driver operations, which contributed to more efficient fuel utilization and lower average mileage per route, and the introduction of new electric trucks into operations beginning this fiscal quarter against the background of an overall increase in fuel prices.

### Gross Profit

For the three months ended May 31, 2026, we recorded our gross profit of $81,037, or 11.3% of total revenue, compared with a gross profit of $18,002, or 2.8%, for the three months ended May 31, 2025. The increase of $63,035 was primarily driven by increased 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.

### General and Administrative Expenses

The following table sets forth the breakdown of our general and administrative expenses for the periods presented.

| ​ ​ ​ ​ ​ General and administrative expenses | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the Three Months Ended May 31, 2026 Amount ​ ​ | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ | ​ ​ 2025 Amount ​ ​ | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Change Amount ​ ​ | ​ ​ ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the Six Months Ended May 31, 2026 Amount ​ ​ | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ | ​ ​ 2025 Amount ​ ​ | ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Change Amount ​ ​ | ​ ​ ​ ​ ​ ​% | ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: |
| Professional fees | ​ | $170,948 | ​ | 24.2% | $55,636 | ​ | 39.2% | $115,312 | ​ | 207.3% | $426,356 |  | 36.4% | $261,206 |  | 61.4% | $165,150 |  | 63.2% |
| Payroll Expense | ​ | 277,683 | ​ | 39.3% | 80,986 | ​ | 57.1% | 196,697 | ​ | 242.9% | 431,237 |  | 36.8% | 151,689 |  | 35.7% | 279,548 |  | 184.3% |
| Franchise Tax | ​ | ​ 200,000 | ​ | 28.3% | ​ — | ​ | —% | ​ 200,000 | ​ | 100.0% | ​ 200,000 | ​ | 17.1% | ​ — | ​ | —% | ​ 200,000 | ​ | 100.0% |
| Others | ​ | 57,441 | ​ | 8.1% | ​ 5,140 | ​ | 3.7% | ​ 52,301 | ​ | 1,017.5% | ​ 113,085 | ​ | 9.7v% | ​ 12,486 | ​ | 2.9% | ​ 100,599 | ​ | 805.7% |
| **Total general and administrative expenses** | **​** | **$706,072** | **​** | **100.0%** | **$141,762** | **​** | **100.0%** | **$564,310** | **​** | **398.1%** | **$1,170,678** |  | **100.0%** | **$425,381** |  | **100.0%** | **$745,297** |  | **175.2%** |

For the three months ended May 31, 2026, general and administrative expenses were $706,072, compared with $141,762 for the three months ended May 31, 2025, representing an increase of $564,310, or 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 compensation expenses, 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.

### Other Income (Expenses)

#### Interest income

Interest income was $216,101 and $414,838, respectively, for the three and six months ended May 31, 2026, compared with an interest expense of $nil and $nil, respectively, for the three and six months ended May 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.

### Income Tax Expense (Benefit)

Our income tax provision was $nil for the three months ended May 31, 2026, compared with an income tax provision of $400 for the three months ended May 31, 2025 due to the tax provision adjustment in the third quarter of 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.

### Net Loss

As a result of the above factors, for the three months ended May 31, 2026, we reported a net loss of $2,532,942, compared with a net loss for the three months ended May 31, 2025 of $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.

### Liquidity and Capital Resources

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 May 31, 2026, we reported cash of $5,235,991 and working capital of $17,275,349, attributable primarily to our IPO completed in August 2025. Working capital as of May 31, 2026 is composed principally of $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.

In August 2024, we sold 1,000,000 shares of Class A common stock at a price of $0.90 per share. The gross proceeds amounted to $0.9 million. All proceeds were received prior to November 30, 2024.

On August 20, 2025, we completed our IPO resulting in net proceeds of approximately $13.7 million, after deducting underwriting discounts and commissions and offering expenses payable by us.

Our future capital requirements will depend on many factors, including the rate of revenue growth, the timing and amount of cash received from customers, the expansion of sales and marketing activities, the timing and cost of new service efforts, and the success of its efforts to expand business with its current client and to acquire additional businesses. If additional resources are required, we may issue additional equity or debt securities. The sale of additional equity or equity-linked securities could result in further dilution to stockholders. Incurring additional debt would increase our debt service obligations and could impose operating and financial covenants that may limit our operations. Further, financing may not be available in amounts or on terms that are acceptable to us, or it may not be available at all.

