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): ~~November~~December 2522, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing.

OnAs previously disclosed, on November 25, 2025, Fly-E Group, Inc. (the “Company”) received a written notice ~~(the “Notice”)~~ from the listing qualifications staff ~~(the “Staff”)~~ of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it ~~currently~~did ~~does~~ not satisfy Nasdaq Listing Rule 5250(c)(1) (the “Rule”), as a result of not having timely filed with the U.S. Securities and Exchange Commission ~~(the “Commission”)~~ its Form 10-Q for the period ended September 30, 2025 (the “Form 10-Q”).

The Company filed the ~~Notice~~Form is10-Q aon ~~notification~~December of18, ~~deficiency~~2025, ~~not~~and ofreceived ~~imminent~~a ~~delisting,~~letter ~~and~~from ~~has~~Nasdaq noinforming ~~immediate~~the ~~effect~~Company onthat it has regained compliance with the ~~listing~~Rule as ora ~~trading~~result of the Company’s filing of its Form 10-Q (the “Letter”). As the Company has regained compliance, ~~securities~~the onreceipt of the ~~Nasdaq~~Letter ~~Capital~~confirmed ~~Market~~that the matter was now closed.

~~The Company has 60 calendar days from the date of the Notice, or until January 26, 2026, to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(~~1). If the Company submits a plan to Nasdaq and Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the due date of the filing of the Form 10-Q, or until May 20, 2026, to regain compliance. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

The Company’s objective is to regain compliance with the listing requirement, and the Company currently intends to file the Form 10-Q with the Commission as soon as it completes the preparation and review of its financial statements for the period ended September 30, 2025.SIGNATURE

~~On December~~Pursuant 5,to ~~2025,~~ the ~~Company~~requirements ~~issued~~of athe ~~press~~Securities and ~~release~~Exchange ~~announcing~~Act ~~its receipt~~ of 1934, the ~~Notice~~registrant ~~from~~has ~~Nasdaq.~~duly Acaused ~~copy~~this ofreport ~~the~~to ~~press~~be ~~release~~signed ~~is attached~~on ~~hereto~~its asbehalf ~~Exhibit~~by ~~99.1~~the ~~and~~undersigned ishereunto ~~incorporated~~duly ~~by reference herein~~authorized.

Forward-Looking Statements

	Fly-E Group, Inc.

Date: December 29, 2025	By:	/s/ Zhou Ou
	Name:	Zhou Ou
	Title:	Chief Executive Officer

This Form 8-K contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Form 8-K are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For example, there can be no assurance that the Company will meet Nasdaq compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to the risks and uncertainties set forth under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on July 15, 2025, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which was filed with the SEC on August 19, 2025, as such factors may be updated from time to time in the Company’s filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made and the Company does not undertake any duty to update these forward-looking statements, except as otherwise required by law.2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
99.1		Press Release, dated December 5, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and 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: December 5, 2025	By:	/s/ Zhou Ou
	Name:	Zhou Ou
	Title:	Chief Executive Officer

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