What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-07-23 compared with 2025-07-15 · 356 added, 282 removed, 452 unchanged (59% of the section changed)

9 unchanged sentences

for food delivery workers in New York City.

As of July 15, 2025, we have 20 stores, including 19 retail stores in the U.S and

one retail store in Canada.

The Company offers rental services from selected locations in New York, Toronto, and Los Angeles.

operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States.

In addition, we plan to open a second online store focusing on selling gas bikes in the future.

In addition, we plan to extend our business

into South America and Europe.

We have a diversified product

portfolio that is designed to satisfy the various demands of our customers and address different urban travel scenarios.

Additionally,

we aim to refresh our product offerings continuously to align with evolving market trends.

As of July 15, 2025, we offered 27 E-motorcycle

products, 36 E-bike products and 38 E-scooter products.

As of July 23, 2026, we have 4 stores in the U.S.

The Company offers rental services from

selected locations in New York, Boston and Los Angeles.

We also operate one online store at flyebike.com, focusing on selling E-motorcycles,

E-bikes and E-scooters, serving customers in the United States.

We have a diversified product portfolio that is designed to satisfy

the various demands of our customers and address different urban travel scenarios.

Additionally, we aim to refresh our product offerings

continuously to align with evolving market trends.

As of July 23, 2026, we offered 27 E-motorcycle products, 37 E-bike products and 38

E-scooter products.

We also operate a rental

program to meet the increasing market demand for safe, UL-certified e-bikes in compliance with New York State regulations.

service, now available in New York City and Los Angeles via the Go Fly rental service mobile app and select Fly E-Bike stores, provides

users with a flexible and affordable e-bike rental option.

We build our smart E-bikes

9 unchanged sentences

Our net revenues were approximately

$25.4 million for the year ended March 31, 2025, consisting of retail sales revenue of approximately $21.7 million, wholesale

revenue of approximately $3.5 million, and rental services revenue of $171,867.

Our net revenues were approximately $32.2 million

for the year ended March 31, 2024, consisting of retail sales revenue of approximately $26.4 million and wholesale revenue of

$5.8 million.

$19.1 million for the year ended March 31, 2026, consisting of retail sales revenue of approximately $6.9 million, wholesale revenue

of $11.6 million, and rental services revenue of $0.6 million.

Our net revenues were approximately $25.4 million for the year ended

March 31, 2025, consisting of retail sales revenue of approximately $21.7 million, wholesale revenue of approximately $3.5 million,

and rental services revenue of $171,867.

Recent Developments

7 unchanged sentences

stock increased at a split ratio of 1-for-110,000.

On June 7, 2024, we

consummated our initial public officering (the “IPO”) and sold 450,000 shares of common stock, at a price of $20.00 per

The gross proceeds of the offering were $9.0 million, prior to deducting the underwriting discounts, commissions and offering

expenses payable by the Company.

In addition, we granted the underwriters a 30-day option to purchase an additional 67,500 shares

of common stock at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments.

2024, we sold an additional 67,500 shares of common stock to the underwriters of our IPO for gross proceeds of $1.4 million

upon full exercise of the underwriters’ over-allotment option.

Net proceeds received by us from our initial public offering, including

the exercise of the over-allotment option, were approximately $9.2 million.

We also issued to The Benchmark Company, LLC (the “IPO

Representative”), the representative of the IPO underwriters warrants to purchase 25,875 shares.

None of such warrants were

exercised as of the date of this annual report.

On June 7, 2024, we consummated our initial public officering

(the “IPO”) and sold 22,500 shares of common stock, at a price of $400.00 per share.

The gross proceeds of the offering

were $9.0 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by the Company.

we granted the underwriters a 30-day option to purchase an additional 3,375 shares of common stock at the initial public offering

price, less underwriting discounts and commissions, to cover over-allotments.

On June 25, 2024, we sold an additional 3,375 shares

of common stock to the underwriters of our IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment

Net proceeds received by us from our initial public offering, including the exercise of the over-allotment option, were approximately

$9.2 million.

We also issued to The Benchmark Company, LLC (the “IPO Representative”), the representative of the IPO

underwriters warrants to purchase 1,294 shares.

None of such warrants were exercised as of the date of this annual report.

Loan and Security Agreement

26 unchanged sentences

to meet the increasing market demand for safe, UL-certified e-bikes in compliance with New York State regulations in October 2024.

The rental service, now available in New York City, Toronto, and Los Angeles via the Go Fly rental service mobile app and select

Fly E-Bike stores, provides users with a flexible and affordable e-bike rental option.

As part of our growth strategy, we plan to expand

the rental service to Miami in the near term.

The rental service, now available in New York City, and Los Angeles via the Go Fly rental service mobile app and select Fly E-Bike

stores, provides users with a flexible and affordable e-bike rental option.

Trade-in Program

4 unchanged sentences

model of NYC DOT and participates in this program.

From January 2025 to June 2025, we participated in this program and

completed the delivery of Fly-11 Pro models to our retail partner participating in the program.

From January 2025 to June 2025, we participated in this program and completed the delivery

of Fly-11 Pro models to our retail partner participating in the program.

Increase in Authorized Shares

19 unchanged sentences

not tested and certified by UL.

From May 28 to July 15, 2025, the Company paid $350,000 to UL.