### Cash Flows for the Six Months ended May 31, 2026 and May 31, 2025

The following table summarizes our cash flows for the periods presented:

| ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ For the Six Months Ended May 31, 2026 | ​ ​ ​ ​ ​ | ​ ​ For the Six Months Ended May 31, 2025 |
| --- | --- | ---: | --- | ---: |
| Net cash used in operating activities | ​ | $(4,344,650) | ​ | $(294,052) |
| Net cash provided by investing activities | ​ | 343,582 | ​ | — |
| Net cash provided by financing activities | ​ | 7,928,530 | ​ | 178,922 |
| Net increase in cash | ​ | $3,927,462 | ​ | $(115,130) |

### Operating Activities

Net cash used in operations was $4,344,650 for the six months ended May 31, 2026, compared with net cash used in operations of $294,052 during the six months ended May 31, 2025. The increase in operating cash outflows was primarily attributable to the following factors: (i) a $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 $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) $225,552 in interest income on our loans receivable portfolio that was accrued during the period but not yet received in cash.

### Investing Activities

Net cash provided by investing activities was $343,582 for the six months ended May 31, 2026, reflecting repayments received on short-term loans extended in the prior fiscal year. For the six months ended May 31, 2025, net cash from investing activities was $nil.

### Financing Activities

Net cash provided by financing activities amounted to $7,928,530 for the six months ended May 31, 2026, mainly attributable to proceeds from issuance of common stock under private placement agreement.

Net cash used in financing activities amounted to $178,922 for the six months ended May 31, 2025, consisting of $480,000 capital contribution from a shareholder, and $296,078 payment for deferred listing cost.

### Contractual Obligations and Other Commitments

We have no long-term fixed contractual obligations or commitments as of May 31, 2026.

### Off-Balance Sheet Arrangements

We did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

### Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with the accounting principles generally accepted in the U.S. (“U.S. GAAP”), which require us to make judgments, estimates, and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past fiscal year, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements.

### Uses of estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the allowance for credit losses of accounts receivables, useful lives of plant and equipment, the recoverability of long-lived assets, impairment of goodwill, and revenue recognition. Actual results could differ from those estimates.

### Fair value of financial instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of input used to measure fair value are as follows:

- Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
- Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.
- Level 3 — inputs to the valuation methodology are unobservable.

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 May 31, 2026 and November 30, 2025, based upon the short-term nature of the assets and liabilities.

### Business Combinations

Business combinations are accounted for using the acquisition method of accounting. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. The accounting for business combinations requires estimates and judgment in determining the fair value of assets acquired, liabilities assumed, and contingent consideration transferred, if any, regarding expectations of future cash flows of the acquired business, and the allocation of those cash flows to the identifiable intangible assets. The determination of fair value is based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If actual results differ from these estimates, the amounts recorded in the financial statements could result in a possible impairment of intangible assets and goodwill. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Acquisition-related expenses are expensed when incurred.

### Income Taxes

Income taxes are accounted for using the asset and liability method, as prescribed under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases.

Prior to JAR Acquisition, as an S-Corporation, the Predecessor was not subject to federal corporate income taxation, and its taxable income, deductions, and credits were passed through to its stockholders. the Predecessor was subject to the California corporate franchise tax under RTC § 23802, which requires S-Corporations to pay the greater of a minimum tax of $800 or 1.5% of net taxable income derived from California sources. In accordance with ASC 740-10-15-4, deferred tax assets and liabilities were recognized for state-level temporary differences and net operating loss (“NOL”) carryforwards. Following the JAR Acquisition, the Predecessor became a wholly owned subsidiary of the Company, and a C-Corporation, and is subject to corporate income taxation under the Internal Revenue Code and applicable state tax laws.

ASC 740 requires a tax position to meet a recognition threshold before it is recognized in the financial statements. We assess uncertain tax positions based on management’s evaluation of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. This assessment includes consideration of any potential appeals or litigation processes based on the technical merits of the tax position. Because significant assumptions and judgments are involved in determining whether a tax benefit is more likely than not to be sustained, actual results may differ from estimates under different assumptions or conditions. We recognize interest and penalties related to unrecognized tax benefits as part of the income tax provision in the consolidated statements of income.

### Impairment of Long-Lived Assets

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 May 31, 2026 and May 31, 2025.

