As filed with the U.S. Securities and Exchange Commission on May 23, 2025.

Registration No. 333-286965

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Elite Express Holding Inc.

(Exact name of registrant as specified in its charter)

23046 Avenida De La Carlota, Suite 600

Laguna Hills, CA 92653

(949) 758-0650

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Yidan Chen

Chief Executive Officer

23046 Avenida De La Carlota, Suite 600

Laguna Hills, CA 92653

(949) 758-0650

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ¨

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION

DATED MAY 23, 2025

4,000,000 Shares of Class A Common Stock

ELITE EXPRESS HOLDING INC.

This is an initial public offering on a firm commitment basis of 4,000,000 shares of Class A common stock, par value $0.000001 (“Class A common stock”), of Elite Express Holding Inc., a Delaware corporation (“ETS”). Prior to this offering, there has been no public market for our Class A common stock. We expect the initial public offering price of the Class A common stock to be $4.00 per share.

We have reserved the symbol “ETS” for purposes of listing our Class A common stock and have applied to list our Class A common stock on The Nasdaq Capital Market. At this time,  the Nasdaq Stock Market LLC (“Nasdaq”) has not yet approved our application to list our Class A common stock. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Class A common stock will be approved for listing on The Nasdaq Capital Market.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Mr. Huan Liu, our Chairman of the Board of Directors, currently holds approximately 52.63% of the aggregate voting power of our issued and outstanding shares of Class A and Class B common stock. Immediately after the consummation of this offering, assuming the sale of 4,000,000 shares of Class A common stock and no exercise of the underwriters’ over-allotment option, Mr. Huan Liu’s voting power is anticipated to decrease to approximately 49.83%, falling below 50% threshold. As a result, we expect that we will not be classified as a “controlled company” under Nasdaq Rule 5615(c). Nevertheless, significant voting influence will remain concentrated among our directors, executive officers, and major stockholders, who will collectively continue to exert substantial direct or indirect control over our company. For further information, see “Principal Stockholders” and “Risk Factors – Trading Risks - The dual-class structure of our common stock has the effect of concentrating voting control with those stockholders who hold our Class B common stock. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments to our organizational documents, and a change in control, merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval.”

Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus.

The underwriters expect to deliver the shares of our Class A common stock against payment in U.S. dollars in New York, New York on or about [●], 2025.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [●], 2025

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell the Class A common stock in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

For Investors Outside the United States: The underwriters are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting” for additional information on these restrictions.

ABOUT THIS PROSPECTUS

Basis of Presentation

In this prospectus, unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer (i) prior to the consummation of the reorganization transactions on October 25, 2024 described in “Business—Corporate History and Structure,” to JAR Transportation Inc, a California general stock corporation and (ii) after the consummation of the reorganization transactions on October 25, 2024 described in “Business—Corporate History and Structure,” to Elite Express Holding Inc., a Delaware corporation and its subsidiary, JAR Transportation Inc, and other subsidiaries if any. References to “Predecessor” are to JAR Transportation Inc prior to October 26, 2024 and “Successor” are to Elite Express Holding Inc. and its subsidiary, JAR Transportation Inc, after October 25, 2024. For further information, see “Business—Corporate History and Structure.”

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the Representative of its over-allotment option.

Numerical figures included in this prospectus may have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Certain Definitions

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

Market and Industry Data

Certain industry data and market data included in this prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All of the estimates of the Company’s management presented herein are based upon review of independent third-party surveys and industry publications prepared by a number of sources and other publicly available information by the Company’s management. Third-party industry publications and forecasts state that the information contained therein has been obtained from sources generally believed to be reliable, yet not independently verified. The industry data, market data and estimates used in this prospectus involve assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Although we have no reason to believe that the information from industry publications and surveys included in this prospectus is unreliable, we have not verified this information and cannot guarantee its accuracy or completeness. We believe that industry data, market data and related estimates provide general guidance, but are inherently imprecise. The industry in which the Company’s operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus.

Trademarks, Service Marks and Trade Names

This prospectus contains references to our trademark and service marks and to those belonging to other entities. Solely for convenience, trademarks, and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Class A common stock, discussed under “Risk Factors,” before deciding whether to buy our Class A common stock.

Business Overview

Our Company

We are a holding company incorporated in Delaware. Through our wholly owned subsidiary, JAR Transportation Inc., a California-based operating entity, we specialize in last-mile delivery services within California. Our core business focuses on retrieving packages from distribution hubs and ensuring their prompt and secure delivery to recipients’ doorsteps. Committed to innovation and efficiency, our mission is to optimize last-mile logistics by providing efficient, reliable, and innovative delivery solutions.

As of the date of this prospectus, we employ approximately 26 full-time and 3 part-time staff, including approximately 21 drivers. Our fleet consists of approximately 20 trucks and trailers. We provide exclusive pickup and delivery services within our designated service area, covering approximately 1,665.28 square miles. We utilize GroundCloud, a leading logistics software, during our course of business, for route optimization, driver management, and compliance monitoring. Additionally, we are actively expanding our investment in advanced technologies to enhance our scalability, automate our operations, and drive our data-driven decision-making. On an average day, we complete between 1,000 to 1,700 stops, facilitating the pickup and delivery of approximately 1,200 to 2,000 packages. During peak seasons, our daily stops rise to an estimated 2,000, allowing us to meet heightened demand with efficiency and reliability.

For the year ended November 30, 2023 (Predecessor), we reported total revenue of $2,426,026 and incurred a net loss of $208,390. For the period from December 1, 2023 to October 25, 2024 (Predecessor), we reported a total revenue of $2,192,893 and a net loss of $77,735. For the period from October 26, 2024 to November 30, 2024 (Successor), we reported total revenue of $251,049 and a net loss of $300,703. For the three months ended February 28, 2025, we reported total revenue of $692,143 and incurred a net loss of $204,999. During this period, 100% of our revenue was derived from our subsidiary’s last-mile delivery services to our sole customer, FedEx.

Our Strengths

We believe the following competitive advantages are essential for our success and distinguish us from our competitors:

For further information on our strengths, see “Business—Our Competitive Strengths.”

Growth Strategies

We have the following growth strategies to strengthen our competitive position, broaden our market reach, and enhance our operational efficiency:

For further information on our growth strategies, see “Business—Growth Strategies.”

Corporate Information

ETS was incorporated under the laws of the State of Delaware as a corporation on April 3, 2024. For more details on our corporate history and structure, please refer to “Business—Corporate History and Structure.”

Our principal executive office is located at 23046 Avenida De la Carlota, Suite 600, Laguna Hills, CA, 92653. Our telephone number is (949) 758-0650 and our website address is https://eliteexpressholding.com/. The information contained in, or that can be accessed through, our website is not incorporated by reference into, and is not part of, this prospectus.

Summary of Risk Factors

Investing in our Class A common stock involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Class A common stock. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.”

Risk relating to our business (for a more detailed discussion, see “Risk Factors—Risk relating to our business and industry” beginning on page 9 of this prospectus)

Risks and uncertainties related to our businesses include, but are not limited to, the following:

Legal, Regulatory, and Compliance Risks (for a more detailed discussion, see “Risk Factors—Legal, Regulatory, and Compliance Risks” beginning on page 14 of this prospectus)

Risks and uncertainties related to legal, regulatory, and compliance include, but are not limited to, the following:

Trading Risks (for a more detailed discussion, see “Risk Factors—Trading Risks” beginning on page 16 of this prospectus)

Implications of Being an “Emerging Growth Company” and a Smaller Reporting Company

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, occurred, if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

We are also a “smaller reporting company” as defined under the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting Common Stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

THE OFFERING

RISK FACTORS

An investment in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A common stock if you can bear the risk of loss of your entire investment.

