What changed in this filing

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Item 9A. Controls and Procedures

2026-07-23 compared with 2025-07-15 · 1738 added, 1814 removed, 800 unchanged (82% of the section changed)

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maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us

in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal

executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Disclosure controls and

procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in

the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive

officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our

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weaknesses that have been identified in internal control over financial reporting included our lack of (i) sufficient financial reporting

and accounting personnel with appropriate knowledge of generally accepted accounting principles in the United States of America (the

and accounting personnel with appropriate knowledge of generally accepted accounting principles in the United States of America (the “U.S.

GAAP”) and SEC reporting requirements to properly address complex U.S.

GAAP accounting issues and to prepare and review

our consolidated financial statements and related disclosures to fulfill U.S.

GAAP and SEC financial reporting requirements, (ii) formal

internal control policies and internal independent supervision functions to establish formal risk assessment process and internal control

framework, and (iii) sufficient controls designed and implemented in IT environment and IT general control activities, which are mainly

associated with areas of logical access management, change management, computer operation, service organization management as well as

cyber security management.

To remediate the material weaknesses, we have engaged a third party consultant to perform internal review

and assist us to set up more reliable internal control processes.

GAAP accounting issues and to prepare and review our consolidated

financial statements and related disclosures to fulfill U.S.

GAAP and SEC financial reporting requirements, (ii) formal internal control

policies and internal independent supervision functions to establish formal risk assessment process and internal control framework, and

(iii) sufficient controls designed and implemented in IT environment and IT general control activities, which are mainly associated with

areas of logical access management, change management, computer operation, service organization management as well as cyber security management.

To remediate the material weaknesses, we have engaged a third party consultant to perform internal review and assist us to set up more

reliable internal control processes.

The consultant commenced work in February 2025.

We have begun organizing

regular training programs for our accounting personnel, with a focus on U.S.

GAAP and SEC reporting requirements, in order to improve

the competence and awareness of our finance team.

In addition, we plan to enhance our IT infrastructure by outsourcing our IT department

to a provider to manage PC operations and system monitoring.

Furthermore, we are developing and plan to implement an enterprise resource

planning system to streamline sales, inventory, financial reporting, and order management.

We will devote resources to remediate these

material weaknesses as we grow and such resources required for implementing proper internal controls for financial reporting are available.

We have begun organizing regular training programs

for our accounting personnel, with a focus on U.S.

GAAP and SEC reporting requirements, in order to improve the competence and awareness

of our finance team.

In addition, we plan to enhance our IT infrastructure by outsourcing our IT department to a provider to manage PC

operations and system monitoring.

Furthermore, we are developing and plan to implement an enterprise resource planning system to streamline

sales, inventory, financial reporting, and order management.

We will devote resources to remediate these material weaknesses as we grow

and such resources required for implementing proper internal controls for financial reporting are available.

have performed testing to evaluate the operating effectiveness of these remediation measures.

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Other than the additional

controls added to the revenue process, there was no change in our internal control over financial reporting that occurred during the

fourth quarter of March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

controls added to the revenue process, there was no change in our internal control over financial reporting that occurred during the fourth

quarter of March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial

Our disclosure controls and

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trading policy.

Our insider trading policy is filed as an exhibit to this annual report and is

incorporated herein by reference.

Our insider trading policy is filed as an exhibit to this annual report and is incorporated

herein by reference.

Disclosure Regarding Foreign Jurisdiction

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Executive Officers and Directors

Set forth below is certain information with respect

to our directors and executive officers:

Chairman of the Board and Chief Executive Officer

Set forth below is certain

information with respect to our directors and executive officers:

Chief Executive Officer

Director and Chief Financial Officer

Chief Operating Officer

Chief Human Resource Officer

Zanfeng Zhang

Set forth below is biographical information about

each of the individuals named in the table above:

Zhou Ou, Founder, Chairman of the Board

and Chief Executive Officer.

Ou founded Fly E-Bike in 2018 and has since served as our Chairman of the Board and Chief

Executive Officer (“CEO”).

Dongperez Hua

Chun Min (Max) Lin

Set forth below is biographical

information about each of the individuals named in the table above:

Zhou Ou, Founder, Chief

Executive Officer.

Ou founded Fly E-Bike in 2018 and has since served as our Chief Executive Officer (“CEO”).

Before founding Fly E-Bike, Mr.

Ou operated a motorcycle repair business for over eight years,

and previously held a managerial position at a food delivery company.

Ou operated a motorcycle repair business for over eight years, and previously held a managerial

position at a food delivery company.

We believe that Mr.

Ou’s prior experience in the motorcycle

industry and his understanding of the delivery industry, combined with his tenure at our company, qualifies him to serve as our Chairman

of the Board.

