Elite Express Holding Inc. 8-K

What Happened
Elite Express Holding Inc. announced on March 10, 2026 that it entered into Stock Purchase Agreements with eight non‑U.S. investors to sell an aggregate of 32,000,000 shares of its Class A common stock at $0.25 per share, for gross proceeds of $8,000,000. The Private Placement is being offered under Rule 903 of Regulation S (for non‑U.S. persons) and the closing is expected within 90 days of the agreement. The form of the Purchase Agreement is filed as Exhibit 10.1 to the 8‑K.

Key Details

• 32,000,000 shares of Class A common stock to be issued at $0.25 per share.
• Aggregate gross proceeds: $8,000,000.
• Purchasers: eight non‑U.S. investors; offering conducted under Regulation S (Rule 903).
• Closing expected within 90 days of March 10, 2026; Purchase Agreement (form) filed as Exhibit 10.1.

Why It Matters
If completed, this financing would raise $8.0 million in cash for the company and increase the number of outstanding Class A shares by 32 million, which could dilute existing shareholders. Because the offering is a Regulation S private placement to non‑U.S. persons and the shares are unregistered, U.S. investors did not participate. Investors should note the agreements’ representations and warranties are contractual and the form Purchase Agreement is provided for reference; omitted schedules/exhibits may be furnished to the SEC on request.