Risks Relating to Our Business and Industry

Our business is heavily dependent on FedEx, making us vulnerable to changes in our relationship with FedEx.

Our business model is heavily dependent on FedEx. For the reporting periods from December 1, 2022, to February 28, 2025, and as of the date of this prospectus, FedEx has been our sole customer to which we provided pickup and delivery service. This heavy dependence on FedEx makes our business vulnerable if our relationship with such customer deteriorates or if such customer significantly reduces the demand for our service. As of the date of this prospectus, we are exploring connections with potential customers who require last-mile delivery service but we have not yet entered into any definitive agreements for securing new customers. The impact of a significant customer on our revenue and profitability can vary based on a number of factors, including: contractual volume amounts; pricing terms; e-commerce or other industry trends, including those related to the holiday season; business combinations and the overall growth of a customer’s underlying business; as well as any disruptions to a customer’s business. A significant customer could choose to divert all or a portion of its business with us to one of our competitors, demand pricing concessions, request enhanced services that increase our costs, or develop their own logistics capabilities that result in a loss of relationship with us. In addition, certain contractual arrangements with a significant customer can increase the vulnerability of our business. For example, we usually enter into contracts with FedEx for a duration of approximately one year and such contracts generally provide that (i) there is no obligation or expectation for entry into a subsequent contract at the expiration of a contract; and (ii) the contract includes certain termination rights of either party upon the occurrence of certain events or without cause by mutual agreement at any time. If all or a portion of our business relationship with a significant customer were to terminate or significantly change, this could materially adversely affect us.

Our business depends on our ability to attract new customers and retain and provide services to our existing customer. Any decline in customer acquisition or retention would harm our business.

Our business depends upon our ability to attract new customers, and maintain and expand our relationship with our existing customer. To retain the business of our only customer FedEx, we have committed to consistently meeting performance metrics and optimizing our operations. See “Business—Our Customer” for further details. We need to add new customers to grow our business. If our only customer terminates or does not renew its business relationship with us, or renew its service contract on less favorable terms or for fewer services, and we do not acquire replacement customers or otherwise grow our customer base, our business and results of operations will be materially and adversely affected.

Our business depends on our ability to provide consistently high-quality services.

Our ability to attract and retain customers is dependent in part on our ability to provide high-quality services. As of the date of this prospectus, we adhere to rigorous industrial and contractual standards to ensure our service quality. For example, our employees providing delivery service must satisfy certain appearance, safety, qualification, and other requirements. Our vehicles for the provision of delivery service must satisfy specific size, type, color, and other requirements. See “Business—Our Competitive Strengths.” As we continue to grow our business and improve our offerings, we will face challenges related to providing high-quality services at scale, such as heightened risks of theft, loss, damage, destruction, or delay in the handling, transporting, and storing of packages, rude conduct and speeding violations of our drivers, and severe traffic accidents. Any failure to maintain high-quality services, or a market perception that we do not maintain high-quality services, could harm our reputation and adversely affect our ability to scale our business, our financial condition, and results of operations.

We experience significant seasonal fluctuations in our business.

Our business is highly dependent on consumer spending habits. We are susceptible to changes in consumer activity over the course of the calendar year. For example, consumer activity is impacted by sales during holiday seasons. Sales during holiday seasons generally lead to increased volume of online purchases and increased order volume in our services. Our estimated daily operations are 1,000 to 1,700 stops, with around 1,200 to 2,000 packages to be picked up and delivered per day on average. However, during peak seasons, we estimate to make approximately 2,000 stops on a daily basis. See “Business—Our Services.” We seek to address seasonality by making advance forecasts and allocating our resources accordingly. Our resource allocation measures may include temporary hiring of additional drivers and flexible routing strategies for delivery. Seasonality has caused and will likely continue to cause fluctuations in our financial results on a quarterly basis. In addition, other seasonal trends may develop and the existing seasonal trends that we experience may become more pronounced and contribute to greater fluctuations in our results of operations as we continue to scale and our growth slows. As such, we may not accurately forecast our results of operations and we may not be able to adjust or plan quickly enough if our revenue is less than expected, causing our results of operations to fail to meet our expectations or the expectations of investors.

If we fail to recruit or retain capable drivers or other qualified employees, we may be unable to maintain our service quality.

We depend on the skills and continued service of capable drivers and other qualified employees for the provision of pickup and delivery service. We regularly hire part-time and seasonal workers. Labor costs are a significant component of our cost structure as of the date of this prospectus. See our consolidated financial statements and related notes included elsewhere in this prospectus for further details. We must be able to attract, develop and retain skillful and qualified workforce. If we are unable to hire, properly train or retain qualified employees, we could experience decreased service quality, higher labor costs, reduced revenues, regulatory noncompliance, customer losses and diminution of our company culture. Our ability to control labor costs has in the past been, and is expected to continue to be, subject to numerous factors, including labor-related contractual obligations, turnover, training costs, regulatory changes, market pressures, inflation, unemployment levels and healthcare and other benefit costs. While we invest in regular training programs to improve our workforce and offer benefit programs, it may not fully eliminate the risk of employee turnover. Our inability to retain experienced and motivated employees may materially adversely affect us.

Changing fuel and energy prices, and interruptions in supplies of these commodities could materially adversely affect us.

Fuel and energy costs have a significant impact on our operations and account for a significant percentage of our cost structure as of the date of this prospectus. See our consolidated financial statements and related notes included elsewhere in this prospectus for further details. We require significant quantities of fuel for our delivery vehicles and are exposed to the risks associated with variations in the market price for petroleum products, including gasoline. We seek to mitigate our exposure to changing fuel prices through exploring the adoption of electric vehicles to reduce our dependency on fuel. There can be no assurance that this strategy will be effective. If we are unable to maintain or increase our fuel surcharges, higher fuel costs could materially adversely impact our operating results. Even if we are able to offset changes in fuel costs with surcharges, high fuel surcharges may result in an overall reduction in service volume, revenue and profitability. Moreover, we could experience a disruption in energy supplies as a result of weather-related events, natural disasters, political disruptions or wars involving oil-producing countries, economic sanctions imposed against oil-producing countries or specific industry participants, changes in governmental policy concerning fuel production, transportation, taxes, or marketing, changes in refining capacity, environmental concerns, cyberattacks, public and investor sentiment, or other factors beyond our control, which could have a material adverse effect on us.

Our business involves safety risks and the materialization of such risks will affect our business operations and financial results.

Our business centers around transportation and involves inherent safety risks, which may not be eliminated through implementing the current risk management policies and control measures, such as safety inspections on our vehicles and safety awareness training for our drivers. The provision of delivery service may present risks and dangers, such as mal-manipulation of the vehicles, vehicle or equipment failure and other issues arising from driving. The materialization of any of such risks may result in personal injury, business disruption or negative impact on our business.

Our industry is rapidly evolving. We expect to continue to face significant competition, which could materially adversely affect us.