Shiwen Feng, Director and Chief Financial

Feng has served as our Chief Financial Officer and a director since November 2024.

Feng is an experienced

financial professional with a background in corporate finance, corporate tax management, and project oversight.

From October 2021

to October 2024, Ms.

Feng served as the manager at PJMG LLC, a consulting services company, where she was responsible for overseeing

financial planning, managing corporate structuring, and ensuring compliance with financial regulations.

Prior to that, from September 2019

to July 2021, Ms.

Feng worked at DGLG Accounting & Tax LLC, an accounting and financial consulting company, first as a

staff member assisting with corporate formations, tax compliance, and payroll management, and later as a manager, focusing on financial

reporting, monthly bookkeeping, and corporate tax filings.

She earned her Master’s degree in Accounting from the Frank G.

School of Business at Hofstra University in 2020 and her Bachelor’s degree in Accounting from Henan University in China in 2019.

Feng was selected to serve as a member of our board of directors because of her experience in the financial services industry.

Rui Feng, Chief Operating Officer.

joined us as a retail store manager in 2018 and was responsible for overseeing our supply chain, implementing effective customer strategies,

and ensuring legal compliance.

He has served as our Chief Operating Officer since December 2022.

Prior to joining us, Mr.

owned and operated a restaurant for four years, which provided him with valuable experience in managing a business.

Ke Zhang, Chief Human Resource Officer.

Zhang has served as our Chief Human Resource Officer since December 2022.

Zhang previously served as our

director and resigned from this position on September 1, 2023.

He joined us as a retail store manager in 2018, where he was responsible

for overseeing various HR functions, including recruiting, employee training and development and managing our benefits system.

Bin Wang, Director.

has served as a director since June 2024.

Wang has over 30 years of management experience in the financial industry.

He currently serves as the Managing Director of Eon Capital International Ltd, a Hong Kong corporate advisory service company.

has also been a member of the board of directors of Maison Solutions Inc., a Nasdaq-listed company, since 2023.

Previously, from 2018

Wang was the Chairman and CEO of Alberton Acquisition Corp., a Nasdaq-listed company.

From 2010 to 2012, he served

as Independent Board Director in Sky Digital Stores Corp.

SKYC), participating in the company’s public listing process.

From 2007 to 2018, Mr.

Wang provided corporate advisory services to dozens of corporate clients in the US and Asia.

began his financial career at Chemical Bank in 1994 when he served as a commercial banking manager for the bank’s Asian market.

From 1996 to 2000, he served as Vice President and Team Leader of Chase International Financial Services, to promote the bank’s

business in Asia-Pacific region.

After Chase merged with JPMorgan in 2000, Mr.

Wang continued to work at JPMorgan Chase until late

2006, playing a wide range of management roles in the development and growth of international business.

Wang graduated from

Northwestern Polytechnic University in 1980, obtained his Master of Science degree in Mechanical Engineering from Xi’an Jiaotong

University in 1983, and earned his Master of Arts degree in economics from Illinois State University in 1992.

Wang was selected

to serve as a member of our board of directors because of his extensive senior-level management experience in the financial services

industry and his profound knowledge of our business and the industry as a whole.

Lun Feng, Director.

has served as a director since June 2024.

Since August 2015, Mr.

Feng has held the position of executive director at Si

Fang Yu Feng Investment Co., Ltd., a Chinese investment management company.

From June 2009 to June 2021, he served as the chairman

of the board of directors at Beijing Wan Tong Li Ti Zhi Cheng Investment Co., Ltd., a Chinese investment management company.

Additionally,

Feng currently serves as an independent director at three public companies listed on the Shanghai Stock Exchange and Shenzhen

Stock Exchange.

These companies include Bank of Xi’an Co., Ltd., Shanghai Xinnanyang Only Education and Technology Co., Ltd., and

Bona Film Group Co., Ltd.

Feng received his bachelor’s degree in political economy from Northwest University (China) in

Feng was selected to serve as a member of our board of directors because of his extensive senior-level management experience

of public companies, his board experience and his extensive knowledge of our business and industry.

Zanfeng Zhang, Director.

has served as a director since August 2024.

Zhang has over 25 years of experience in finance and investment management.

Since November 2017, he has served as Managing Director at IDG Capital, an investment and asset management company, where he oversees

post-investment management and risk control.

From August 2014 to July 2017, Mr.

Zhang co-founded and served as the Chief

Financial Officer of Beijing Jiufang Rugao Information Technology Co., Ltd., an internet startup providing community-based online-to-offline

(O2O) life services and a fresh produce B2C (business-to-consumer) platform, where he oversaw financing activities.