The Settlement Agreement fully

resolves all pending litigation between UL and the Company, and each party fully releases the other party from any and all past or present

claims, demands, causes of action, obligations, damages, liabilities, expenses, or compensation of whatever kind or nature, that were

or could have been asserted in connection with the Company’s sales of products with a UL Mark which were not tested and certified

During the one year ended March 31, 2026, the Company paid $1,000,000 to UL.

The Settlement Agreement

fully resolves all pending litigation between UL and the Company, and each party fully releases the other party from any and all past

or present claims, demands, causes of action, obligations, damages, liabilities, expenses, or compensation of whatever kind or nature,

that were or could have been asserted in connection with the Company’s sales of products with a UL Mark which were not tested and

certified by UL.

2025 Reverse Stock Split

8 unchanged sentences

of directors approved a one-for-five (1:5) reverse stock split of the Company’s issued and outstanding shares of common stock (the

“2025 First Reverse Stock Split”).

On July 2, 2025, the Company filed with the Secretary of State of the State of Delaware

the Second Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the 2025

Reverse Stock Split.

On July 2, 2025, the Company filed with the Secretary of State of the State of Delaware the Second

Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the 2025 Reverse Stock

The 2025 Reverse Stock Split became effective as of 5:00 p.m., Eastern Time, on July 3, 2025, and the Company’s common stock

began trading on the Nasdaq Stock Market on a split-adjusted basis on July 7, 2025.

After the 2025 Reverse Stock Split, every five (5)

shares of the Company’s issued and outstanding common stock have been automatically converted into one share of common stock, without

any change in the par value per share.

In addition, (i) a proportionate adjustment has been made to the per share exercise price and the

number of shares issuable upon the exercise of all outstanding warrants to purchase shares of common stock, and (ii) the number of shares

reserved for issuance pursuant to the Company’s stock incentive plan has been reduced proportionately.

Any fraction of a share of

common stock created as a result of the 2025 Reverse Stock Split was rounded up to the nearest whole share.

The Company’s common

stock continues to trade on the Nasdaq Capital Market under the symbol “FLYE.” The new CUSIP number for common stock following

the 2025 Reverse Stock Split is 343927208.

Unless otherwise noted,

the share and per share information in this annual report reflects the 2024 Stock Split and the 2025 Reverse Stock Split .

The 2025 Reverse Stock Split became effective as of 5:00 p.m., Eastern Time, on July 3, 2025, and the Company’s

common stock began trading on the Nasdaq Stock Market on a split-adjusted basis on July 7, 2025.

After the 2025 First Reverse

Stock Split, every five (5) shares of the Company’s issued and outstanding common stock have been automatically converted into one

share of common stock, without any change in the par value per share.

In addition, (i) a proportionate adjustment has been made to the

per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants to purchase shares of common

stock, and (ii) the number of shares reserved for issuance pursuant to the Company’s stock incentive plan has been reduced proportionately.

Any fraction of a share of common stock created as a result of the 2025 First Reverse Stock Split was rounded up to the nearest whole

The Company’s common stock continues to trade on the Nasdaq Capital Market under the symbol “FLYE.”

On September 15, 2025, the

Company planned to hold a special meeting of stockholders, but adjourned to October 13, 2025 in order to achieve a quorum (the “Special

At the special meeting, the stockholder approved a proposal to amend the Company’s amended and restated certificate

of incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.01

per share, by a ratio in the range of 1-for-2 to 1-for-20, with such ratio to be determined in the discretion of the board of directors

of the Company and with such action to be effected at such time and date, if at all, as determined by the board of directors within one

year after the conclusion of the Special Meeting.

On October 13, 2025, the

board of directors approved a one-for-twenty (1:20) reverse stock split of the Company’s issued and outstanding shares of common

stock (the “2025 Second Reverse Stock Split”).

On October 23, 2025, the Company filed with the Secretary of State of the State

of Delaware the Second Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect

the 2025 Second Reverse Stock Split.

The 2025 Second Reverse Stock Split became effective on November 4, 2025, and the Company’s

common stock began trading on the Nasdaq Stock Market on a split-adjusted basis on November 4, 2025.

After the 2025 Second Reverse

Stock Split, every twenty (20) shares of the Company’s issued and outstanding common stock have been automatically converted into

one share of common stock, without any change in the par value per share.

In addition, (i) a proportionate adjustment has been made to

the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants to purchase shares of common

stock, and (ii) the number of shares reserved for issuance pursuant to the Company’s stock incentive plan has been reduced proportionately.

Any fraction of a share of common stock created as a result of the 2025 Second Reverse Stock Split was rounded up to the nearest whole

The Company’s common stock continues to trade on the Nasdaq Capital Market under the symbol “FLYE.” The new CUSIP

number for common stock following the 2025 Reverse Stock Split is 343927307.

Unless otherwise noted, the

share and per share information in this report reflects the two 2025 Reverse Stock Splits.

Federal securities class action instituted on September 8, 2025

On September 8, 2025, a federal

securities class action was filed in the United States District Court, Eastern District of New York, by plaintiff Dino Kurt, individually

and on behalf of all others similarly situated, against defendants, the Company, chief executive officer (the “CEO”) Zhou

Ou, and former chief financial officer (the “CFO”) Shiwen Feng (the “Class Action”).

The complaint alleges violations

of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 during the class period spanning from July 15, 2025, to August 14, 2025.