Our industry continues to rapidly evolve, including demands for faster deliveries, increased visibility into shipments, and development of other services. We expect to continue to face significant competition. As of the date of this prospectus, we mainly operate and compete in the State of California. We face competition from companies of various operational scales, which include Amazon Logistics, Aramex, DHL, DoorDash, DPD, Grubhub, Postmates, UPS, USPS, and certain regional service providers. New technologies may also create additional sources of competition. Competitors have cost, operational and organizational structures that differ from ours and may offer services or pricing terms that we are not willing or able to offer. Competitors may improve their financial capacity and strengthen their competitive positions as a result of transportation market growth. Business combinations could also result in competitors providing a wider variety of services and products at competitive prices, which could also materially adversely affect us. If we do not appropriately respond to competitive pressures, including replacing any lost volume or maintaining our profitability, we could be materially adversely affected.

Systems failures and technological interruptions could adversely affect our business.

We implement information technology systems to facilitate the provision of our services and to process, transmit, and store information in relation to our operations. For example, we employ software, which provides GPS and route navigation functionality and is developed by third parties and licensed to us, to help optimize delivery routes, particularly during peak seasons. These information technology systems may be vulnerable to interruption due to a variety of events beyond control, including but not limited to, natural disasters, telecommunications failures, computer viruses, hacking and other security issues. Any material interruptions or failures in these information technology systems could cause disruptions in business operations and may require a significant investment to update, remediate or replace with alternate systems. The costs and potential problems associated with supporting, maintaining, remediating and upgrading the existing information technology systems, or with implementing new systems, may severely disrupt our business operations.

We may use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We may incorporate AI solutions into our offerings, services, and features, or in support of internal business operations, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, inappropriate, or biased, or if the use of AI results in, or is alleged to have resulted in, the infringement of the intellectual property of third parties, we may be subject to legal claims or liability and our business, financial condition, and results of operations may be adversely affected. The use of AI applications may result in data leakage or unauthorized exposure of data, including confidential business information, the personal data of end users, or other sensitive information. Such leakage or unauthorized exposure of data related to our use of AI applications could result in legal claims or liability or otherwise adversely affect our reputation and results of operations. AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, may require significant resources to develop, test, and maintain our offerings, services, and features to help us implement AI in a manner that complies with applicable laws and regulations and ethically in order to minimize unintended, harmful impact.

We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We launched operations on May 27, 2020. We have incurred operating losses in the past. We incurred $208,390 in net loss for the year ended November 30, 2023 (Predecessor), $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). During the three months ended February 28, 2025, we incurred $204,999 in net loss. We cannot guarantee that we will generate sufficient revenue to offset our operating costs. If we cannot successfully earn revenue at a rate that exceeds the operational costs associated with our service, we will not be able to achieve or sustain profitability or generate positive cash flow on a sustained basis.

Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter. These risks and challenges include our ability to:

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations could be adversely affected. Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future results of operations may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our business, financial condition, and results of operations could be adversely affected.

If we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our customers.

We expect our business to grow in terms of scale and diversity of operations. In addition, we plan to execute certain growth strategies to strengthen our competitive position, broaden market reach, and enhance operational efficiency. See “Business—Growth Strategies.” Such expansions will increase the complexity of our operations and may cause strain on our managerial, operational, and financial resources. We must continue to hire, train, and effectively manage new employees. The expansion of our services will also require us to maintain consistency in the quality of our services so that our market reputation is not damaged by any deviations in quality, whether actual or perceived.

Our future results of operations also depend largely on our ability to execute our future plans successfully. In particular, our continued growth may subject us to the following additional challenges and constraints:

All of these endeavors involve risks and will require significant management, financial, and human resources. We cannot assure you that we will be able to effectively manage our growth or to implement our strategies successfully. There is no assurance that the investment to be made by our Company as contemplated under our future plans will be successful and generate the expected return. If we are not able to manage our growth or execute our strategies effectively, or at all, our business, results of operations, and prospects may be materially and adversely affected.

Our inability to effectively integrate any acquired businesses and realize the anticipated benefits of any acquisitions, joint ventures, strategic alliances or dispositions could materially adversely affect us.

From time to time we may acquire businesses, form joint ventures and strategic alliances, and dispose of operations. See “Business.” Whether we realize the anticipated benefits from these transactions depends, in part, upon successful integration between the businesses involved, the performance of the underlying operations, capabilities or technologies and the management of the acquired operations. Accordingly, our financial results could be materially adversely affected by our failure to effectively integrate acquired operations, unanticipated performance or other issues or transaction-related charges.

Any acquisitions and investments that we make could require significant management attention, disrupt our business, result in dilution to our stockholders, and could adversely affect our business, operating results, and financial condition.

Our failure to close transactions with acquisition targets for which we may invest significant time and resources or other potential acquisition targets could have a material adverse effect on our financial condition and cash flows.  In addition, even if consummated, the anticipated benefits of any acquisition or investment may not be realized, and we may be exposed to unknown risks, any of which could adversely affect our business, results of operations and financial condition, including risks arising from:

To fund any future acquisitions, we may pay cash or issue additional shares of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock, which could dilute our stockholders or diminish our cash reserves. Borrowing to fund any acquisitions would result in increased fixed obligations and could also subject us to covenants or other restrictions that could limit our ability to effectively run our business.

If we are unable to secure sufficient financing when needed, our ability to execute our business plan as outlined in this prospectus will be impaired, which may negatively impact our business and prospects.

Sustaining our ongoing operations and propelling future growth requires a significant investment in capital assets, coupled with sufficient working capital. In particular, as a growing company, we expect to require additional capital to finance our operations, make strategic investments, or respond to market conditions. There can be no assurance that we will be able to obtain the necessary financing to support our growth plans on favorable terms or at all. Factors beyond our control, such as unfavorable market conditions, general economic downturns, or investor sentiment, may make it challenging for us to secure additional funding. In the event we are unable to obtain additional financing, we may have to significantly limit, or even terminate, our primary operations, or delay, reduce, or eliminate certain of our planned operations, resulting in a complete loss of investment for our stockholders. Our inability to obtain financing on acceptable terms when needed may have a material adverse effect on our business, results of operations, financial condition, and prospects.

Our business could be disrupted by catastrophic events.

Occurrence of any catastrophic event, including pandemics such as COVID-19, earthquake, fire, flood, tsunami, climate change, or other weather event, power loss, telecommunications failure, software or hardware malfunctions, cyberattacks, war or terrorist attacks, could result in lengthy interruptions in our services. In addition, acts of terrorism could cause disruptions to the internet, the electric grid or the economy as a whole. If the transportation routes or supply chains were to be negatively impacted as a result of a natural disaster or other catastrophic event, our ability to deliver our services to our customers would be impaired. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster and to execute successfully on those plans in the event of a disaster or emergency, our business could be harmed.

Our business and results of operations may be harmed by the misconduct of authorized employees that have access to important assets of our Company such as bank accounts and confidential information.

During the course of our business operations, some of our employees have access to certain valuable assets of our Company, such as bank accounts and confidential information. In the event of misconduct by such authorized employees, our Company could suffer significant losses. Employee misconduct may include misappropriating bank accounts, falsifying bank records, improper use or disclosure of confidential information to the public or our competitors, and failure to comply with our internal policies or with federal or state laws or regulations regarding the use and safeguarding of classified or other protected information, and any other applicable laws or regulations. Although we have implemented policies, procedures, and controls to regulate employee conduct, these precautions may not prevent all intentional or negligent misconduct, and as a result, we could face unknown risks or losses. Furthermore, such unethical, unprofessional, or even criminal behavior by employees could damage our reputation, result in fines, penalties, restitution, or other damages, and lead to the loss of current and future customers, all of which would adversely affect our business, financial condition, and results.