Prior to that, he

co-founded and served as Chief Operating Officer of Beijing Panteng Technology Co., Ltd., a smart hardware startup, from September 2013

to August 2014, where he secured early-stage funding and led its market expansion.

Earlier in his career, Mr.

Zhang held senior

financial roles at Ruijing Hengtong (Beijing) Investment Consulting Co., Ltd.

from July 2008 to August 2013, and at Peugeot

China Co., Ltd.

from June 2003 to July 2008.

Zhang holds a Master’s degree in Business Management from Paris

1 Panthéon-Sorbonne University and a Bachelor’s degree in Accounting from East China Jiaotong University.

was selected to serve on the Board due to his extensive expertise in finance and investment management.

Information about the Board of

Ou’s prior experience in the motorcycle industry and his understanding

of the delivery industry, combined with his tenure at our company, qualifies him to serve as our CEO.

Lisa Fan, Director

and Chief Financial Officer.

Fan has served as our Chief Financial Officer (“CFO”) and a member of our board of

directors since September 2025.

Fan has served as a financial consultant at Baizan Consulting Firm from May 2022 to May 2025 where

she led financial structuring and initial-public-offering readiness planning for private enterprises.

Before that, she was the Director

of Internal Audit at Souche Group from July 2019 to April 2022 where she managed the financial system reconstruction and internal control

compliance, and intermediary coordination and data preparation for listing for both U.S.

and Hong Kong markets.

Fan earned her bachelor’s

degree from Zhejiang Institute of Finance and Economics in 2000.

Fan holds a certificate from Chinese Institute of Certified Public

Leqi Dong, Director.

Dong has served as a member of our board of directors since September 2025, and serves as the Chairman of our Audit Committee.

Dong has served as the real estate bridge loan originator and fund manager at Golden Harbor Capital LLC since September 2018, where

he founded and managed a private real estate debt fund.

Dong earned his bachelor’s degree from Brauch College, Zichlin School

of Business in 2013.

Dongperez Hua, Director.

Hua has served as a member of our board of directors since October 2025, and serves as the Chairman of our Nominating

and Corporate Governance Committee.

Hua has served as the senior manager to Joyor Vehicles Co., Ltd.

from November 2015 to December

2024 where he managed the research, development, manufacturing and sales of electric vehicles, led more than 100 staffs, and supported

the company’s expansion to Europe and North America.

Hua earned his bachelor’s degree of Business Administration degree

from Zhuhai College of Science & Engineering in 1995.

Chun Min (Max) Lin,

Lin has served as a member of our board of directors since October 2025, and serves as the Chairman of our

Compensation Committee.

Lin has served as the product director for Spinnr Tech Ltd.

from September 2022 to present.

Prior to that,

Lin served as the product director for Royce Tech Ltd.

from June 2020 to August 2022.

Lin earned his master’s degree in

graphic communication management and technology from New York University in 2022 and his bachelor’s degree in advertising and strategic

marketing from Ming Chuan University (Taiwan) in 1999.

Information about the Board of Directors

Our board of directors oversees

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executives, by reading the reports and other materials that we send them, and by participating in board and committee meetings.

hold office until their successors have been elected and qualified or until he or she resigns or have been removed or disqualified.

Our board of directors are

divided into three classes of directors, with the classes as nearly equal in number as possible, and with the directors serving three-year

The term of office of the Class I director, consisting of Lun Feng, will expire at our 2025 annual meeting of stockholders.

term of office of the Class II directors, consisting of Zanfeng Zhang and Bin Wang, will expire at our 2026 annual meeting of stockholders.

The term of office of the Class III directors, consisting of Zhou Ou and Shiwen Feng, will expire at our 2027 annual meeting of stockholders.

As a result, approximately one-third of our board of directors will be elected each year.

The classification of directors will have the

effect of making it more difficult for stockholders to change the composition of our board of directors.

Our amended and restated

bylaws also provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances,

the number of directors will be fixed exclusively pursuant to a resolution adopted by our board of directors.

Directors hold office for

a term expiring at the next Annual Shareholders’ Meeting (“ASM”) and until their successors have been elected and qualified

or until he or she resigns or have been removed or disqualified.

The position of each director is up for re-election each year at the

Our amended and restated bylaws also provide that, subject to any rights of holders of preferred stock to elect additional directors

under specified circumstances, the number of directors will be fixed exclusively pursuant to a resolution adopted by our board of directors.

Committees of the Board of Directors

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Audit Committee.

Our Audit Committee

consists of three independent directors.

The members of the Audit Committee are Bin Wang, Lun Feng and Zanfeng Zhang, with Mr.

serving as the committee chair.

Audit Committee consists of three independent directors.