The plaintiff claims that defendants provided materially false and misleading positive statements about revenue growth, brand reputation,

and business expansion, while concealing or minimizing material adverse facts concerning the safety of the Company’s lithium battery

and inadequate forecasting processes, which were already taking a material toll on E-vehicle (the “EV”) sales revenue.

plaintiff alleged when the Company filed a form NT 10-Q on August 14, 2025, which disclosed a 32% decrease in net revenues primarily driven

by a decline in total units sold, attributed by the Company to “recent lithium-battery accidents involving E-Bikes and E-Scooters”;

the price of Company’s common stock declined dramatically by about 87% in a single day, resulting in economic loss for the plaintiff

and the class.

The relief sought includes

determining that the action may be maintained as a class action, requiring defendants to pay damages sustained by the plaintiff and the

class, and awarding pre-judgment and post-judgment interest, along with reasonable attorneys’ fees, expert fees, and other costs,

with the monetary damages sought being certified to be in excess of $150,000.

On May 22, 2026, the lead

plaintiff in the Class Action filed an Amended Complaint.

The Company's response to the Amended Complaint is due August 14, 2026.

the preliminary stage of the lawsuit and the inherent uncertainties of litigation, the Company cannot determine with certainty the outcome

of the Class Action at this time.

Any potential loss associated

with the action is not reasonably estimable at this early stage.

The Company did not accrue any material loss contingencies in this respect

as of March 31, 2026.

Shareholder derivative actions instituted on October 28, 2025 and

November 17, 2025

On October 28, 2025, a shareholder

derivative lawsuit was filed purportedly on behalf of the Company, as nominal defendant, against certain of its current and former directors

and officers in the United States Court for the Eastern District of New York, captioned Flynn v.

Ou et al, No.

1:25-cv-06036 (E.D.N.Y.)

(the “Flynn Action”).

The complaint filed in the Flynn Action alleges claims for alleged breach of fiduciary duties and gross

mismanagement, among others.

On November 17, 2025, an additional putative shareholder derivative lawsuit was filed purportedly on behalf

of the Company, as nominal defendant, against certain of its current and former directors and officers in the United States Court for

the Eastern District of New York, captioned Shah v.

Ou et al, No.

1:25-cv-06372 (E.D.N.Y.) (the “Shah Action”).

The complaint

filed in the Shah Action alleges claims for alleged breach of fiduciary duty, unjust enrichment, waste of corporate assets, gross mismanagement,

abuse of control, among others.

The Flynn Action and Shah

Action are based on the same alleged facts and circumstances as the Class Action and seek damages from the current and former directors

and officers and an order directing the Company and current and former directors and officers to take actions to reform and improve corporate

governance and internal procedures.

On December 9, 2025, the Court consolidated the Flynn Action and Shah Action into a single consolidated

action captioned In re Fly-E Group, Inc.

Stockholder Derivative Litigation, No.

1:25-cv-06036 (E.D.N.Y.) (the “Consolidated Derivative

Action”), and appointed co-lead counsel.

The current and former director and officer defendants dispute the allegations in the complaints

and intend to vigorously defend against all claims.

Given the preliminary stage of the lawsuit and the inherent uncertainties of litigation,

we cannot determine with certainty the outcome of the Consolidated Derivative Action at this time.

Registered Direct Offering

On June 2, 2025, we closed

our registered direct offering of an aggregate of (i) 5,719,111 shares of our common stock, par value $0.01 and (ii) 11,438,222 warrants

(the “Warrants”) to purchase 11,438,222 shares of common stock at a combined purchase price per share and accompanying

Warrants of $1.2140, resulting in net proceeds to us of $6.24 million after deducting placement agent fees and offering expenses.

the shares (including shares underlying the Warrants) were registered under the Securities Act pursuant to a registration statement on

Form S-1, as amended (File No.

333-286678), which was declared effective by the Securities and Exchange Commission on May 15, 2025.

Trust Investment Services, Inc.

(“ATIS”) acted as the exclusive placement agent for the offering.

We paid ATIS aggregate commissions

of $219,430 and incurred offering expenses of $178,625.

On June 2, 2025, we

closed our registered direct offering of an aggregate of (i) 285,956 shares of our common stock, par value $0.01 and (ii) 571,912

warrants (the “Warrants”) to purchase 571,912 shares of common stock at a combined purchase price per share and

accompanying Warrants of $24.28, resulting in net proceeds to us of $6.24 million after deducting placement agent fees and offering

All of the shares (including shares underlying the Warrants) were registered under the Securities Act pursuant to a

registration statement on Form S-1, as amended (File No.

333-286678), which was declared effective by the Securities and Exchange

Commission (the “SEC”) on May 15, 2025.

American Trust Investment Services, Inc.

(“ATIS”) acted as the

exclusive placement agent for the offering.

We paid ATIS aggregate commissions of $219,430 and incurred offering expenses of

On September 18, 2025, the

Company entered into a securities purchase agreement with third-party individuals offering of (i) 687,500 shares of the common stock at

the price of $16.0 per share for a total consideration of $11,000,000.

During the year ended March 31, 2026, the Company received

net proceeds of $10,996,558 from the investors.

Disposal of Certain Subsidiaries

During the year ended March

31, 2025 and from April to July 2025, the Company disposed several subsidiaries as part of an disposal plan aimed at simplifying its legal

31, 2026 and from April to July 2026, the Company disposed several subsidiaries as part of a disposal plan aimed at simplifying its legal

and operational structure and improving administrative efficiency.

2 unchanged sentences

in financial reporting.

