UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
| (CHECK
ONE): |
☒ Form
10-K |
☐ Form
20-F |
☐ Form
11-K |
☐ Form
10-Q |
☐ Form
N-SAR |
Commission
File Number: 001-42122
| For
Period Ended: March 31, 2026 |
| |
| ☐ |
Transition
Report on Form 10-K |
| ☐ |
Transition
Report on Form 20-F |
| ☐ |
Transition
Report on Form 11-K |
| ☐ |
Transition
Report on Form 10-Q |
| ☐ |
Transition
Report on Form N-SAR |
| |
|
| For
the Transaction Period Ended: |
READ
INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING
IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
| Fly-E
Group, Inc. |
| Full
Name of Registrant |
| |
| |
| Former
Name if Applicable |
| |
| 136-40
39th Avenue |
| Address
of Principal Executive Office (Street and Number) |
| |
| Flushing,
New York 11354 |
| City,
State and Zip Code |
PART
III - NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
The
Registrant is unable to file its Annual Report on Form 10-K for the fiscal year ended March 31, 2026 within the prescribed time period
without unreasonable effort or expense because additional time is needed to prepare the financial statements for the fiscal year ended
March 31, 2026.
The
Registrant intends to file the subject Annual Report on Form 10-K on or before the fifth calendar day following the prescribed due date.
PART
IV - OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Zhou
Ou |
|
(929) |
|
261-9979 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
☒ Yes ☐ No
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
☒ Yes ☐ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
For the fiscal year ended March 31, 2026, the Registrant’s net revenues decreased by 25.0% to approximately $19.1 million, compared
to approximately $25.4 million for the same period in 2025, which was primarily due to the decrease in sales volume by 25,178 units, from
58,765 units sold for the fiscal year ended March 31, 2025, to 33,587 units sold for the fiscal year ended March 31, 2026. Cost of revenues
decreased by 10.0%, from approximately $15.0 million for the fiscal year ended March 31, 2025, to approximately $13.5 million for the
fiscal year ended March 31, 2026. Total operating expenses were approximately $12.4 million for the fiscal year ended March 31, 2026,
a decrease of approximately $2.6 million, or 17.3%, compared to approximately $15.0 million for the fiscal year ended March 31, 2025.
The decrease in operating expenses was attributable to the decrease in our payroll expenses and rent expense. For the fiscal year ended
March 31, 2026, the Registrant had a net loss of approximately $9.7 million, an increase of approximately $4.4 million, or 83.1%, from
net loss of $5.3 million for the fiscal year ended March 31, 2025.
The amounts reported above are still under review and may differ once reported in the Annual Report to be filed by the Registrant.
Cautionary
Note Regarding Forward-Looking Statements
This Notification of Late Filing on Form 12b-25, or this Form 12b-25, contains “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and such
forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking
statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “anticipates,”
“believe,” “may,” “future,” “plan,” “should” or “expects.” Forward-looking
statements in this Form 12b-25 include, but are not limited to, the expected timing of the filing of the Form 10-K and the Registrant’s
expected financial results to be included in the Form 10-K. You are cautioned that such statements are subject to a multitude of risks
and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking
statements, including risks and uncertainties related to the compilation and finalization of the Registrant’s financial statements
and Annual Report. These and other risks are identified in the Registrant’s filings with the Securities and Exchange Commission,
including, without limitation, the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2025 and our Quarterly Reports
on Form 10-Q for the quarters ended June 30, 2025, September 30, 2025 and December 31, 2025, as filed with the Securities and Exchange
Commission on July 15, 2025, August 19, 2025, December 18, 2025 and April 21, 2026, respectively, and in other filings subsequently made
by the Registrant. All forward-looking statements contained in this Form 12b-25 speak only as of the date on which they were made and
are based on management’s assumptions and estimates as of such date. The Registrant does not undertake any obligation to publicly
update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.
Fly-E
Group, Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
June 30, 2026 |
By: |
/s/
Zhou Ou |
| |
|
Zhou
Ou |
| |
|
Chief
Executive Officer |
