Fly-E Group (NASDAQ: FLYE) inks $11M Regulation S share deal

Rhea-AI Filing Summary

Fly-E Group, Inc. entered into a Securities Purchase Agreement with certain non-U.S. investors to raise $11,000,000 through a private stock sale. The company agreed to sell up to 13,750,000 shares of common stock at $0.80 per share in an offering conducted under Regulation S, meaning the shares are exempt from U.S. registration requirements. The agreement includes customary representations about the investors’ non-U.S. status, the absence of undisclosed material adverse effects, and the lack of legal proceedings that would block the deal. Fly-E plans to use the net proceeds primarily for working capital and other general corporate purposes.

Insights

Equity Capital Markets Analyst

Fly-E secures a planned $11M Regulation S equity raise for working capital.

Fly-E Group, Inc. has arranged a private equity financing with non-U.S. investors under Regulation S, targeting gross proceeds of $11,000,000. The structure involves selling up to 13,750,000 shares of common stock at $0.80 per share, which increases the company’s equity capital base while avoiding a registered public offering process.

The agreement contains customary protections, including confirmations that purchasers are non-U.S. persons, are investing for investment purposes, and that there are no undisclosed material adverse effects or blocking legal proceedings. These terms help define the risk allocation between the company and the investors but do not by themselves indicate performance trends.

Proceeds are earmarked for working capital and general corporate purposes, so the effect will depend on how efficiently the company deploys this additional capital. Closing remains subject to the conditions set out in the agreement, and subsequent disclosures may clarify timing and whether the full 13,750,000 shares are ultimately sold.

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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): September 18, 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 1.01 Entry Into a Material Definitive Agreement

On September 18, 2025, Fly-E Group, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) named in the Purchase Agreement for the purpose of raising $11,000,000 in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell to the Purchasers up to an aggregate of 13,750,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) at a purchase price per Share of $0.80 (the “Offering”).

The parties to the Purchase Agreement have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the Purchase Agreement.

The Purchase Agreement is subject to various conditions to closing set forth therein. The Shares to be issued in the Offering are exempted from the registration requirements of the Securities Act pursuant to Regulation S promulgated thereunder.

The net proceeds of the Offering shall be used by the Company for working capital and other general corporate purposes. 

The form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Purchase Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

10.1		Form of Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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

	FLY-E GROUP, INC.
Date: September 22, 2025	By:	/s/ Zhou Ou
	Name:	Zhou Ou
	Title:	Chief Executive Officer

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FAQ

What financing transaction did Fly-E Group, Inc. (FLYE) announce in this 8-K?

Fly-E Group, Inc. entered into a Securities Purchase Agreement with certain non-U.S. investors to raise $11,000,000 in gross proceeds through a private sale of common stock.

How many Fly-E Group (FLYE) shares are being sold and at what price?

The company agreed to sell up to 13,750,000 shares of its common stock at a purchase price of $0.80 per share.

Under which securities law exemption is Fly-E Group (FLYE) conducting this offering?

The offering is being conducted under Regulation S of the Securities Act of 1933, which exempts the shares from U.S. registration requirements when sold to certain non-U.S. persons.

Who are the investors in Fly-E Group’s (FLYE) new stock offering?

The investors are described as certain “non-U.S. Persons” as defined in Regulation S and are named in the Securities Purchase Agreement.

How will Fly-E Group (FLYE) use the proceeds from this equity raise?

The net proceeds from the offering are expected to be used for working capital and other general corporate purposes.

What conditions apply to the closing of Fly-E Group’s (FLYE) stock sale?

The Securities Purchase Agreement is subject to various conditions to closing set forth in the agreement, including customary representations, warranties, and covenants by the company and the purchasers.

Where can investors find the full terms of Fly-E Group’s (FLYE) Purchase Agreement?

The form of the Securities Purchase Agreement is filed as Exhibit 10.1 and is incorporated by reference for a complete description of the parties’ rights and obligations.