Fly-E Group (FLYE) warns of 48.4% Q2 revenue drop and delays 10-Q filing

Rhea-AI Filing Summary

Fly-E Group, Inc. notified investors that it will not file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 by the prescribed deadline and is seeking a brief extension under Rule 12b-25. Management states that additional time is required to prepare the financial statements and expects to file the report within five calendar days of the original due date.

The company also discloses preliminary results indicating that net revenues for the three months ended June 30, 2026 were $2.7 million, a 48.4% decline from $5.3 million in the same period of 2025. This decrease is attributed to a 26% drop in the quantity of EVs sold and reductions in selling prices to clear aged inventory, with volume pressure linked in part to retail store closures and dispositions from July 1, 2025 to March 31, 2026. The company notes these figures are still under review and may change.

Positive

• None.

Negative

• Net revenue declined 48.4% to $2.7 million for the quarter ended June 30, 2026, compared with $5.3 million a year earlier.
• EV unit sales fell 26% for the quarter, with lower volumes and price discounts used to reduce aged inventory.
• Retail store closures and dispositions from July 1, 2025 to March 31, 2026 contributed to the decline in sales volume.
• Quarterly report filing is delayed as the company requires additional time to complete its June 30, 2026 financial statements.

Key Figures

Preliminary net revenue Q2 2026: $2.7 million Net revenue prior-year quarter: $5.3 million Revenue change year over year: 48.4% decrease +3 more

6 metrics

Preliminary net revenue Q2 2026 $2.7 million Net revenues for the three months ended June 30, 2026

Net revenue prior-year quarter $5.3 million Net revenues for the three months ended June 30, 2025

Revenue change year over year 48.4% decrease Change in net revenues Q2 2026 vs Q2 2025

EV unit sales change 26% decrease Drop in quantity of EVs sold for the three months ended June 30, 2026

Retail store closure period July 1, 2025 to March 31, 2026 Period during which retail stores were closed and disposed of

10-Q filing extension length 5 calendar days Expected filing window after the prescribed due date under Rule 12b-25

Key Terms

Notification of Late Filing, Rule 12b-25, forward-looking statements, Private Securities Litigation Reform Act of 1995, +1 more

5 terms

Notification of Late Filing regulatory

"This Notification of Late Filing on Form 12b-25"

A notification of late filing is a formal public statement that a company failed to submit a required regulatory report (for example, quarterly or annual financial statements) by the deadline. It matters to investors because missed filings can signal accounting, operational, or governance problems, may lead to fines or trading restrictions, and increases uncertainty about the company's transparency—like a public “we missed the deadline” flag that raises risk for shareholders.

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

forward-looking statements regulatory

"contains “forward-looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995"

safe harbor provisions regulatory

"made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act"

Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.

FAQ

Why is Fly-E Group (FLYE) delaying its June 30, 2026 Form 10-Q filing?

Fly-E Group is delaying its Form 10-Q because it needs additional time to prepare financial statements for the quarter ended June 30, 2026. The company plans to file within five calendar days of the original due date under Rule 12b-25.

How did Fly-E Group (FLYE) perform financially for the quarter ended June 30, 2026?

For the three months ended June 30, 2026, Fly-E Group’s preliminary net revenues were $2.7 million, down 48.4% from $5.3 million in the same quarter of 2025. These figures are still under review and may change upon final reporting.

What caused the revenue decline reported by Fly-E Group (FLYE) for Q2 2026?

The company attributes the 48.4% revenue decline primarily to a 26% drop in EV units sold and reduced selling prices to clear aged inventory. It also cites the impact of retail store closures and dispositions between July 1, 2025 and March 31, 2026.

When does Fly-E Group (FLYE) expect to file its delayed Q2 2026 Form 10-Q?

Fly-E Group states it intends to file the June 30, 2026 Form 10-Q on or before the fifth calendar day following the prescribed due date. This timing is consistent with the extension allowed under Rule 12b-25 for quarterly reports.

Are Fly-E Group’s (FLYE) disclosed Q2 2026 revenues final numbers?

No. Fly-E Group describes the $2.7 million net revenue and related figures as preliminary and still under review. It cautions that these amounts may differ from those reported in the company’s forthcoming SEC filings once finalized.

How did Fly-E Group’s (FLYE) store closures affect Q2 2026 sales volume?

The company notes that the 26% drop in EV unit sales was due in part to the closures and disposition of retail stores from July 1, 2025 to March 31, 2026, which reduced selling locations and contributed to lower sales volumes.

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Available on EDGAR 08/14/2026 - 05:01 PM Accepted by SEC EDGAR 08/14/2026 - 05:00 PM Learn about SEC filing dates

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: June 30, 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 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 June 30, 2026 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 June 30, 2026.

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 June 30, 2026, the Registrant’s net revenues decreased by 48.4% to $2.7 million, compared to $5.3 million for the same period in 2025, which was primarily driven by a decrease in quantity of EVs sold which dropped by 26% and as a result of reductions in selling prices to reduce aged inventory for the three months ended June 30, 2026. The decrease in volume is attributed in part to the closures and disposition of our retail stores from July 1, 2025 to March 31, 2026.

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, 2026, 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.

2

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:	August 14, 2026	By:	/s/ Zhou Ou
			Zhou Ou
			Chief Executive Officer

3