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Elite Express Holding Inc.

For the period ended May 31, 2026. Filed Jul 14, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 31, 2026 · Filed Jul 14, 2026

ETS$1.55+27.0%Stored close · as of Nov 9, 2026

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Item 1A. Risk Factors

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.

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