Between December 2024 and July 2025, the Company sold 15 subsidiaries to third-party individuals in multiple transactions,

for an aggregated cash consideration of approximately $1.3 million, of which $133,000 has been collected as of July 15, 2025.

“ Note 14— Disposal of Subsidiaries and Note 15-Subsequent Events ” in the accompanying consolidated financial

statements for details.

As part of this plan, as of March 31, 2026, the Company had sold an aggregate of 28 subsidiaries to third-party

individuals in multiple transactions, for total cash consideration of approximately $2.9 million, of which approximately $0.1 million

had been received.

Between April 2025 and March 2026, the Company further sold 100% of its equity interests in 24 subsidiaries to third-party

buyers for total cash consideration of approximately $2.3 million, with no contingent payments or adjustments.

As of July 23, 2026, the

Company had not received any remaining consideration under these transactions.

See “ Note 14— Disposal of Subsidiaries

and Note 15 – Subsequent Events ” in the accompanying consolidated financial statements for details.

Nasdaq Deficiency Letter

On July 21, 2026, the Company

received a delinquency notification letter (the “Notice”) from the Listing Qualifications Staff (the “Staff”)

of Nasdaq due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result

of the Company’s failure to timely file its Annual Report on Form 10-K for the period ended March 31, 2026.

The Listing Rule requires

listed companies to timely file all required periodic financial reports with the SEC.

This Notice has no immediate effect on the listing

of the Company’s securities on Nasdaq.

However, if the Company fails to timely regain compliance with the Rule, the Company’s

securities will be subject to delisting from Nasdaq.

The Notice provides that the Company may submit to Nasdaq a plan to regain compliance

with the Nasdaq Listing Rule by September 21, 2026.

If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up

to 180 calendar days from the Filing’s due date, or until January 11, 2027, to regain compliance.

If Nasdaq does not accept the

Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

Our History and Corporate Structure

We initially started our business

in 2018 as Ctate Inc.

We initially started our

business in 2018 as Ctate Inc.

(“Ctate”), a New York corporation.

Our business has experienced rapid growth since then and we

opened multiple retail stores within a short period of time.

In the interest of efficient management, each retail store was managed by

a separate company wholly owned by Ctate.

Our business previously experienced rapid growth initially,

and we opened multiple retail stores within a short period of time.

In the interest of efficient management, each retail store was managed

by a separate company wholly owned by Ctate.

Fly E-Bike, Inc.

22 unchanged sentences

such as agility, flexibility, versatility and ease of maneuver in high traffic congestion areas.

The EV industry has been experiencing

significant growth and innovation in recent years.

With the advancement of technology and the increasing demand for environmentally

friendly transportation options, E-bikes, E-motorcycles and E-scooters have become popular choices for commuting, leisure and sports.

The EV industry has been

experiencing significant growth and innovation in recent years.

With the advancement of technology and the increasing demand for

environmentally friendly transportation options, E-bikes, E-motorcycles and E-scooters have become popular choices for commuting, leisure

As the demand for sustainable transportation options continues to grow, the EV industry is poised for further growth and development.

Some of the major trends driving

the growth of the EV industry include the increasing demand for sustainable transportation options, advancements in battery and motor

technology, and the growing popularity of E-bike sharing services.

Government incentives and regulations, such as tax credits and subsidies

for the purchase of EVs, are also driving the growth of the industry.

Some of the major trends

driving the growth of the EV industry include the increasing demand for sustainable transportation options, advancements in battery and

motor technology, and the growing popularity of E-bike sharing services.

Government incentives and regulations, such as tax credits and

subsidies for the purchase of EVs, are also driving the growth of the industry.

The Asia-Pacific region is

8 unchanged sentences

The growth of the EV industry

is further accelerated by the rise in small package deliveries in big cities.

is also accelerated by the rise in small package deliveries in big cities.

New York City is a major commercial hub and the largest

4 unchanged sentences

City are relying on package deliveries for their everyday needs, leading to a significant increase in small package delivery volume.

COVID-19 pandemic has further accelerated this trend as more people have turned to online shopping.

The high volume of package

12 unchanged sentences

Early Entry into the

We entered the EV market early and were able to seize the market opportunities to experience rapid

We started our business in 2018 and were able to leverage the potential created by the thriving E-commerce industry.

Additionally,

the COVID-19 lockdown further amplified the demand for online food and essential item deliveries, creating a favorable environment for

the expansion and utilization of EVs, particularly E-bikes, which further accelerated our business growth.

We entered the EV market early and were able to seize the market opportunities to experience rapid growth.

our business in 2018 and were able to leverage the potential created by the thriving E-commerce industry.

Additionally, the COVID-19 pandemic

amplified the demand for online food and essential item deliveries, creating a favorable environment for the expansion and utilization

of EVs, particularly E-bikes, which accelerated our business growth.

While the pandemic has ended, the consumer behaviors and delivery

infrastructure developed during that period continue to support sustained demand for our products.

Brand Reputation:

have a strong brand reputation for consistent delivery of high-quality EV products and excellent customer service.

have a reputation for consistent delivery of high-quality EV products and excellent customer service.

Our brand and retail

2 unchanged sentences

come to recognize our name and trust our services, establishing a loyal customer base for us.

Innovative Products and

We continue to offer innovative, differentiated products and services that help set us apart

from our competitors.

Since 2018, we have launched over 67 new products and introduced new versions to our existing products with upgrades

to design, motor and battery technology.

