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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): February 27, 2026

Date of Report (Date of earliest event reported): February 2, 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:

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 53.0201. ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ~~of Certain Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On February 2 27, 2026, ~~Zhou Ou resigned from Chairman of the Board of~~ Fly-E Group, Inc. (the “Company”). ~~Mr.~~received ~~Zhou’s~~a ~~resignation~~written ~~was~~notice ~~not~~(the “Notice”) from the ~~result~~listing qualifications staff (the “Staff”) of ~~any~~The ~~disagreement between~~Nasdaq ~~him~~Stock ~~and~~Market LLC (“Nasdaq”) notifying the Company, ~~the~~that ~~Board~~it ofcurrently ~~Directors~~does not satisfy Listing Rule 5250(c)(1), oras ~~any~~a ~~committee~~result of not having timely filed with the ~~Board~~U.S. ofSecurities and ~~Directors~~Exchange onCommission ~~any~~(the ~~matter~~“Commission”) its Form 10-Q for the period ended December 31, 2025 (the “Form 10-Q”).

OnThe Notice ~~February~~is 2,a ~~2026,~~notification ~~Rui Feng resigned from Chief Operating Officer~~ of ~~the~~deficiency, ~~Company. Mr. Rui’s resignation was~~ not ~~the result~~ of ~~any~~imminent ~~disagreement~~delisting, ~~between~~and ~~him~~has ~~and~~no ~~the~~immediate ~~Company,~~effect on the ~~Board~~ oflisting ~~Directors,~~ or ~~any~~trading ~~committee~~ of the ~~Board~~Company’s securities ofon ~~Directors~~the onNasdaq ~~any~~Capital ~~matter~~Market.

OnThe ~~February~~Company 2has 60 calendar days from the date of the Notice, or until April 28, 2026, Keto ~~Zhang~~submit ~~resigned~~to ~~from~~Nasdaq ~~Chief~~a ~~Human~~plan ~~Resources~~to ~~Officer~~regain compliance with the Nasdaq Listing ofRule 5250(c)(1). If the Company. ~~Mr.~~submits ~~Ke’s~~a ~~resignation~~plan ~~was~~to ~~not~~Nasdaq and Nasdaq accepts the ~~result~~plan, Nasdaq can grant an exception of ~~any~~up ~~disagreement~~to ~~between~~180 ~~him~~calendar days ~~and~~from the ~~Company,~~due date of the ~~Board~~filing of ~~Directors~~the Form 10-Q, or ~~any~~until ~~committee~~August of24, 2026, to regain compliance. If the ~~Board~~Company ofdoes ~~Directors~~not onregain compliance within the allotted compliance periods, including any ~~matter~~extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

1The Company’s objective is to regain compliance with the listing requirement, and the Company currently intends to file the Form 10-Q with the Commission as soon as it completes the preparation and review of its financial statements for the period ended December 31, 2025.

~~SIGNATURE~~On March 5, 2026, the Company issued a press release announcing its receipt of the Notice from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

~~Pursuant~~Item to8.01 ~~the~~Other ~~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~~Events.

	Fly-E Group, Inc.
Date: February 4, 2026	By:	/s/ Zhou Ou
	Name:	Zhou Ou
	Title:	Chief Executive Officer

SEC Investigation

2On January 21, 2026, the Company was notified by the Commission that it has initiated an investigation involving the Company. The Company has not been provided with substantive details regarding the investigation, and is fully cooperating with the investigation. No determination has been made by the Commission regarding any wrongdoing by or liability of the Company.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit No.		Description
99.1		Press release dated March 5, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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 5, 2026	By:	/s/ Zhou Ou
	Name:	Zhou Ou
	Title:	Chief Executive Officer

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