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: December 31, 2025 |
| |
| ☐ |
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
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
| |
|
(a) |
The reasons
described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ |
|
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
| |
|
(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
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 Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 2025 within the prescribed time period without unreasonable effort or
expense because additional time is needed to prepare the financial statements for the quarterly period ended December 31, 2025.
The
Registrant intends to file the subject Quarterly Report on Form 10-Q 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 three months ended December 31, 2025 the Registrant’s net revenues decreased by 53.3% to $2.6 million, compared to $5.7 million
for the same period in 2024, which was primarily driven by a decrease in quantity of EVs sold which dropped by 87% and as a result of
reductions in selling prices to reduce aged inventory for the three months ended December 31, 2025. The decrease in volume is attributed
in part to the closures and disposition of our retail stores during the three months ended December 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-Q and the Registrant’s expected
financial results to be included in the Form 10-Q. 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 Quarterly
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 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: |
February 17, 2026 |
By: |
/s/ Zhou Ou |
| |
|
|
Zhou Ou |
| |
|
|
Chief Executive Officer |