### Revenue recognition

ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration it expects to receive in exchange for those goods or services as performance obligations are satisfied. ASC 606 applies a five-step model for revenue recognition, which requires the Company to: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

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 is recognized as follows:

- **Over Time**: Fixed weekly service charges and branding-related revenue (e.g., apparel and vehicle branding) are recognized evenly over the contractual service period, as the Company satisfies the performance obligation of continuous service coverage and branding compliance over time for FedEx.
- **Point-in-Time**: Activity-based revenue, including stop charges, package charges, and fuel surcharges, is recognized upon completion of the respective performance obligation (e.g., completing a delivery or pickup stop for FedEx and obtaining the end-recipient’s delivery confirmation). Recognition of this revenue is further subject to verification and confirmation of the actual completed activity volume by FedEx via its proprietary systems, consistent with the terms of the ISP Agreement.

Each service task assigned by FedEx (including stop execution and package delivery) is a distinct component of the overall performance obligations under the ISP Agreement; the aggregate of these tasks constitutes the single ongoing performance obligation of providing last-mile delivery services to FedEx as an ISP. The transaction price under the ISP Agreement is determined based on mutually negotiated fixed and variable charges (Negotiated Charges) between the Company and FedEx, documented in the ISP Agreement’s Schedule C and related attachments. The fixed component (weekly service charges) is set at the inception of the rate term; the variable component (activity-based charges) is tied to the actual volume of services completed (e.g., number of stops, packages handled) and includes fuel surcharges that adjust weekly based on market fuel prices. There are no rebates, returns, or other material variable consideration provisions outside of the agreed activity-based charges. As FedEx is the Company’s sole counterparty, there is no prepayment requirement from customers; the Company and FedEx settle service fees based on FedEx’s official confirmation of the actual completed service volume for each settlement period. Since the fixed and activity-based charges under the ISP Agreement are explicitly tied to separate, distinct performance obligations (continuous service coverage vs. per-unit activity execution), no allocation of the transaction price is required under ASC 606. For activity-based revenue, it is recognized at a point in time when control of the service (for FedEx) is transferred and the delivery is completed to the end-recipient’s designated destination, as evidenced by the end-recipient’s signature on the delivery note and subsequent verification by FedEx. Transit periods for individual delivery tasks typically do not exceed one month, and the Company and FedEx settle all service fees on a regular contractual basis. The Company has a contractual credit term with FedEx for service fee settlement, with standard payment terms of one week.

Revenue is presented on a gross basis, as the Company acts as the principal in the transaction with FedEx. This conclusion is based on the following considerations: i) the Company manages all aspects of the last-mile delivery process for FedEx and exercises full control over the delivery service before transferring the completed service to FedEx; ii) the Company has the contractual right to negotiate all fixed and activity-based charges (Negotiated Charges) with FedEx and bears the operational and market risks associated with service delivery (e.g., fluctuations in labor, fuel, and equipment costs); iii) The Company is primarily responsible for fulfilling the promise to provide delivery services in meeting FedEx’s service requirements and FedEx’s customer (end-recipient) delivery expectations, including resolving delivery-related complaints and assuming liability for service failures.

## Controls and procedures

As filed, 8,151 characters.

### Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of May 31, 2026 and identified one material weakness and two significant deficiencies in our internal control over financial reporting as of May 31, 2026. Based on the evaluation described above and in light of the material weakness and significant deficiencies identified, management has concluded that our disclosure controls and procedures were not effective as of May 31, 2026. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting. The material weakness and significant deficiencies identified are as follows:

Insufficient Management Review Controls Over Financial Reporting Processes. The Company lacks sufficient management review controls to monitor the execution of financial reporting processes and to detect and prevent potential material misstatements in the financial statements. This material weakness relates to the Company’s lack of an adequate internal review function to monitor control execution, which may lead to material audit adjustments to the financial statements.

Lack of Dedicated Personnel with Specialized US GAAP Reporting Expertise. The Company’s finance team includes personnel with Certified Public Accountant (“CPA”) credentials and extensive financial reporting experience; however, the Company does not currently have dedicated personnel with specialized expertise in U.S. Generally Accepted Accounting Principles (“US GAAP”) financial statement preparation and disclosure, particularly with respect to complex accounting standards. This deficiency arises from recent personnel changes in the finance function, including the resignation of the Chief Financial Officer, and the Company’s size and resource constraints as a small business.