Additionally, we are developing the Fly E-Bike app, which will be used by customers to better

manage and enjoy their riding experience.

We are also developing the Fly E-Bike Care, an extended warranty program that will provide value-added

options for our customers in the near future.

Innovative Products

and Services:

We continue to offer innovative, differentiated products and services that help set us apart from our competitors.

Since 2018, we have launched over 67 new products and introduced new versions to our existing products with upgrades to design, motor

and battery technology.

Additionally, we are developing the Fly E-Bike app, which will be used by customers to better manage and enjoy

their riding experience.

Our Strategies

3 unchanged sentences

as a leader in urban mobility:

We believe we are one of the leading providers of urban mobility solutions

for New York City, particularly for food and package delivery workers.

We intend to leverage this first mover advantage to continue

to solidify our market leadership, by enhancing our brand, continuing to innovate, growing our product and service portfolio and expanding

our sales network.

We believe we are one of the leading providers of urban mobility solutions for New York City,

particularly for food and package delivery workers.

While we navigate short-term market challenges, including temporary fluctuations in

consumer sentiment, we remain committed to rebuilding trust through enhanced product safety, continuing to innovate with

solutions like our battery swap system and Go Fly app, growing our service portfolio through our rental program, and expanding

our retail network into key U.S.

Improve brand recognition:

will maintain our commitment to providing exceptional customer service as a means of further enhancing our brand.

We will provide an enhanced

shopping experience by effectively managing and upgrading our retail stores.

In addition, we plan to open more flagship stores in high-traffic

retail locations in New York City and other major cities in the United States to further elevate the quality of our brand messaging.

Furthermore, we plan to increase our offerings of accessories, such as introducing more style options to our branded apparel, to further

strengthen our customers’ connection to Fly E-Bike.

We also intend to collaborate with other lifestyle brands across different industries

to further promote our brand image.

We will maintain our commitment to providing exceptional customer service as a means of further enhancing our brand.

We will provide

an enhanced shopping experience by effectively managing and upgrading our retail stores.

In addition, we plan to increase our offerings

of accessories, such as introducing more style options to our branded apparel, to further strengthen our customers’ connection to

We also intend to collaborate with other lifestyle brands across different industries to further promote our brand image.

Continue our innovation:

will persist in advancing our product line by incorporating cutting-edge design, optimizing user experience and delivering optimal performance.

We are developing our Fly E-Bike app, which we plan to include functions to improve the communication between our customers and our products.

Additionally, we plan to launch Fly E-Bike Care in the near future, a service designed to function as an insurance policy and provide

customers with continuous maintenance services beyond the manufacturer and battery warranty period.

We will persist in advancing our product line by incorporating cutting-edge design, optimizing user experience and delivering

optimal performance.

We are developing our Fly E-Bike app, which we plan to include functions to improve the communication between our

customers and our products.

Expand our sales network:

plan to expand our sales network internationally.

We intend to enter selected overseas markets that offer identified growth opportunities

and favorable government policies, such as South America and Europe.

As of July 15, 2025, we operate one store in Canada and 19 retail

stores in the United States, spanning across the states of New York, Massachusetts, Maryland, Florida, Washington D.C., California

and New Jersey.

We also operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers

in the United States.

In addition, we plan to open a second online store focusing on selling gas bikes in the future.

We plan to expand our sales network internationally.

We intend to enter selected overseas markets that offer identified growth

opportunities and favorable government policies, such as South America and Europe.

As of July 23, 2026, we operate 4 retail stores in

the United States, spanning across the states of New York, Massachusetts, Washington D.C., and California.

We also operate one

online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States.

Diversify our service

We are planning to broaden our business by leveraging our existing retail stores as logistics

hubs for small package delivery.

We are currently trying to seek business partners, assemble a delivery team and develop an app for the

delivery business.

We are planning to broaden our business by leveraging our existing retail stores as logistics hubs for small package

We are currently trying to seek business partners, assemble a delivery team and develop an app for the delivery business.

We offer a diverse product

5 unchanged sentences

E-motorcycles

Our E-motorcycle category consists

of 27 different products, which include a range of E-moped, E-motorcycle and E-tricycle.

Our E-moped product line is

one of our most popular, featuring a range of eight different models.

Our E-motorcycle category

consists of 27 different products, which include a range of E-moped and E-tricycle.

Our E-moped product line

is one of our most popular, featuring a range of eight different models.

Our E-mopeds can run an average of 20-70 miles on a single

10 unchanged sentences

requires no clutch or gears, making them easy to operate for almost anyone.

We also offer E-motorcycles

that are designed for urban commuting and city riding, offering a range of 25-80 miles on a single charge and a top speed of 30-59

miles per hour.

They have a payload capacity of 160-400 pounds and feature a powerful electric motor with multiple riding modes to

Additionally, our E-motorcycles are equipped with advanced safety features, including anti-lock brakes and a high-performance

suspension system, ensuring optimal handling and rider safety.

(Fly-Tricycle)

25 unchanged sentences

(Sword Fish E-Bike)

Our standard E-bikes are designed

to be lightweight and come in a variety of different outlook designs, with multiple speed options to choose from.

They offer a range of 20-60

miles on a single charge, with a top speed range of 15-32 miles per hour, and have a payload capacity of 180-250 pounds.

