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Form 8-K

sec.gov
FLYE The company received a delinquency notification from Nasdaq for failing to timely file its Annual Report. While they have since filed it, the initial notification and potential for delisting indicate significant operational issues.

8-K — Fly-E Group, Inc.

Accession: 0001213900-26-080994

Filed: 2026-07-23

Period: 2026-07-21

CIK: 0001975940

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Financial Statements and Exhibits

Documents

8-K — ea0299026-8k_flye.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JULY 23, 2026 (ea029902601ex99-1.htm)

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8-K — CURRENT REPORT

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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): July 21, 2026

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 Rule or Standard; Transfer of Listing.

On July 21,

2026, Fly-E Group Inc. (the “Company”) received a delinquency notification letter (the “Notice”) from the Listing

Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s

non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure

to timely file its Annual Report on Form 10-K for the period ended March 31, 2026 (the “Filing”). The Listing Rule

requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).

This Notice

has no immediate effect on the listing of the Company’s securities on Nasdaq. However, if the Company fails to timely regain compliance

with the Rule, the Company’s securities will be subject to delisting from Nasdaq.

The Notice

provides that the Company may submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule by September 21, 2026. If Nasdaq

accepts the Company’s plan, then Nasdaq may grant the Company up to 180 calendar days from the Filing’s due date, or until

January 11, 2027, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity

to appeal that decision to a Nasdaq Hearings Panel.

The Company

filed its Annual Report on Form 10-K for the period ended March 31, 2026 today, which would eliminate the need for the Company to submit

a formal plan to regain compliance. As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on July 23, 2026,

announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01.

Financial Statements and Exhibits

(c) Exhibits:

Exhibit No.

Description

99.1

Press Release dated July 23, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

1

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: July 23, 2026

By:

/s/ Zhou Ou

Name:

Zhou Ou

Title:

Chief Executive Officer

2

EX-99.1 — PRESS RELEASE DATED JULY 23, 2026

EX-99.1

Filename: ea029902601ex99-1.htm · Sequence: 2

Exhibit 99.1

Fly-E Group, Inc.

Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)

NEW YORK, July 23,2026

/PRNewswire/ -- Fly-E Group, Inc. (Nasdaq: FLYE) (“Fly-E” or the “Company”), an electric vehicle company engaged

in designing, installing, selling, and renting smart electric motorcycles, electric bikes, and electric scooters, today announced that

on July 21, 2026, it received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”)

due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s

failure to timely file its Annual Report on Form 10-K for the period ended March 31, 2026 (the “Filing”). The Listing Rule

requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).

This Notice has no immediate

effect on the listing of the Company’s securities on Nasdaq. However, if the Company fails to timely regain compliance with the

Rule, the Company’s securities will be subject to delisting from Nasdaq.

The Notice provides that

the Company may submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule by September 21, 2026. If Nasdaq accepts the

Company’s plan, then Nasdaq may grant the Company up to 180 calendar days from the Filing’s due date, or until January 11,

2027, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that

decision to a Nasdaq Hearings Panel.

The Company filed its

Annual Report on Form 10-K for the period ended March 31, 2026 on July 23, 2026, which would eliminate the need for the Company to submit

a formal plan to regain compliance.

About Fly-E Group, Inc.

Fly-E Group, Inc. is an electric vehicle company that is principally

engaged in designing, installing, selling, and renting smart electric motorcycles, electric bikes and electric under the brand “Fly

E-Bike.” The Company’s commitment is to encourage people to incorporate eco-friendly transportation into their active lifestyles,

ultimately contributing towards building a more environmentally friendly future. For more information, please visit the Company’s website:

https://investors.flyebike.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking

statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current

expectations and projections about future events that the Company believes may affect its financial condition, results of operations,

business strategy and financial needs. Investors 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.

Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you

that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the

anticipated results, and that the forward-looking statements contained in this press release are subject to the risks set forth in the

Company’s filings with the Securities and Exchange Commission (the “SEC”), including the section under “Risk Factors”

of its most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the SEC on July 23, 2026, as amended

by the Company’s subsequent filings, including updates to the Risk Factors. The Company undertakes no obligation to update or revise publicly

any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may

be required by law.

For investor and media inquiries, please contact:

Fly-E Group, Inc.

Investor Relations Department

Email: ir@flyebike.com

Seaquant Consulting

Email: investors@sea-quant.com

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