{"url_path":"/sec/ets/8-k/2026-06-08/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/2053641/0001104659-26-071441-index.html","accession_number":"0001104659-26-071441","cik":"0002053641","ticker":"ETS","issuer_name":"Elite Express Holding Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2053641/0001104659-26-071441-index.html","primary_entity_key":"0002053641","primary_entity_name":"Elite Express Holding Inc."},"word_count":265,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nAs\npreviously disclosed in the Current Report on Form 8-K filed by Elite Express Holding Inc., a Delaware corporation (the “Company”),\nwith the Securities and Exchange Commission on March 11, 2026, the Company entered into Stock Purchase Agreements, dated March 10, 2026,\nwith eight non-U.S. investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a private placement\noffering (the “Private Placement”) an aggregate of 32,000,000 shares (the “Shares”) of the Company’s Class\nA Common Stock, par value $0.000001 per share, at a purchase price of $0.25 per share, for aggregate gross proceeds of $8,000,000. On\nJune 4, 2026, the Company completed the closing of the Private Placement. At the closing, the Company issued an aggregate of 32,000,000\nShares of its Class A Common Stock to the Purchasers for aggregate gross proceeds of $8,000,000.\n\n \n\nThe Shares were offered and sold in reliance upon\nthe exemption from registration provided by Rule 903 of Regulation S under the Securities Act of 1933, as amended (the “Securities\nAct”). The offering was conducted in offshore transactions, as defined in Rule 902(h) of Regulation S, to persons who represented\nthat they were not “U.S. persons,” as defined in Rule 902(k) of Regulation S, and were not acquiring the Shares for the account\nor 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,\nin the United States in connection with the offering. The Shares are restricted securities as defined in Rule 144(a)(3) under the Securities\nAct."}