Our standard E-bikes are

designed to be lightweight and come in a variety of different outlook designs, with multiple speed options to choose from.

a range of 20-60 miles on a single charge, with a top speed range of 15-32 miles per hour, and have a payload capacity of 180-250

Our E-scooter segment currently

12 unchanged sentences

Accessories and spare parts

We offer a comprehensive line

of Fly E-Bike branded accessories and spare parts.

We offer a comprehensive

line of Fly E-Bike branded accessories and spare parts.

We also sell traditional bikes.

For accessories, we offer riding

gear, such as raincoats, gloves and knee pads, and accessories that can be installed on our products to enhance their functionality, such

as storage baskets and tail boxes, smart phone holders, backrests and locks, among others.

For accessories, we offer

riding gear, such as raincoats, gloves and knee pads, and accessories that can be installed on our products to enhance their functionality,

such as storage baskets and tail boxes, smart phone holders, backrests and locks, among others.

We also sell branded apparel.

2 unchanged sentences

Fly E-Bike App

We are currently developing

the Fly E-Bike app, which is a management service mobile software for our EVs.

We aim to design an app that will bring users a comprehensive

intelligent experience to create a safer and more satisfying riding life.

We are currently in the process

of developing the Fly E-Bike app, which is a management service mobile software for our EVs, enabling customers to purchase bikes, locate

company stores, schedule bike repairs, and more.

We aim to design an app that will bring users a comprehensive intelligent experience

to create a safer and more satisfying riding life.

The development of the app is still in its preliminary stage.

We have launched a testing version of the app, which is currently unavailable to our customers.

Once development is completed, the app

is expected to include functions such as GPS, navigation, battery and tire pressure management, online shopping, and anti-theft features.

We have launched a testing

version of the app, which is currently unavailable to our customers.

Once development is completed, the app is expected to include functions

such as GPS, navigation, battery and tire pressure management, online shopping, and anti-theft features.

of March 31, 2026, t he development of the app is still in development stage.

After Sales Services

19 unchanged sentences

period, we will replace it free of charge.

Fly E-Bike Care

We plan to launch our value-added

Fly E-Bike Care program in the near future, which will function as an insurance policy to provide customers with continuous maintenance

services beyond the warranty period mentioned above.

This program will be designed to offer a wider range of coverage than the manufacturer

and battery warranties, including accidental damages caused by customers.

Additionally, we intend to add a “Fly E-Bike Care”

feature to our app, which will send maintenance reminders to users based on their driving behavior and mileage.

Manufacturing and Assembly

10 unchanged sentences

This approach enables us to streamline our purchasing process, enhance our negotiating power and maintain better relationships with

We are currently working with

two principal vendors, Xiamen Innolabs Technology Co., Ltd.

(“XFT”) and Depcl Corp.

(previously known as Fly Wing E-Bike Inc.),

We are currently working

with two principal vendors, Depcl Corp.

(previously known as Fly Wing E-Bike Inc.) and Xiamen Innolabs Technology Co., Ltd.

each of which respectively supplied approximately 70% and 19% of our accessories and components during the year ended March 31, 2026.

During the year ended March 31, 2024, our top three principal vendors included Depcl Corp, XFT, and Anhui Ineo International Trading

Co., Ltd., each of which respectively supplied approximately 36%, 21% and 13% accessories and components.

Our principal vendors are responsible

for sourcing all the parts used in our vehicles from various suppliers, and they also oversee the quality control process.

close relationships with our principal vendors to ensure that we have access to high-quality accessories and components for our EVs at

competitive prices and receive reliable and timely deliveries.

We work closely with them to improve our supply chain efficiency and reduce

During the year ended March 31, 2025, our top two principal vendors included Depcl Corp and XFT, each of which respectively supplied

approximately 32% and 42% accessories and components.

Our principal vendors are responsible for sourcing all the parts used in our vehicles

from various suppliers, and they also oversee the quality control process.

We maintain close relationships with our principal vendors

to ensure that we have access to high-quality accessories and components for our EVs at competitive prices and receive reliable and timely

We work closely with them to improve our supply chain efficiency and reduce costs.

Our centralized vendor management

6 unchanged sentences

chain disruptions, which can have a significant impact on our business operations.

After importing the accessories

and components, we assemble them into our vehicles in a leased facility located in Maspeth, New York.

For the year ended March 31,

2025, we produced 4,595 E-motorcycles, 5,974 E-bikes and 1,557 E-scooters .

For the year ended March 31, 2024, we produced 8,390

E-motorcycles, 7,638 E-bikes and 3,171 E-scooters.

After importing the accessories and components, we assemble them into

our vehicles in a leased facility located in Maspeth, New York.

For the year ended March 31, 2026, we assembled 2,714 E-motorcycles,

6,722 E-bikes and 1,830 E-scooters.

For the year ended March 31, 2025, we assembled 4,595 E-motorcycles, 5,974 E-bikes and 1,557

Quality Control

11 unchanged sentences

process and other quality control procedures.

the samples that meet the requirements are confirmed by XFT and us, they will be sealed as golden samples, and mass production is required

samples that meet the requirements are confirmed by XFT and us, they will be sealed as golden samples, and mass production is required

to follow the golden sample standard.

33 unchanged sentences

of users that will promote awareness of our brand.

One key component of our strategy

is to expand our presence on social media platforms.

One key component of our

strategy is to expand our presence on social media platforms.

We currently have accounts on Facebook, Instagram, TikTok, Xiaohongshu (Rednote),

9 unchanged sentences

gained significant visibility among food delivery workers in New York City, who make up the majority of our customer base.

