Elite Express Holding Inc. - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On March 10, 2026, Elite Express Holding Inc.,
a Delaware corporation (the “Company” ), entered into a Stock Purchase Agreement (the “Purchase Agreement” )
with eight non-U.S. investors (the “Purchasers” ), pursuant to which the Company agreed to issue and sell in
a private placement offering (the “Private Placement” ) an aggregate of 32,000,000 shares (the “Shares” )
of the Company's Class A Common Stock, $0.000001 par value per share, at a purchase price per share of $0.25, for aggregate gross proceeds
of $8,000,000.   The closing of the Private Placement is expected to occur within ninety days
following the execution of the Purchase Agreement on March 10, 2026, or on such other date as the parties may mutually agree in writing.

The Shares have not been and will not be registered
under the Securities Act of 1933, as amended (the “Securities Act” ), or the securities laws of any state or
other jurisdiction. The Shares were offered pursuant to the exemption provided in Rule 903 of Regulation S under the Securities Act because
all of the investors were non-U.S. Persons (as defined under Rule 902(k)(2)(i) of Regulation S).

The form of Purchase Agreement has been filed
as an exhibit to this Current Report on Form 8-K (this “Form 8-K” ) to provide investors and stockholders with
information regarding its terms. The Company entered into substantially identical Purchase Agreements with each of the eight Purchasers,
and the form filed as Exhibit 10.1 is representative of the material terms of all such agreements. It is not intended to provide any other
information about the parties to the Purchase Agreement, or any of their respective affiliates. The representations, warranties and covenants
in the Purchase Agreement were made only for the purposes of such agreements and as of specified dates. The representations and warranties
may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing
these matters as facts and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.
Investors are not third-party beneficiaries under the Purchase Agreement. Accordingly, the representations, warranties and covenants may
not accurately represent the current state of the Company’s affairs at any time.

The foregoing description of the Purchase Agreement
is subject to and qualified in its entirety by reference to the full text of the form of Purchase Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this
Current Report on Form 8-K regarding the Private Placement and the Purchase Agreement is hereby incorporated by reference into this Item
3.02.

The Shares were offered and sold in reliance upon
the exemption from registration provided by Rule 903 of Regulation S. The offering was conducted in offshore transactions (as defined
in Rule 902(h) of Regulation S) to persons who represented that they were not “U.S. persons” (as defined in Rule 902(k) of
Regulation S) and were not acquiring the Shares for the account or benefit of any U.S. person. The Company did not engage in any “directed
selling efforts” (as defined in Rule 902(c) of Regulation S) in the United States in connection with the offering. The Shares are
“restricted securities” as defined in Rule 144(a)(3) under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

10.1*

Form of Stock Purchase Agreement, dated as of March 10, 2026, by and between Elite Express Holding Inc. and the Purchasers.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Exhibits and schedules have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplemental copies of any omitted exhibits or schedules to
the Securities and Exchange Commission upon request.