We may be the subject of detrimental conduct by third parties, which could have a negative impact on our reputation.

We may be the target of anti-competitive, harassing, or other detrimental conduct by third parties including our competitors. Such conduct may include complaints, anonymous or otherwise, to regulatory agencies regarding our operations, accounting, business relationships, business prospects, and business ethics. Additionally, anyone may post false allegations online against us on an anonymous basis. We may be subject to government or regulatory investigation as a result of such third-party conduct and may be required to expend significant time and incur substantial costs to address such third-party conduct, and there can be no assurance that each of the allegations will be refuted conclusively within a reasonable period of time, or at all. Our business may also be materially negatively affected as a result of such public dissemination of anonymous allegations or malicious statements.

If we fail to attract, recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be affected.

Our success depends, to a large extent, on the efforts of our key personnel, including our executive officers, senior management, and other key employees who have valuable experience, knowledge, and connections in our industry. See “Management.” There is no assurance that these key personnel will not voluntarily terminate their employment with us. We plan to purchase the directors’ and officers’ liability insurance by the completion of our initial public offering. The loss of any of our key personnel could be detrimental to our ongoing operations. Our success will also depend on our ability to attract and retain qualified personnel to manage our existing operations as well as our future growth. We may not be able to successfully attract, recruit, or retain key personnel, and this could adversely impact our financial condition, operating results, and business prospects.

Certain of the Company’s executive officers work with other companies and organizations and such other positions may create conflicts of interest in the future.

Some of the Company’s executive officers are subject to potential conflicts of interest due to their management, advisory or directorship positions with other companies or organizations. For example, Ms. Yidan Chen, our Chief Executive Officer, has agreed to devote approximately 40 hours per week to the Company’s business, but will devote as much time as necessary in excess of 40 hours. Ms. Yidan Chen also works part-time in a consulting or advisory capacity for SYC Properties LLC for approximately 2 to 3 hours per week. Further, Mr. Robert Cook, our Chief Financial Officer, also provides consulting services for RWC Consulting, LLC at various times but generally not exceeding an average of approximately 5 hours per week. While we believe that the Company will not encounter any issue as a result of such additional roles or responsibilities, the duties to such businesses or organizations may compete for such persons’ full attention to the Company’s business; accordingly, they may have conflicts of interest in allocating time between the separate business activities.

The external commitments and any future commitments of our officers to other companies may potentially divert time and attention away from the strategic and operational needs of our Company. Their divided focus could lead to delays in decision-making, hinder effective communication within our organization, give rise to potential conflicts of interest, and introduce a divergence in priorities, consequently impacting the overall efficacy of leadership. Additionally, the potential for conflicting interests arising from commitments to multiple entities may pose challenges in aligning those officers’ priorities with the long-term goals and interests of our Company, thereby introducing an element of uncertainty and potential disruption to our operations. We acknowledge and will address these complexities as needed to ensure that our officers effectively balance their responsibilities and fulfill their commitments to our Company while maintaining transparency and integrity in their various roles. Failure to do so may adversely affect our business, financial conditions, and results of operations.

We may not maintain adequate insurance, which could expose us to significant costs and business disruption.

We maintain certain insurance policies to safeguard against risks and unexpected events. See “Business—Insurance.” However, there can be no assurance that such insurance coverage will always be available or will always be sufficient to cover any damages resulting from any kind of claims. In addition, there are certain types of risks that may not be covered by our insurance policies, such as war, force majeure events, or certain business interruptions. Claims that are not covered by the policies or the failure to renew the insurance policies may materially adversely affect our business, financial condition, and results of operations.

Legal, regulatory, and compliance risks

We are exposed to potential regulatory and compliance risks.

Our operations are subject to various regulatory and safety requirements. For example, we are subject to complex and stringent transportation, environmental, security, labor, employment, safety, privacy, disclosure and data protection and other governmental laws, regulations and policies, at the federal, state and local levels. Non-compliance or changes in these regulations, including those affecting transportation, labor practices, or environmental standards, could result in legal liabilities, fines, or disruptions to our services.

Our business is subject to complex and evolving laws and regulations regarding data protection.

There has recently been heightened regulatory and enforcement focus relating to the collection, use, retention, transfer, and processing of personal data in the U.S. (at both the state and federal level), including the California Privacy Rights Act, and other similar laws that have been or will be enacted by other jurisdictions. In addition, in the U.S., there has been increased legislative and regulatory activity related to AI and the risks and challenges AI poses. An actual or alleged failure to comply with applicable U.S. data protection laws, regulations, or other data protection standards may expose us to litigation (including, in some instances, class action litigation), fines, sanctions, or other penalties, which could harm our reputation and adversely affect our business, results of operations, and financial condition. This regulatory environment is increasingly challenging, based on discretionary factors, and difficult to predict. Consequently, compliance with all applicable regulations at the federal, state and local levels may present material obligations and risks to our business, including significantly expanded compliance burdens, costs, and enforcement risks; require us to make extensive system or operational changes; or adversely affect the cost or attractiveness of the services we offer. All of these evolving compliance and operational requirements, as well as the uncertain interpretation and enforcement of laws, impose significant costs and regulatory risks that are likely to increase over time.

We may be affected by global climate change or by legal, regulatory, or market responses to such change.

Concern over climate change, including the effect of global warming, has led to significant U.S. legislative and regulatory efforts to limit greenhouse gas (“GHG”) emissions, including our vehicle engine emissions. Increasingly, state and local governments are also considering environmental-related regulatory and reporting requirements. Compliance with such regulation and the associated potential cost is complicated by the fact that various regions are following different approaches to the regulation and reporting of climate change and other environmental matters. Increased regulation and reporting obligations regarding GHG emissions, especially vehicle engine emissions, could impose substantial taxes, fees, and other costs on us. These include an increase in the cost of the fuel and other energy we may purchase, investments required to obtain electricity capacity, and capital and impairment costs associated with updating or replacing our vehicles or infrastructure prematurely. Until the timing, scope, and extent of such possible regulation becomes known, we cannot predict its effect on our cost structure or our operating results. It is reasonably possible, however, that it could materially increase our operating expenses and have an adverse direct or indirect effect on our business, if instituted.

We may also incur additional expenses as a result of U.S. regulators requiring additional disclosures regarding GHG emissions and other environmental matters. Moreover, even without such regulation, increased awareness and any adverse publicity in the marketplace about the GHGs emitted by companies in the transportation industries could harm our reputation, reduce customer demand for our services, and increase our liability.

We maintain significant physical operations. Increases in operational security requirements impose substantial costs on us and we could be the target of an attack or have a security breach, which could materially adversely affect us.

As a result of concerns about global terrorism and homeland security, various levels of the U.S. governments have adopted and may adopt additional heightened security requirements, resulting in significantly increased operating costs. Regulatory and legislative requirements may change periodically in response to evolving threats. We cannot determine the effect that any new requirements will have on our operations, cost structure or operating results, and new rules or other future security requirements may significantly increase our operating costs and reduce operating efficiencies. Regardless of our compliance with security requirements or our own security measures, we could also be the target of an attack or security breaches could occur, which could materially adversely affect one or more of our operations, or our business.

