Elite Express Holding Inc. Announces \$8 Million Private Placement of Class A Common Stock to Non-U.S. Investors

Elite Express Holding Inc. (NASDAQ: ETS) has announced a significant capital raising event that may impact the company’s share price and is of material interest to shareholders. Here are the key details:

Key Highlights from the 8-K Filing

• Material Definitive Agreement Signed: On March 10, 2026, Elite Express Holding Inc., a Delaware corporation, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with eight non-U.S. investors (the “Purchasers”).
• Private Placement Details: Under the Purchase Agreement, Elite Express agreed to issue and sell an aggregate of 32,000,000 shares of its Class A Common Stock (par value \$0.000001 per share) at a purchase price of \$0.25 per share. This results in gross proceeds of \$8,000,000 for the company.
• Type of Offering: The shares are being sold in a private placement offering to non-U.S. investors, relying on the exemption from registration globally provided by Rule 903 of Regulation S. The shares are considered “restricted securities” as defined in Rule 144(a)(3) under the Securities Act.
• Offshore Transaction: The offering was conducted in offshore transactions to persons who are not “U.S. persons” and who are not acquiring the shares for the account or benefit of any U.S. person. No “directed selling efforts” were made in the United States in connection with the offering.
• Material Terms: The form of Purchase Agreement, filed as Exhibit 10.1, contains standard representations, warranties, and covenants, but these may not reflect the current state of the company’s affairs at any time. Investors are not third-party beneficiaries under the Purchase Agreement.
• Emerging Growth Company: Elite Express Holding Inc. has identified itself as an emerging growth company under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
• Purpose of Funds: The management of Elite Express will have sole discretion concerning the use of the \$8 million in proceeds as well as the timing of expenditures.
• Risk and Restrictions: The new shares are restricted and subject to transfer limitations under U.S. securities laws. Investors must hold the shares unless they are registered or an exemption from registration is available. Certificates representing the shares will be marked with restrictive legends, and the company will refuse to register any transfer not in compliance with applicable securities laws.

Potentially Price-Sensitive Information

• Significant Dilution: The issuance of 32 million new shares is a substantial increase in the company’s outstanding equity and will likely have a dilutive effect on existing shareholders. This could impact the trading price of ETS shares.
• Non-U.S. Investor Base Expansion: The capital raise exclusively from non-U.S. investors may signal growing international interest in the company.
• Future Financings: The company notes that it may need to complete additional financings in the future, which could further dilute existing shareholders.
• No Registration Obligation: There is no obligation for the company to register the new shares for resale, so liquidity may be restricted for the new investors.
• No Directed Selling Efforts: The company has emphasized that no directed selling efforts have occurred in the U.S., supporting regulatory compliance for this offshore offering.

Share Trading and Regulatory Information

• Ticker Symbol: ETS
• Exchange: The Nasdaq Stock Market LLC

Management Signatory

The report and agreements were signed by Yidan Chen, Chief Executive Officer, President, and Director of Elite Express Holding Inc., on March 11, 2026.

What Investors Should Watch

• Potential Dilution: The large number of shares being issued could result in downward pressure on the share price as the market absorbs the potential dilution.
• Use of Proceeds: Management discretion on how the \$8 million will be spent means investors should monitor company updates and financial filings for details on deployment of these funds.
• Regulatory Compliance: All transactions are structured to comply with Regulation S, but investors should be aware of ongoing restrictions and holding periods.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions. The information provided is based on the company’s public filings and may be subject to change. Elite Express Holding Inc. has made forward-looking statements, and actual results may differ.

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