Inability to Obtain SOC 2 Report from FedEx. The Company’s revenue recognition process, financial reporting, and operational activities are fully dependent on proprietary systems owned and maintained by FedEx (the Company’s key counterparty), including FedEx Software, leased Scanners, and the My Ground Biz Account platform. These systems are critical to the Company’s ability to track service activity, confirm workload, verify pricing, and fulfill its financial reporting obligations. As of the end of the reporting period, the Company has been unable to obtain a Service Organization Control (“SOC”) 2 report from FedEx. A SOC 2 report assesses the effectiveness of FedEx’s controls over the security, availability, and confidentiality of its systems-controls that are critical to ensuring the reliability of the data generated by FedEx’s systems and used by the Company in its financial reporting. This deficiency impairs the Company’s ability to independently verify the effectiveness of FedEx’s controls over the systems that are core to the Company’s financial reporting process. Without a SOC 2 report, the Company cannot fully assess the security, availability, or confidentiality of FedEx’s systems, which increases the risk of: (i) inaccurate, incomplete, or untimely data (e.g., workload counts, pricing information) used in revenue recognition and financial reporting; (ii) system outages or data breaches that disrupt the Company’s financial reporting process; and (iii) the Company’s independent registered public accounting firm being unable to obtain sufficient appropriate audit evidence regarding the reliability of FedEx system-generated data, which could result in a scope limitation in the audit of the Company’s financial statements.

Neither of the two significant deficiencies has resulted in a material misstatement of the Company’s consolidated financial statements for the reporting period.

Following the identification of the material weakness and two significant deficiencies described above, we are taking comprehensive remedial measures to strengthen our internal control over financial reporting. The Company’s finance team is in the process of developing and implementing financial procedures and entity-level controls designed to achieve and maintain effective internal control over financial reporting. These efforts include the design and execution of robust financial closing policies and procedures, as well as the institution of an effective internal review process to monitor control execution. The Company is also actively engaging with FedEx to request access to Service Organization Control (SOC) 1 and SOC 2 reports to obtain independent assurance over controls supporting FedEx’s systems that affect the Company’s revenue recognition process; however, there is no guarantee that FedEx will provide such reports in a timely manner, or at all. To further strengthen our financial reporting function and control framework, the Company plans to implement additional remedial measures as necessary, including (i) enhancing U.S. GAAP accounting and financial reporting training for its accounting and financial reporting personnel; (ii) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience; and (iii) engaging an external consulting firm to assist our assessment of Sarbanes-Oxley compliance requirements and improvement of our overall internal control.

In addition, Mr. Huaqin He, one of the Company’s independent directors, is a professor at the College of Life Sciences of Fujian Agriculture and Forestry University with a major expertise in data analytics and systematic research, which can support the Company’s development in digital logistics, operational optimization, and technology-driven decision-making. Another independent director, Ms. Huanhuan Tian, has extensive experience in financial management, auditing, IPO preparation, and corporate compliance.

The implementation of the remedial measures described above may not fully address the material weakness or significant deficiencies in our internal control over financial reporting. Our failure to correct these control deficiencies could result in inaccuracies in our financial statements and could impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

### Internal Control Over Financial Reporting

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended May 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### Elite Express Holding Inc.

## Risk factors

As filed, 4,656 characters.

The following risk factors supplements and should be read in conjunction with the risk factors previously disclosed in the Annual 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

As of May 31, 2026 and November 30, 2025, $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 $102,085) for each financial institution. The Company’s total uninsured cash held in Bank of China (Hong Kong) Limited amounted to $4.9 million and $nil as of May 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.

However, because the Company does not otherwise conduct business operations in Hong Kong, the placement of a substantial portion of its cash in that jurisdiction exposes it to additional risks associated with the political, legal, and economic environment of a foreign country. These include risks arising from potential changes in Hong Kong’s financial system, banking regulations, capital controls, or its relationship with the People’s Republic of China, as well as the possible impact of international sanctions, foreign exchange restrictions, or governmental interventions. In the event of adverse political developments, sovereign actions, or a deterioration in the financial condition of the relevant institutions, the Company may experience delays or difficulties in accessing its funds, or incur losses that are not covered by deposit insurance. Any such events could materially and adversely affect the Company’s liquidity, financial condition, and results of operations.

### 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.

Filed Jul 14, 2026.
Source: SEC EDGAR, the filing index for accession 0001104659-26-083496. Last ingested by Listed: Oct 26, 2026, 16:06 ET. No prices; not investment advice.