UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2025

Fly-E Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42122		92-0981080
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

136-40 39th Avenue, Suite 202

Flushing, New York

11354

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (929) 410-2770

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, $0.01 par value per share		FLYE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 3.03‎ Material Modifications to Rights of Security Holders.

On October 13, 2025, the shareholders of Fly-E Group, Inc. (the “Company”) approved at its special meeting of shareholders an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock by a ratio in a range of 1-for-2 to 1-for-20, with such ratio to be determined in the discretion of the board of directors of the Company (the “Board”) and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the special meeting. On October 24, 2025, the Board fixed the reverse stock split ratio at 20-to-1.

On October 27, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware (the “Certificate of Amendment”), which effects the Reverse Stock Split at a ratio of 20-to-1, and such Certificate of Amendment will become effective as of 9:00 a.m. ET on November 4, 2025 (the “Effective Time”).

As a result of the Reverse Stock Split, every twenty shares of Common Stock will be combined into one share of Common Stock and the total number of issued and outstanding ordinary shares will be reduced from 32,647,030 shares to 1,632,352 shares. Shareholders who otherwise would be entitled to receive fractional shares because they held a number of shares not evenly divisible by the ratio of the Reverse Stock Split will automatically be entitled to receive the number of shares rounded up to the nearest whole number.

Trading of the Company’s common stock on The Nasdaq Capital Market on a split-adjusted basis is expected to begin on November 4, 2025. The Company’s new Common Stock will continue to be traded under the symbol FLYE. A new CUSIP number has been issued for the Company’s new common stock (343927307) to replace the old CUSIP number (343927208). The Company’s shareholders should not send their share certificates to the Company. Shareholders will be notified by the Company’s transfer agent, VStock Transfer LLC, regarding the process for exchanging existing share certificates representing pre-split shares.

The above description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1.‎

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

The description of the Certificate of Amendment and the Reverse Stock Split set forth in Item 3.03 of this Current Report is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Fly-E Group, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Fly-E Group, Inc.

Date: October 31, 2025	/s/ Zhou Ou
	Zhou Ou Chief Executive Officer

Fly-E Group, Inc. 8-K