SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 2025

Yidan Chen
Chief Executive Officer
Elite Express Holding Inc.
23046 Avenida De La Carlota, Suite 600
Laguna Hills, CA 92653

 Re: Elite Express Holding Inc.
 Draft Registration Statement on Form S-1
 Submitted February 20, 2025
 CIK No. 0002053641
Dear Yidan Chen:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Risk Factors, page 9

1. Please revise to include risk factor disclosure regarding your
dual-class capital
 structure. Explain the controlling shareholder(s) ability to control
matters requiring
 shareholder approval, including the election of directors, amendment of
organizational
 documents, and approval of major corporate transactions, such as a
change in control,
 merger, consolidation, or sale of assets, and disclose the percentage of
outstanding
 shares that high-vote shareholder(s) must keep to continue to control
the outcome of
 matters submitted to shareholders for approval.
 March 18, 2025
Page 2
We have a limited operating history in an evolving industry, which makes it
difficult to
evaluate our future prospects and may increase the, page 11

2. Please revise this risk factor to reflect that you have already incurred
losses. In this
 regard, we note that you had $208,390 in net loss for the year ended
November 30,
 2023, $77,735 in net loss from December 1, 2023 to October 25, 2024
(Predecessor),
 and $300,703 in net loss from October 26, 2024 to November 30, 2024
(Successor).
Use of Proceeds, page 22

3. We note your disclosure that you intend to use approximately 60% of the
net proceeds
 raised from this offering for equity acquisitions, asset acquisitions,
and other
 investments in businesses that serve customers who require last-mile
delivery services
 to expand your service area and customer base, as of the date of this
prospectus,
 you have entered into two stock purchase agreements to acquire the 100%
equity
 interests in two businesses that provide last-mile delivery services to
FedEx, with the
 purchase consideration to be paid in February 2026. Please revise to
state the cost of
 the assets and, where such assets are to be acquired from affiliates or
their associates,
 give the names of the persons from whom they are to be acquired and set
forth the
 principle followed in determining the cost to the registrant. Refer to
Instruction 5
 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 27

4. Revise to provide a more substantial discussion and analysis of
operating results to
 specifically identify and quantify the key drivers that resulted in
increases to revenue
 and cost of revenues for each period presented. Refer to Item 303(b) of
Regulation S-
 K and SEC Release No. 33-8350.
Liquidity and Capital Resources
Cash Flows, page 29

5. Please provide a more informative discussion and analysis of cash flows
from
 operating activities, including changes in working capital components,
for the periods
 presented. In doing so, explain the underlying reasons and implications
of material
 changes between periods to provide investors with an understanding of
trends and
 variability in cash flows. Also ensure that your disclosures are not
merely a recitation
 of changes evident from the financial statements. Refer to Item 303(a)
of Regulation
 S-K and SEC Release No. 33-8350.
Business
Our Customer, page 35

6. Please expand your disclosure regarding the ISP Agreement with FedEx to
quantify
 the amount(s) of consideration payable under the Agreement. In this
regard, we note
 that from December 1, 2022, to November 30, 2024, and as of the date of
this
 prospectus, FedEx was your sole customer, accounting for 100% of your
revenue, and
 your risk factor disclosure on page 9 which states that your business is
heavily
 dependent on FedEx, making you vulnerable to changes in your
relationship with
 March 18, 2025
Page 3

 FedEx. We also note your disclosure on page 30 that you you have relied
on stable,
 recurring revenue under the ISP Agreement which ensures weekly cash
settlements.
Management, page 42

7. We note that your officers appear to have management, advisory or
directorship
 positions with other companies. Please include an appropriately
captioned risk factor
 to discuss, if true, that certain executive officers serve in their
positions on a part- time
 basis and/or otherwise clarify the number of hours they have agreed to
dedicate to the
 business affairs of your company. To the extent material, please also
identify and
 describe any potential conflicts of interest that exist, or may exist,
as a result of your
 executive officers' outside business relationships.
Index to Consolidated Financial Statements
Consolidated Statement of Operations, page F-3

8. It appears that cost of revenue is presented exclusive of depreciation
and amortization
 while you are presenting a gross profit on the face of your Consolidated
Statement of
 Operations. If an amount of the depreciation and amortization should be
allocated to
 cost of revenue and is material, please revise to include such amounts
in the cost of
 revenue section. Alternatively, if you elect to exclude amortization and
depreciation
 from cost of revenues, you must also remove the measures of gross profit
and relabel
 the cost of revenue line item to indicate that it excludes depreciation
and amortization.
 Please also revise your presentation and discussion of gross profit in
Management s
 Discussion and Analysis. Refer to SAB topic 11.B.
Consolidated Statement of Cash Flows, page F-5

9. We note the heading for the Successor column is titled For the Period
Ended
 November 30, 2024. Please revise to identify the period from October
26, 2024 to
 November 30, 2024.
10. You have included $899,669 as cash flows used in investing activities
and identified
 the amount as the acquisition of business, net of cash acquired. In Note
6, Acquisition,
 you disclose the final consideration was $1,367,169, paid entirely in
cash. You also
 state that certain assets, including cash, were excluded from the
acquisition and
 remained the responsibility of the sellers of JAR. Please revise the
statement of cash
 flows and your footnote for this inconsistency.
Note 6 - Acquisition, page F-13

11. To further our understanding of the terms of the acquisition of JAR,
please tell us how
 you considered the identification of the accounting acquirer in this
transaction. In your
 response, address the factors in ASC 805-10-55-11 through 55-15,
specifically the
 composition of senior management and the governing body of the combined
entity. In
 addition, identify the controlling ownership of JAR and the Company
prior to the
 acquisition, and tell us how you considered whether this transaction is
between
 entities under common control. Refer to ASC 805-50-05-04 and 05-05.
 March 18, 2025
Page 4
Exhibits

12. We note that the Exhibit Index on page II-5 includes Exhibit 10.22
Transfer of Debt
 Agreement by and between Yan Bai, Huan Liu, and the Registrant, dated
December 2,
 2024, and Exhibit 10.23 Transfer of Debt Agreement by and between Yong
Lin, Huan
 Liu, and the Registrant, dated November 30, 2024. Please revise
appropriate sections
 of your prospectus to disclose the material terms of these agreements.
13. We note disclosure of related party agreements including an agreement
related
 to funds borrowed from the Chairman of the Board of Directors and a
secured loan
 agreement to fund the settlement of a class-action lawsuit in 2023.
Please file these
 and related agreements as exhibits to the registration statement, or
tell us why you do
 not believe they are required. Refer to Item 601(b) of Regulation S-K.
General

14. Please supplementally provide us with copies of all written
communications, as
 defined in Rule 405 under the Securities Act, that you, or anyone
authorized to do so
 on your behalf, have presented or expect to present to potential
investors in reliance
 on Section 5(d) of the Securities Act, whether or not they retain copies
of the
 communications.

 Please contact Myra Moosariparambil at 202-551-3796 or Shannon Buskirk
at 202-
551-3717 if you have questions regarding comments on the financial statements
and related
matters. Please contact Cheryl Brown at 202-551-3905 or Liz Packebusch at
202-551-8749
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Kanglin Yu
</TEXT>
</DOCUMENT>