The increasing

trend of people ordering food delivery, particularly during and after the COVID-19 lockdown, has contributed to the widespread visibility

of our products in the cities.

in food delivery services, which was accelerated during the COVID-19 pandemic, has contributed to the widespread visibility of our products

in the cities.

Our Distribution Channels

3 unchanged sentences

Out of our 4 retail stores

in the United States, nine are situated in New York, while four are in New Jersey, two in Florida, one in Maryland, one in Massachusetts,

one in California and one in Washington, D.C.

We also operate one retail store in Canada.

Our retail stores adopt a consistent design

and layout and provide a consistent shopping experience.

We closely monitor the sales performance, service level and activities within

our retail stores.

We will continue to collect store operation data such as consumer traffic flow and traffic flow sources, test drive

frequencies and sales conversion rate.

This information helps us adjust store-specific retailing and marketing strategies, thereby increasing

per store sales.

in the United States, one is situated in New York, one in Massachusetts, one in California and one in Washington, D.C.

Our retail stores adopt a consistent design and layout and provide a consistent shopping experience.

We closely monitor the sales performance,

service level and activities within our retail stores.

We will continue to collect store operation data such as consumer traffic flow

and traffic flow sources, test drive frequencies and sales conversion rate.

This information helps us adjust store-specific retailing

and marketing strategies, thereby increasing per store sales.

In terms of our distributors,

9 unchanged sentences

purchased on our website, flyebike.com.

In addition, we plan to open a second online store focusing on selling gas bikes in the future.

We have adopted an online to

offline model that enables us to seamlessly integrate the online and offline networks to provide a cohesive and consistent experience

We have adopted an online

to offline model that enables us to seamlessly integrate the online and offline networks to provide a cohesive and consistent experience

to our customers.

6 unchanged sentences

and promotional activities.

Due to our strong brand image, loyal customer base and evolving product portfolio, we believe there are significant

Due to our strong brand image, loyal customer base and evolving product portfolio, we believe there are

growth opportunities across these channels.

1 unchanged sentence

2026 and 2025.

The majority of our customers are food delivery workers in New York City.

This group constitutes approximately 72%

and 70% of our customer base for the year ended March 31, 2025 and 2024, respectively.

Environmental Matters

5 unchanged sentences

of our assembling processes, we may use materials or generate waste that are subject to these Environmental Laws.

We endeavor to adhere to all

applicable Environmental Laws and act as necessary to comply with these laws.

We maintain an environmental and safety program at our facilities.

The environmental and safety program includes obtaining environmental permits as required, capturing and appropriately disposing of any

waste by-products, tracking hazardous waste generation and disposal, air emissions, safety situations, material safety data sheet management,

storm water management and recycling, and auditing and reporting on its compliance.

We endeavor to adhere to

all applicable Environmental Laws and act as necessary to comply with these laws.

We maintain an environmental and safety program at our

The environmental and safety program includes obtaining environmental permits as required, capturing and appropriately disposing

of any waste by-products, tracking hazardous waste generation and disposal, air emissions, safety situations, material safety data sheet

management, storm water management and recycling, and auditing and reporting on its compliance.

Intellectual Property

5 unchanged sentences

the name “FLY E-BIKE” and our logo, and one trademark in Panama covering the name “FLY E-BIKE”.

All these trademarks

are effective from 2022 to 2033.

Other than the trademarks mentioned

above, we do not own any patents, copyrights or other intellectual property registrations in the United States.

We plan to seek further

intellectual property registrations in the United States in the future.

We currently also seek to protect our trade secrets and other

proprietary information through common law copyright and trademark principles.

Other than the trademarks

mentioned above, we do not own any patents, copyrights or other intellectual property registrations in the United States.

to seek further intellectual property registrations in the United States in the future.

We currently also seek to protect our trade

secrets and other proprietary information through common law copyright and trademark principles.

There are numerous companies

13 unchanged sentences

which we operate are in their infancy and highly competitive, and we may not be successful in competing in this industry .”

We are subject to a wide variety

of laws and regulations in the United States.

These laws and regulations govern various items directly or indirectly related to our

business, such as labor and employment, anti-discrimination, product liability, vehicle defects, vehicle maintenance and repairs, personal

injury, rider text messaging, service payments, consumer protection, taxation, privacy, data security, intellectual property, competition,

They are often

complex and subject to varying interpretations, in many cases due to their lack of specificity.

As a result, their application in practice

may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing

bodies, such as federal, state, and local administrative agencies.

We are subject to a wide

variety of laws and regulations in the United States.

These laws and regulations govern various items directly or indirectly related

to our business, such as labor and employment, anti-discrimination, product liability, vehicle defects, vehicle maintenance and repairs,

personal injury, rider text messaging, service payments, consumer protection, taxation, privacy, data security, intellectual property,

competition, terms of service, mobile application accessibility, insurance, money transmittal, and environmental, health and safety.

are often complex and subject to varying interpretations, in many cases due to their lack of specificity.

As a result, their application

in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory

and governing bodies, such as federal, state, and local administrative agencies.

The micromobility industry

5 unchanged sentences

from conducting our business in certain jurisdictions.

Our products may also be subject

to various environmental, health, and safety regulations, including, but not limited to, those regarding product safety and waste management.

For example, we are subject to environmental laws and regulations regarding the handling and disposal of hazardous substances and solid

wastes, including electronic wastes and batteries.