Non-compliance with laws and regulations on the part of any third parties with which we conduct business could expose us to legal expenses, compensation to third parties, penalties, and disruptions of our business, which may adversely affect our results of operations and financial performance.

Customers or other third parties with which we conduct business may be subject to regulatory penalties or punishments because of their regulatory compliance failures or infringement upon other parties’ legal rights, which may, directly or indirectly, disrupt our business. We cannot be certain whether such third parties have violated any regulatory requirements or infringed or will infringe any other parties’ legal rights, which could expose us to legal expenses or compensation to third parties, or both.

We, therefore, cannot rule out the possibility of incurring liabilities or suffering losses due to any non-compliance by third parties. There is no assurance that we will be able to identify irregularities or non-compliance in the business practices of third parties with which we conduct business, or that such irregularities or non-compliance will be corrected in a prompt and proper manner. Any legal liabilities and regulatory actions affecting third parties involved in our business may affect our business activities and reputation, and may in turn affect our business, results of operations, and financial performance.

Moreover, regulatory penalties or punishments against our business stakeholders such as third-party service providers, whether or not resulting in any legal or regulatory implications upon us, may nonetheless cause business interruptions or even suspension of these business stakeholders, which could in turn disrupt our usual course of business and result in material negative impact on our business operations, results of operation and financial condition.

We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition.

From time to time, we may be involved in various claims, controversies, lawsuits, legal proceedings, or regulatory inquiries that arise in the ordinary course of business involving labor and employment, wage and hour, and other matters. See “Business—Legal Proceedings.” We expect that the number and significance of these potential disputes or claims may increase as our business expands and our Company grows larger. Contractual provisions and insurance coverage may not cover potential claims and may not be adequate to indemnify us for all liabilities we may face. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources. Litigation is inherently unpredictable, and the results of any claims may have a material adverse effect on our business, financial condition, results of operations, and prospects. In addition, negative publicity regarding claims or judgments made against our Company may damage our reputation and may result in a material adverse impact on us.

We are subject to various U.S. anti-corruption laws, and any failure to comply with such laws, and any laws to which we may become subject, whether in existence now or hereafter, could harm our business, financial condition, and results of operations.

We are subject to various U.S. anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies and their employees and intermediaries, from directly or indirectly authorizing, offering, or providing improper payments or benefits to government officials and other recipients for improper purposes. The FCPA also requires public companies to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls. We anticipate that our exposure for violating these laws will increase as we continue to expand our presence, and any failure to comply with such laws could harm our business, financial condition, and results of operations.

Provisions in our Bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and to have consented to this provision.

Under the Securities Act, federal and state courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act. We believe the forum selection provision in our Bylaws may benefit us by providing increased consistency in the application of federal securities laws by judges, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, this provision may have the effect of discouraging lawsuits against us and/or our directors, officers and employees as it may limit any stockholder’s ability to bring a claim in a judicial forum that such stockholder finds favorable for disputes with us or our directors, officers or employees. The enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a future court could find the choice of forum provision contained in our Bylaws to be inapplicable or unenforceable in such action. If a court were to find the choice of forum provision contained in our Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition or results of operations. Furthermore, investors cannot waive compliance with the federal securities laws and rules and regulations promulgated thereunder.

Trading Risks

There has been no public market for our Class A common stock prior to this offering, and you may not be able to resell our Class A common stock at or above the price you pay for them, or at all.

Prior to this offering, there has not been a public market for our Class A common stock. We have applied for the listing of our Class A common stock on The Nasdaq Capital Market. An active public market for our Class A common stock, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our Class A common stock will be materially and adversely affected.

The market price of our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares of Class A common stock at or above the initial public offering price.

The initial public offering price for our Class A common stock will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A common stock following our initial public offering. If you purchase our Class A common stock in our initial public offering, you may not be able to resell at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A common stock, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our Class A common stock that have occurred from time to time prior to our initial public offering. The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

The price of our Class A common stock could be subject to rapid and substantial volatility.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our Class A common stock may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A common stock.

In addition, if the trading volumes of our Class A common stock are low, persons buying or selling in relatively small quantities may easily influence the price of our Class A common stock. This low volume of trades could also cause the price of our Class A common stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A common stock. As a result of this volatility, investors may experience losses on their investment in our Class A common stock. A decline in the market price of our Class A common stock also could adversely affect our ability to issue additional shares of Class A common stock or other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A common stock will develop or be sustained. If an active market does not develop, holders of our Class A common stock may be unable to readily sell the shares of Class A common stock they hold or may not be able to sell at all.

You will experience immediate and substantial dilution in the net tangible book value of Class A common stock purchased in this offering.

The initial public offering price of our Class A common stock is substantially higher than the (pro forma) net tangible book value per share of our Class A common stock. Consequently, when you purchase shares of our Class A common stock in the offering, upon completion of the offering, you will incur immediate dilution of $2.89 per share, assuming an initial public offering price of $4.00. See “Dilution.” Our authorized capital stock consists of (i) 1,000,000,000 shares of common stock, par value $0.000001 per share, of which 12,916,672 shares of common stock are issued and outstanding prior to the completion of this offering, including 8,750,005 shares of Class A common stock and 4,166,667 shares of Class B common stock, and (ii) 5,000,000 shares of preferred stock, par value $0.000001 per share, none of which are issued and outstanding. See “Description of Share Capital.” Our management will have broad discretion to issue shares of our common stock, preferred stock, warrants, options, and other securities in a range of transactions, including capital-raising transactions, mergers, acquisitions and other transactions, without obtaining stockholder approval, unless stockholder approval is required under our articles of incorporation, Bylaws, or the applicable laws and regulations. If a substantial number of the Company’s shares of Class A common stock are issued in such transactions, you may experience further dilution to your ownership position.

Our Certificate of Incorporation and Bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock and could deprive our investors of the opportunity to receive a premium for their shares.

Our Certificate of Incorporation authorizes our board of directors to issue preferred stock without stockholder approval in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our Certificate of Incorporation and Bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders. These provisions include:

Anti-takeover provisions in our articles of incorporation and Bylaws and under Delaware law could prevent or delay an acquisition of us, which may be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

If we fail to implement and maintain an effective system of internal controls, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A common stock may be materially and adversely affected.

Prior to this offering, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our management has not completed an assessment of the effectiveness of our internal controls over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In the course of auditing our consolidated financial statements for the years ended November 30, 2024, we identified a material weakness in our internal control over financial reporting and other control deficiencies as of November 30, 2024. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified to date relate to the Company’s lack of an internal review function to monitor the control execution, which may lead to material audit adjustments to the financial statements.

Following the identification of this material weakness, we plan to take remedial measures including (i) setting up additional financial procedures and entity-level controls as well as engaging an external consulting firm as necessary to assist us with the assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control; and (ii) appointing independent directors and strengthening corporate governance.

Specifically, we have assembled a core finance team consisting of a chief financial officer and a financial controller, both of whom possess deep expertise in U.S. GAAP and rich experience in accounting for U.S. public companies. In parallel, the Company’s finance team is also in the process of developing and implementing financial procedures and entity-level controls designed to achieve and maintain effective internal control over financial reporting. These efforts include the design and execution of robust financial closing policies and procedures, as well as the institution of an effective internal review process. To further strengthen our financial reporting function and control framework, the Company plans to implement additional remedial measures as necessary, including (i) providing U.S. GAAP accounting and financial reporting training for its accounting and financial reporting personnel; (ii) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience, and (iii) engaging an external consulting firm to assist our assessment of Sarbanes-Oxley compliance requirements and improvement of our overall internal control.

