Fly-E (FLYE) warns of 42.9% Q3 revenue drop to $3.9M

(Very High)

(Negative)

Form Type

NT 10-Q

Rhea-AI Filing Summary

Fly-E Group, Inc. (FLYE) has notified the SEC that it will file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 late, because it needs additional time to prepare its financial statements. The company expects to submit the 10-Q on or before the fifth calendar day after the original due date.

Based on preliminary figures, net revenues for the three months ended September 30, 2025 declined by 42.9% to $3.9 million, compared with $6.8 million for the same period in 2024. Units sold decreased by 4,608, from 15,056 to 10,448, reflecting lower sales volumes and the impact of retail store closures and dispositions during the quarter. A lower average sales price, driven by product mix changes and promotional pricing, also contributed to the revenue decline. The company notes these numbers are still under review and may change once the 10-Q is filed.

Positive

None.

Negative

Sharp revenue decline and lower volumes: Preliminary net revenues for the quarter ended September 30, 2025 fell 42.9% to $3.9 million from $6.8 million, with units sold dropping from 15,056 to 10,448.
Operational and pricing pressures: Management cites store closures/dispositions and a lower average sales price driven by product mix and promotional pricing as contributors to weaker performance.
Late 10-Q filing: The company will not file its Form 10-Q on time and requires up to five additional calendar days, which can raise concerns until final numbers are available.

Insights

Fly-E flags a late 10-Q alongside a sharp revenue and volume drop.

Fly-E Group plans to file its Form 10-Q for the quarter ended September 30, 2025 within five days of the due date, citing the need for more time to prepare financial statements. While late notices can arise from workload rather than deeper issues, they often draw attention because investors must wait longer for finalized numbers.

Preliminary data indicate a significant demand and pricing pressure. Net revenues for the quarter fell 42.9% to $3.9 million from $6.8 million a year earlier, driven mainly by a drop in total units sold from 15,056 to 10,448. Management also points to closures and dispositions of retail stores and a lower average selling price tied to product mix and promotional pricing.

The combination of reduced volume, store reductions, and discounting suggests the business is contending with both footprint changes and weaker sales dynamics. The company emphasizes that these figures are preliminary and may change once the Form 10-Q for the quarter ended September 30, 2025 is finalized and filed, so the final impact will be clearer after those disclosures.

FAQ

Why is Fly-E Group, Inc. (FLYE) filing its Form 10-Q late?

Fly-E Group states it cannot file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 within the prescribed time without unreasonable effort or expense because it needs additional time to prepare its financial statements.

When does Fly-E Group, Inc. expect to file the delayed Form 10-Q?

The company intends to file its Quarterly Report on Form 10-Q on or before the fifth calendar day following the original due date for the quarter ended September 30, 2025.

How did Fly-E Group, Inc.’s revenue change for the quarter ended September 30, 2025?

For the three months ended September 30, 2025, preliminary net revenues decreased by 42.9% to $3.9 million, compared with $6.8 million for the same period in 2024.

What happened to Fly-E Group, Inc.’s unit sales during the quarter?

Total units sold declined by 4,608, from 15,056 units for the three months ended September 30, 2024 to 10,448 units for the three months ended September 30, 2025, contributing to the lower net revenues.

Why did Fly-E Group, Inc.’s average sales price decrease in the quarter?

The company reports that the lower average sales price was primarily due to changes in product mix and promotional pricing strategies implemented during the three months ended September 30, 2025.

How did store closures affect Fly-E Group, Inc.’s results?

The company notes that the decrease in sales volume was partly attributable to closures and dispositions of its retail stores during the three months ended September 30, 2025.

Are Fly-E Group, Inc.’s preliminary figures final for the September 30, 2025 quarter?

No. The company states that the amounts reported, including net revenues and unit sales, are still under review and may differ once the Form 10-Q is filed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/17/2025 - 12:30 PM

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: September 30, 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 September 30, 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 September 30, 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 September 30, 2025 the Registrant’s net revenues decreased by 42.9% to $3.9 million, compared to $6.8 million for the same period in 2024, which was primarily driven by a decrease in total units sold, which dropped by 4,608 units, from 15,056 units for the three months ended September 30, 2024, to 10,448 units for the three months ended September 30, 2025. The decrease in volume also attributed in part to the closures and disposition of our retail stores during the three months ended September 30, 2025. The decrease in average sales price was primarily attributable to changes in product mix and promotional pricing strategies implemented during the three months ended September 30, 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.