Elite Express Holding Inc.

The following risk factors supplement 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 August 31, 2026 and November 30, 2025, $2.9 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 $2.8 million and $nil as of August 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 we were not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). Nasdaq initially provided us until April 29, 2026 to regain compliance and, on April 30, 2026, granted an additional compliance period through October 26, 2026.

On August 6, 2026, we received written notification from Nasdaq that Nasdaq had determined that we regained compliance with Nasdaq Listing Rule 5550(a)(2) by maintaining a closing bid price of our Class A common stock of at least $1.00 per share for 10 consecutive business days and that the matter was closed.

Although the previously disclosed minimum bid price deficiency has been resolved, there can be no assurance that we will continue to satisfy Nasdaq’s continued listing requirements in the future. Any future failure to maintain compliance could result in additional deficiency notices and, ultimately, delisting proceedings.

A delisting of our Class A common stock could substantially decrease trading in our Class A common stock, adversely affect its liquidity and market price, impair our ability to raise additional capital, and result in a loss of investor confidence.