In addition, Mr. Francis A. Braun III, one of our three independent director appointees, is a recently retired partner from a major independent accounting firm with significant experience in finance, accounting, and corporate governance. Another independent director appointee, Mr. Ninoslav Vasic also has multiple years of experience in financial planning and analysis, business process management, and financial management. Our board of directors has also determined that both Mr. Francis A. Braun III and Mr. Ninoslav Vasic qualifies as audit committee financial experts within the meaning of the SEC rules or possess financial sophistication within the meaning of the Nasdaq listing rules.

However, the implementation of these measures may not fully address the material weakness in our internal control over financial reporting. Our failure to correct the material weakness or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations, and prospects, as well as the trading price of our Class A common stock, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Upon completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 10-K beginning with our annual report for the fiscal year ending November 30, 2025. However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer a smaller reporting company. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified, if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

We will incur substantial increased costs as a result of being a public company.

Upon consummation of this offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. These additional costs could negatively affect our financial results. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies.

Compliance with these laws, rules, and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier. These laws, regulations, and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.

We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior May 31, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

We may not be able to maintain the listing of our Class A common stock on The Nasdaq Capital Market.

Even if our shares of Class A common stock are approved for listing on The Nasdaq Capital Market, there can be no assurance that we will be able to maintain the listing standards of that exchange, which includes requirements that we maintain our stockholders’ equity, total value of shares of Class A common stock held by unaffiliated stockholders, and market capitalization above certain specified levels. If we fail to conform to the Nasdaq listing requirements on an ongoing basis, our Class A common stock might cease to trade on The Nasdaq Capital Market, and may move to the OTCQB or OTC Pink Markets operated by OTC Markets Group, Inc. These quotation services are generally considered to be markets that are less efficient and that provide less liquidity in the shares of Class A common stock than The Nasdaq Capital Market.

Substantial future sales of our Class A common stock or the anticipation of future sales of our Class A common stock in the public market could cause the price of our Class A common stock to decline.

Sales of substantial amounts of our Class A common stock in the public market after this offering, or the perception that these sales could occur, could cause the market price of our Class A common stock to decline. An aggregate of 8,750,005 shares of Class A common stock and 4,166,667 shares of Class B common stock are outstanding before the consummation of this offering. An aggregate of 12,750,005 shares of Class A common stock and 4,166,667 shares of Class B common stock will be outstanding immediately after the consummation of this offering, assuming no exercise of the over-allotment option, and 13,350,005 shares of Class A common stock and 4,166,667 shares of Class B common stock will be outstanding immediately after the consummation of this offering, assuming the full exercise of the over-allotment option. Sales of these shares of Class A common stock into the market could cause the market price of our Class A common stock to decline.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A common stock, the price of our Class A common stock and trading volume could decline.

Any trading market for our Class A common stock may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A common stock would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A common stock and the trading volume to decline.

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our Class A common stock.

We anticipate that we will use approximately 60% of the net proceeds raised from this offering for equity acquisitions, asset acquisitions, and other investments in businesses, approximately 30% for upgrading our fleet, which includes transitioning to electric vehicles and integrating advanced technology, approximately 5% as working capital, and approximately 5% for maintaining and upgrading our interactive app platform. See “Use of Proceeds.” Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our Class A common stock.

The dual-class structure of our common stock has the effect of concentrating voting control with those stockholders who hold our Class B common stock. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments to our organizational documents, and a change in control, merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval.

Our Class B common stock has fifteen votes per share, and our Class A common stock, which we are selling pursuant to the registration statement of which this prospectus forms a part, has one vote per share. Following the issuance of our Class A common stock as a result of this offering, our chairman of the Board of Directors, Mr. Huan Liu, and our Chief Executive Officer and Director, Ms. Yidan Chen will collectively hold all of the issued and outstanding shares of our Class B common stock. Accordingly, upon the closing of this offering, assuming no exercise of the underwriters’ over-allotment option, Mr. Huan Liu and Ms. Yidan Chen will hold approximately 49.83% and 33.22% of the voting power of our outstanding capital stock respectively, and together they will hold approximately 83.05% of the voting power of our outstanding capital stock. Therefore, Mr. Huan Liu and Ms. Yidan Chen, individually or together, will be able to exert significant influence on matters requiring stockholder approval. This includes the election of directors, amendments to our organizational documents, and approval of major corporate transactions such as a change in control, merger, consolidation, or the sale of assets. They may, individually or together, have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing, or deterring a change in control of our Company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our Company and might ultimately affect the market price of our Class A common stock.

Our Bylaws provide that the affirmative vote of a majority of the voting power of shares present in person or represented by proxy at a stockholders’ meeting and entitled to vote on a matter generally shall be the act of the stockholders, except under certain specified circumstances and except as otherwise provided by applicable law, the rules and regulations of any stock exchange applicable to the Company or our Certificate of Incorporation. Future transfers by the holders of Class B common stock will generally result in those shares converting into shares of Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. As long as Mr. Huan Liu and Ms. Yidan Chen, individually or collectively, hold more than 50% of the voting power of the company, they will continue to control the outcome of matters submitted to stockholders for approval. For information about our dual-class structure of our common stock, see the section titled “Description of Share Capital.”

We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our Class A common stock less attractive to investors.

We are an “emerging growth company” and a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” and “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards.

We will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Class A common stock pursuant to an effective registration statement under the Securities Act, although we will lose that status sooner if our revenue exceeds $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our Class A common stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, or (ii) our annual revenue is equal to or less than $100 million during the most recently completed fiscal year and the market value of our Class A common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.

Our pre-IPO stockholders will be able to sell their shares of Class A common stock upon completion of this offering subject to restrictions under Rule 144 under the Securities Act and the lock-up agreements.

All of our directors and officers and our stockholders owning 5% or more of our shares of Class A common stock have agreed with the underwriters not to sell, transfer, or dispose of, directly or indirectly, any of our Class A common stock or securities convertible into or exercisable or exchangeable for our Class A common stock for a period of 180 days from the effective date of this registration statement. See “Underwriting—Lock-up Agreements.” Our pre-IPO stockholders may be able to sell their shares of Class A common stock under Rule 144 after the completion of this offering and following the expiration of that lock-up period, if applicable. See “Shares Eligible for Future Sale.” Because these stockholders have paid a lower price per share of our Class A common stock than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144 and following the expiration of the lock-up period, if applicable, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of the Class A common stock following the completion of the offering, to the detriment of participants in this offering. Under Rule 144, before our pre-IPO stockholders can sell their shares of Class A common stock, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Class A common stock to be sold pursuant to Rule 144 during the pendency of this offering.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results, and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We describe certain material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied, or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

USE OF PROCEEDS

Based upon an assumed initial public offering price of $4.00 per share of our Class A common stock, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and commissions, and the estimated offering expenses payable by us, of approximately $14,060,923 if the underwriters do not exercise their over-allotment option, and $16,292,923 if the underwriters exercise their over-allotment option in full.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we may invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

A $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share would increase (decrease) the amount of proceeds to us from this offering available by approximately $3.7 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. An increase (decrease) of 1,000,000 shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price per share, would increase (decrease) the amount of proceeds to us from this offering available by approximately $3.7 million.

