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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):
March 6, 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 4.01. Changes in Registrant’s
Certifying Accountant.
On
March 6, 2026, the Audit Committee of the Board of Directors of Fly-E Group, Inc. (the “Company”) (i) approved the
dismissal of Marcum Asia CPAs LLP (“Marcum Asia”) as the Company’s independent registered public accounting firm
and (ii) appointed Fortune CPA, Inc. (“Fortune”) as the Company’s
independent registered public accounting firm to conduct an quarter review of the Company’s financial statements at December 31,
2025, and audit the Company’s consolidated financial statements as of and for the fiscal year ending March 31, 2026.
The
audit reports of Marcum Asia on the Company’s consolidated financial statements as of and for the fiscal years ended March 31, 2025
and 2024 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope
or accounting principles, except for an explanatory paragraph related to the Company’s ability to continue as a going concern.
During
the fiscal years ended March 31, 2025 and 2024, and the subsequent interim period through March 6, 2026, there were no: (i) “disagreements,”
as that term is defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Act of 1933 (“Regulation S-K”) with Marcum
Asia on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Marcum Asia, would have caused Marcum Asia to make reference to the subject matter of such disagreements
in connection with its audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended March
31, 2025 and 2024, or (ii) reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, , other than the material weaknesses
as reported in its Form 10-K filed with the SEC on July 15, 2025. Such material weaknesses related to our lack of (i) sufficient
financial reporting and accounting personnel with appropriate knowledge of generally accepted accounting principles in the United States
of America (the “U.S. GAAP”) and SEC reporting requirements to properly address complex U.S. GAAP accounting issues
and to prepare and review our consolidated financial statements and related disclosures to fulfill U.S. GAAP and SEC financial reporting
requirements, (ii) formal internal control policies and internal independent supervision functions to establish formal risk assessment
process and internal control framework, and (iii) sufficient controls designed and implemented in IT environment and IT general control
activities, which are mainly associated with areas of logical access management, change management, computer operation, service organization
management as well as cyber security management.
The Company has provided Marcum
Asia with a copy of the disclosures in this Current Report on Form 8-K, and requested that Marcum Asia provide the Company with a letter
addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether Marcum Asia agrees to the statements
made by the Company herein. A copy of the letter from Marcum Asia addressed to the SEC and dated as of March 12, 2026 is filed as Exhibit
16.1 to this Current Report on Form 8-K.
During the fiscal years ended
March 31, 2025 and 2024, and the subsequent interim period through March 6, 2026, neither the Company nor anyone on the Company’s
behalf consulted with Fortune with respect to either (i)(a) the application of accounting principles to a specified transaction, either
completed or proposed, or (b) the type of audit opinion that might be rendered on the Company’s consolidated financial statements,
and neither a written report nor oral advice was provided by Fortune to the Company that Fortune concluded was an important factor that
the Company consider in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that
was the subject of a “disagreement” or a “reportable event” (as these terms are defined in Item 304(a)(1) of Regulation
S-K and the related instructions).
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter from Marcum Asia CPAs LLP to the U.S. Securities and Exchange Commission, dated March 12, 2026 |
| 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: March 12, 2026 |
By: |
/s/ Zhou Ou |
| |
Name: |
Zhou Ou |
| |
Title: |
Chief Executive Officer |