These laws regulate the generation, storage, treatment, transportation and disposal

of solid and hazardous waste, and may impose strict, joint and several liability for the investigation and remediation of areas where

hazardous substances may have been released or disposed.

For instance, the Comprehensive Environmental Response, Compensation and Liability

Act of 1980, as amended (“CERCLA”) and comparable state laws impose liability, without regard to fault or the legality

of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment.

These persons include current and prior owners or operators of the site where the release of the hazardous substance occurred as well

as companies that disposed or arranged for the disposal of hazardous substances found at the site.

Under CERCLA, these persons may be

subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment,

for damages to natural resources, and for the costs of certain health studies.

CERCLA also authorizes the Environmental Protection Agency

(“EPA”) and, in some instances, third parties to act in response to threats to the public health or the environment and seek

to recover costs incurred from the responsible classes of persons.

In the course of ordinary operations, we, through third parties and

contractors, may handle hazardous substances within the meaning of CERCLA and similar state statutes and, as a result, may be jointly

and severally liable for all or part of the costs required to clean up sites at which these hazardous substances have been released into

the environment.

We may also be subject to the

Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes for the generation, storage, or disposal of

solid wastes, which may include hazardous wastes.

RCRA regulates both solid and hazardous wastes, but, in particular, imposes strict requirements

on the generation, storage, treatment, transportation and disposal of hazardous wastes.

In addition, federal and state laws may require

or otherwise regulate the reuse and recycling of batteries, including lead-acid and lithium-ion batteries, used in our products.

Our products may also be

subject to various environmental, health, and safety regulations, including, but not limited to, those regarding product safety and waste

For example, we are subject to environmental laws and regulations regarding the handling and disposal of hazardous substances

and solid wastes, including electronic wastes and batteries.

These laws regulate the generation, storage, treatment, transportation and

disposal of solid and hazardous waste, and may impose strict, joint and several liability for the investigation and remediation of areas

where hazardous substances may have been released or disposed.

For instance, the Comprehensive Environmental Response, Compensation and

Liability Act of 1980, as amended (“CERCLA”) and comparable state laws impose liability, without regard to fault

or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the

These persons include current and prior owners or operators of the site where the release of the hazardous substance occurred

as well as companies that disposed or arranged for the disposal of hazardous substances found at the site.

Under CERCLA, these persons

may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into

the environment, for damages to natural resources, and for the costs of certain health studies.

CERCLA also authorizes the Environmental

Protection Agency (“EPA”) and, in some instances, third parties to act in response to threats to the public health or the

environment and seek to recover costs incurred from the responsible classes of persons.

In the course of ordinary operations, we, through

third parties and contractors, may handle hazardous substances within the meaning of CERCLA and similar state statutes and, as a result,

may be jointly and severally liable for all or part of the costs required to clean up sites at which these hazardous substances have been

released into the environment.

We may also be subject to

the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes for the generation, storage, or disposal

of solid wastes, which may include hazardous wastes.

RCRA regulates both solid and hazardous wastes, but, in particular, imposes strict

requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes.

In addition, federal and state laws

may require or otherwise regulate the reuse and recycling of batteries, including lead-acid and lithium-ion batteries, used in our products.

Certain of our products are

14 unchanged sentences

Additionally, in January

the National Park Service (NPS) issued a proposed rule to restrict the operation of powered micromobility devices within federal parks

to designated routes and signed zones.

2025, the National Park Service (NPS) issued a proposed rule to restrict the operation of powered micromobility devices within federal

parks to designated routes and signed zones.

If finalized, this rule may limit where our vehicles can operate and require updated operational

8 unchanged sentences

vehicles that are uncertified or that contain an emission-related defect and may also impose fines or penalties on the manufacturer.

In addition, some of our products

may be subject to local laws and regulations.

In addition, some of our

products may be subject to local laws and regulations.

For instance, in March 2023, the New York City Council amended its administrative

10 unchanged sentences

registration and license plates for e-bikes and e-scooters.

Additionally, because we receive,

use, transmit, disclose, and store personally identifiable information and other data relating to users on our platform, we are subject

to numerous local, municipal, state, federal, and international laws and regulations that address privacy, data protection, and the collection,

storing, sharing, use, transfer, disclosure, and protection of certain types of data.

Such regulations include the Controlling the Assault

of Non-Solicited Pornography and Marketing Act, the Telephone Consumer Protection Act of 1991, the U.S.

Federal Health

Insurance Portability and Accountability Act of 1996 and Section 5(a) of the Federal Trade Commission Act of 1914.

Additionally, because we

receive, use, transmit, disclose, and store personally identifiable information and other data relating to users on our platform, we are

subject to numerous local, municipal, state, federal, and international laws and regulations that address privacy, data protection, and

the collection, storing, sharing, use, transfer, disclosure, and protection of certain types of data.

Such regulations include the Controlling

the Assault of Non-Solicited Pornography and Marketing Act, the Telephone Consumer Protection Act of 1991, the U.S.

Health Insurance Portability and Accountability Act of 1996 and Section 5(a) of the Federal Trade Commission Act of 1914.

We sell and distribute our

4 unchanged sentences

results of operations or financial condition.

As of July 15, 2025, we had

64 employees, consisting of 35 full-time employees and 29 part-time employees.

As of July 23, 2026, we had 12 employees, consisting of 12 full-time

employees and nil part-time employees.

Our employees are not represented

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business