DIVIDEND POLICY

As of the date of this prospectus, we have not paid any cash dividends on our common stock, and our board of directors intends to continue a policy of retaining earnings, if any, for use in our operations, though we may change this policy in the future. We are organized under the Delaware General Corporation Law, which prohibits the payment of a dividend if the corporation’s capital is less than the capital represented by all outstanding share having a preference upon the distribution of assets. Any determination by our board of directors to pay dividends in the future to stockholders will be dependent upon our operational results, financial condition, capital requirements, business projections, general business conditions, statutory and regulatory restrictions, and any other factors deemed appropriate by our board of directors.

CAPITALIZATION

The following table sets forth our capitalization as of February 28, 2025:

The information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering as determined at pricing. You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

A $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share would increase (decrease) the amount of proceeds to us from this offering available by approximately $3.7 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. An increase (decrease) of 1,000,000 shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price per share, would increase (decrease) the amount of proceeds to us from this offering available by approximately $3.7 million.

DILUTION

If you invest in our Class A common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock in this offering and the net tangible book value per share of Class A common stock upon completion of this offering. Dilution results from the fact that the initial public offering price per share is substantially in excess of the net tangible book value per share attributable to the existing stockholders for our presently outstanding shares of Class A common stock.

Holders of Class A common stock and Class B common stock have the same rights except for voting and conversion rights. In respect of matters requiring a stockholder vote, each holder of Class A common stock will be entitled to one vote per share of Class A common stock and each holder of Class B common stock will be entitled to fifteen votes per share of Class B common stock. Shares of Class B common stock are convertible into shares of Class A common stock at any time after issuance at the option of the holder on a one-to-one basis. Shares of Class A common stock are not convertible into shares of any other class. Shares of Class B common stock are not being converted as part of this offering.

Our net tangible book value as of February 28, 2025 was $53,135, or $0.01 per share of Class A common stock or Class B common stock. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per share of Class A common stock (as adjusted for the offering) from the initial public offering price per share and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us. Because the shares of Class A common stock and Class B common stock have the same dividend and other rights, except for voting and conversion rights, the dilution is presented based on all issued and outstanding shares of common stock, including Class A and Class B common stock.

After giving effect to our sale of 4,000,000 shares of Class A common stock offered in this offering based on the initial public offering price of $4.00 per share, after deduction of the estimated underwriting discounts and commissions and the estimated offering expenses payable by us, our as-adjusted net tangible book value as of February 28, 2025, would have been $14,114,058, or $1.11 per outstanding share of Class A common stock. This represents an immediate increase in net tangible book value of $1.10 per share of Class A common stock to the existing stockholders, and an immediate dilution in net tangible book value of $2.89 per share to investors purchasing the Class A common stock in this offering. The as-adjusted information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering.

The following table illustrates such dilution:

A $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share would increase (decrease) the amount of proceeds to us from this offering available by approximately $3.7 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. An increase (decrease) of 1,000,000 shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price per share, would increase (decrease) the amount of proceeds to us from this offering available by approximately $3.7 million. If the Representative exercises its over-allotment option, in full, the as adjusted net tangible book value after this offering would be $1.22 per share, the increase in pro forma net tangible book value per share would be $16,346,058 and the dilution per share to new investors would be $2.78 per share, in each case assuming an initial public offering price of $4.00 per share.

The following tables summarize, on an as-adjusted basis described above, as of February 28, 2025, the differences between existing stockholders and the new investors with respect to the number of shares of our Class A common stock purchased from us, the total consideration paid and the average price per share before deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us.

The as-adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A common stock and other terms of this offering determined at the pricing.

The table above assumes no exercise of the underwriters’ option to purchase additional shares in this offering and no sale of any pre-funded warrants. If the underwriters exercise their option to purchase additional shares of our Class A common stock in full, the number of shares of our Class A common stock held by existing stockholders would be reduced to 65.54% of the total number of shares of our Class A common stock outstanding after this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “ Disclosure Regarding Forward-Looking Statements”for a discussion of the uncertainties, risks and assumptions associated with these statements. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and “Disclosure Regarding Forward-Looking Statements” elsewhere in this prospectus. Information presented for the three months ended February 28, 2025 is derived from our Successor’s unaudited consolidated financial statements included elsewhere in this prospectus. Information presented for the three months ended February 29, 2024 is derived from the Predecessor’s unaudited consolidated financial statements included elsewhere in this prospectus. Information presented for the period from October 26, 2024 to November 30, 2024 is derived from our Successor’s audited consolidated financial statements included elsewhere in this prospectus. Information presented for the period from December 1, 2023 to October 25, 2024 and for the year ended November 30, 2023 is derived from the Predecessor’s audited consolidated financial statements included elsewhere in this prospectus. We assume no obligation to update any of these forward-looking statements.

Overview

We are a holding company incorporated in Delaware. Through our wholly owned subsidiary, JAR, a California-based operating entity, we specialize in last-mile delivery services within California. Our core business focuses on retrieving packages from distribution hubs and ensuring their prompt and secure delivery to recipients’ doorsteps. Committed to innovation and efficiency, our mission is to optimize last-mile logistics by providing efficient, reliable, and innovative delivery solutions.

As of the date of this prospectus, we employ approximately 26 full-time and 3 part-time staff, including approximately 21 drivers. Our fleet consists of approximately 20 trucks and trailers. We provide exclusive pickup and delivery services within our designated service area, covering approximately 1,665.28 square miles. We utilize GroundCloud, a leading logistics software, during our course of business, for route optimization, driver management, and compliance monitoring. Additionally, we are actively expanding our investment in advanced technologies to enhance our scalability, automate our operations, and drive our data-driven decision-making. On an average day, we complete between 1,000 to 1,700 stops, facilitating the pickup and delivery of approximately 1,200 to 2,000 packages. During peak seasons, our daily stops rise to an estimated 2,000, allowing us to meet heightened demand with efficiency and reliability.

Currently, we pick up packages from the distribution hubs of  FedEx and deliver them to recipients within designated service areas. While FedEx has been our only customer under an Independent Service Provider (“ISP”) agreement, we are actively exploring opportunities to expand our customer base, diversify our revenue streams and strengthen our market presence.

The holding company, prior to the acquisition of JAR on October 25, 2024 (the “Acquisition Date”), did not have any active business operations.

Key Factors Affecting Our Results of Operations

Our results of operations are influenced by several interrelated factors that reflect the dynamic nature of our business environment. The following are the key factors that impact our performance:

Results of Operations

Comparison of Results of Operations for the Three Months ended February 28, 2025 and February 29, 2024:

Revenue

For the three months ended February 28, 2025 (Successor), we generated total revenue of $692,143, representing an increase of $57,923, or 9.1%, compared with $634,220 for the three months ended February 29, 2024 (Predecessor). The increase was primarily attributable to higher volume-based activity revenue, particularly from e-commerce deliveries, which offset the decline in fixed weekly service fees. This growth also reflects our ongoing improvements in operational execution, including optimized route allocation and enhanced workforce scheduling under the FedEx ISP framework.

The table below sets forth a breakdown of revenue components for the periods indicated:

Our revenue is structured into two main categories: (i) fixed revenue, which includes weekly service charges, branding-related reimbursements, and peak season surcharges, and (ii) activity-based revenue, which includes charges based on the number of stops, packages delivered, e-commerce orders, fuel surcharges, and other variable components.

Activity-based revenue accounted for $538,851, or 77.9% of total revenue in the three months ended February 28, 2025, up from $462,525, or 73.0% of total revenue in the same period of the prior year. This growth reflects our continued emphasis on operational throughput under the FedEx ISP structure, especially during periods of heightened delivery demand. In contrast, fixed revenue, including weekly service charges and branding-related revenue, declined by 11.0%, primarily due to reduced baseline compensation under our updated service contract.

Among all revenue categories, e-commerce deliveries and weekly service charges remained the two largest contributors to our total revenue for both the three months ended February 28, 2025 (Successor) and the three months ended February 29, 2024 (Predecessor).

Cost of Revenue

The table below summarizes the total cost of revenue and its components for the periods presented:

For the three months ended February 28, 2025 (Successor), our cost of revenue was $724,550, or 104.7% of total revenue, compared with $602,323, or 95.0%, for the three months ended February 29, 2024 (Predecessor), representing an increase of $122,227, or 20.3%. This increase was mainly driven by higher labor costs, more maintenance work, and new amortization expenses related to intangible assets recognized after our acquisition.

The cost of revenue consists of labor, fuel, depreciation and amortization, service and maintenance related expenses. Each component of our cost of revenue impacted the overall cost structure during the three months ended February 28, 2025 (Successor) and the three months ended February 29, 2024 (Predecessor), as discussed below:

Gross Profit (Loss)

For the three months ended February 28, 2025 (Successor), we recorded a gross loss of $32,407, or 4.7% of total revenue, compared with a gross profit of $31,897, or 5.0%, for the three months ended February 29, 2024 (Predecessor). The decrease of $64,304 was primarily driven by an increase in operating costs across multiple categories, including labor, maintenance, and service-related expenses, which exceeded revenue growth during the period.

The negative gross margin in the current period reflected cost pressures associated with post-acquisition workforce alignment, preventive fleet maintenance, and technology-related operational support. These costs were incurred to support delivery reliability, safety compliance, and integration consistency under our ISP agreement with FedEx Ground. We continue to monitor cost drivers closely and remain focused on improving route efficiency and optimizing both fixed and variable components of our cost structure.

General and Administrative Expenses

The following table sets forth the breakdown of our general and administrative expenses for the periods presented.

For the three months ended February 28, 2025 (Successor), general and administrative expenses were $283,619, compared with $35,016 for the three months ended February 29, 2024 (Predecessor), representing an increase of $248,603, or over 710%. The current period included $205,570 in legal and accounting fees, primarily related to audit services, financial reporting, and regulatory compliance. We also recorded $70,703 in payroll expenses associated with personnel supporting corporate governance, internal controls, and administrative operations. Other categories, such as systems support and general office expenses, remained stable relative to the current operational scope.

Other Income (net)

Interest expenses, net

Interest expense was nil for the three months ended February 28, 2025 (Successor), compared with $16,031 for the three months ended February 29, 2024 (Predecessor). The decrease was primarily attributable to the fact that no interest-bearing borrowings were assumed as part of the JAR Transportation acquisition.

Other income for the three months ended February 28, 2025 was $4,729 in net commission income from the stock purchase agreements with two independent last-mile delivery service providers. For additional details, please refer to Note 12 — Subsequent Events in the footnotes to our unaudited condensed consolidated financial statements.

Income Tax Provision

Our income tax benefit was $106,298, for the three months ended February 28, 2025 (Successor) and income tax provision was $506 for the three months ended February 29, 2024 (Predecessor), representing an increase of $106,804, or 21,107.5%. This increase was mainly driven by a larger operating loss incurred during the three months ended February 28, 2025 (Successor).

Net Loss

For the three months ended February 28, 2025 (Successor), we reported a net loss of $204,999, compared with a net loss for the three months ended February 29, 2024 (Predecessor) of $19,283. The decrease in net loss was primarily due to higher operating costs associated with the post-acquisition integration of JAR Transportation, including professional fees, payroll expenses, and increased maintenance costs. These costs were incurred as part of our efforts to align operations and comply with operational standards post-acquisition.  

Comparsion for the Period From October 26, 2024 to November 30, 2024 (Successor), for the Period From December 1, 2023 to October 25, 2024( Predecessor), and for the Year Ended November 30, 2023 (Predecessor):

The following table sets forth a summary of our consolidated statements of operations for the periods presented:

For the year ended November 30, 2024, we reported total revenue of $2,443,942 on a combined basis and a net loss of $378,438. The results include both the Predecessor period (December 1, 2023 to October 25, 2024) and the Successor period (October 26, 2024 to November 30, 2024), following the Company’s acquisition of JAR Transportation Inc. Management’s discussion focuses primarily on the Successor period, during which we had operational control and oversight.

Revenue

During the Successor period, from October 26 to November 30, 2024, we generated revenue of $251,049, accounting for 10.3% of total combined revenue for fiscal year 2024. The remaining $2,192,893 was earned in the period from December 1, 2023 to October 25, 2024 (Predecessor period). Compared with total revenue of $2,426,026 for the year ended November 30, 2023 (Predecessor period), revenue increased by $17,916, or 0.7%.

Revenue composition was as follows:

Our revenue is structured into two main categories: (i) fixed revenue, which includes weekly service charges, branding-related reimbursements, and peak season surcharges, and (ii) activity-based revenue, which includes charges based on the number of stops, packages delivered, e-commerce orders, fuel surcharges, and other variable components.

For the year ended November 30, 2024, the combined fixed revenue totaled $698,779, accounting for approximately 28.6% of total combined revenue, compared with 30.1% in year ended November 30, 2023. In contrast, activity-based revenue increased to $1,716,865, or 70.2% of total revenue, up from 68.9% in the prior year. This shift reflects a continued trend toward volume-driven revenue under the FedEx ISP framework, especially during peak e-commerce delivery periods.

Among all revenue categories, e-commerce deliveries and weekly service charges were the two largest contributors to total revenue during the years ended November 30, 2024 and 2023.

In support of these revenue trends, our daily operations typically involve handling a high volume of delivery stops and packages. Based on management estimates, average volumes during regular and peak periods are currently as follows:

While the Company’s combined revenue for the year ended November 30, 2024 remained relatively consistent with the prior year, management believes that certain operational factors contributed meaningfully to revenue performance during the Successor period. These included:

These dynamics supported topline performance despite the limited duration of Successor operations and reflect our ability to maintain continuity in service while integrating acquired operations.

Cost of Revenue

The table below summarizes the total cost of revenue for the periods presented:

The cost of revenue consists of labor costs, fuel expenses, depreciation and amortization, service costs and maintenance related costs. Our cost of revenue was $302,139 for the period from October 26, 2024 to November 30, 2024 (Successor) and $2,125,906 for the period from December 1, 2023 to October 25, 2024 (Predecessor), representing a total amount of $2,428,045 for the year ended November 30, 2024, compared with $2,254,769 for the year ended November 30, 2023, an increase of $173,276, or 7.7%. The percentage increase in cost of revenue was higher than in revenue during the same period, primarily due to additional costs incurred during the transition period following the acquisition. These transition-related costs were driven by: (i) driver training programs to ensure compliance with FedEx safety standards, (ii) route optimization efforts that required temporary increases in staffing and fuel expenditures; and (iii) fleet maintenance and upgrades to enhance delivery efficiency, as discussed in “—Gross Profit” below.