The members of the Audit Committee are Leqi Dong, Dongperez Hua, and Chun Min

(Max) Lin, with Leqi Dong serving as the committee chair.

The Audit Committee consists exclusively of directors who are financially literate.

considered an “audit committee financial expert” as defined by the SEC’s rules and regulations.

Leqi Dong is considered an “audit committee financial expert” as defined by the SEC’s rules and regulations.

The Audit Committee responsibilities

● overseeing the compensation and work of and performance by

our independent auditor and any other registered public accounting firm performing audit, review or attestation services for us;

● engaging, retaining and terminating our independent auditor

and determining the terms thereof;

● assessing the qualifications, performance and independence

of the independent auditor;

● evaluating whether the provision of permitted non-audit services

is compatible with maintaining the auditor’s independence;

● reviewing and discussing the audit results, including any

comments and recommendations of the independent auditor and the responses of management to such recommendations;

● reviewing and discussing the annual and quarterly financial

statements with management and the independent auditor;

● producing a committee report for inclusion in applicable

● reviewing the adequacy and effectiveness of internal controls

and procedures;

● establishing procedures regarding the receipt, retention

and treatment of complaints received regarding the accounting, internal accounting controls, or auditing matters and conducting or authorizing

investigations into any matters within the scope of the responsibility of the Audit Committee;

● reviewing transactions with related persons for potential

conflict of interest situations.

overseeing the compensation and work of and performance by our independent auditor and any other registered public accounting firm performing audit, review or attestation services for us;

engaging, retaining and terminating our independent auditor and determining the terms thereof;

assessing the qualifications, performance and independence of the independent auditor;

evaluating whether the provision of permitted non-audit services is compatible with maintaining the auditor’s independence;

reviewing and discussing the audit results, including any comments and recommendations of the independent auditor and the responses of management to such recommendations;

reviewing and discussing the annual and quarterly financial statements with management and the independent auditor;

producing a committee report for inclusion in applicable SEC filings;

reviewing the adequacy and effectiveness of internal controls and procedures;

establishing procedures regarding the receipt, retention and treatment of complaints received regarding the accounting, internal accounting controls, or auditing matters and conducting or authorizing investigations into any matters within the scope of the responsibility of the Audit Committee;

reviewing transactions with related persons for potential conflict of interest situations.

Compensation Committee.

Our Compensation

Committee consists of three independent directors.

The members of the Compensation Committee are Lun Feng, Bin Wang and Zanfeng Zhang,

Feng serving as the committee chair.

Our Compensation Committee consists of three independent directors.

The members of the Compensation Committee are Leqi Dong, Dongperez

Hua, and Chun Min (Max) Lin, with Chun Min (Max) Lin serving as the committee chair.

The committee has primary responsibility for:

● reviewing and recommending all elements and amounts of compensation

for each executive officer, including any performance goals applicable to those executive officers;

● reviewing and recommending for approval the adoption, any

amendment and termination of all cash and equity-based incentive compensation plans;

● once required by applicable law, causing to be prepared a

committee report for inclusion in applicable SEC filings;

● approving any employment agreements, severance agreements

or change of control agreements that are entered into with the CEO and certain executive officers;

● reviewing and recommending the level and form of non-employee

director compensation and benefits.

Nominating and Governance Committee.

Nominating and Governance Committee consists of three independent directors.

The members of the Nominating and Governance Committee are

Zanfeng Zhang, Bin Wang and Lun Feng, with Mr.

Zhang serving as the committee chair.

The Nominating and Governance Committee’s

responsibilities include:

reviewing and recommending all elements and amounts of compensation for each executive officer, including any performance goals applicable to those executive officers;

reviewing and recommending for approval the adoption, any amendment and termination of all cash and equity-based incentive compensation plans;

once required by applicable law, causing to be prepared a committee report for inclusion in applicable SEC filings;

approving any employment agreements, severance agreements or change of control agreements that are entered into with the CEO and certain executive officers;

reviewing and recommending the level and form of non-employee director compensation and benefits.

Nominating and Governance

The Nominating and Governance Committee consists of three independent directors.

The members of the Nominating and

Governance Committee are Leqi Dong, Dongperez Hua, and Chun Min (Max) Lin, with Dongperez Hua serving as the committee chair.

The Nominating

and Governance Committee’s responsibilities include:

recommending persons for election as directors by the stockholders;

● recommending persons for appointment as directors to the

extent necessary to fill any vacancies or newly created directorships;

● reviewing annually the skills and characteristics required

of directors and each incumbent director’s continued service on the board;

recommending persons for appointment as directors to the extent necessary to fill any vacancies or newly created directorships;

reviewing annually the skills and characteristics required of directors and each incumbent director’s continued service on the board;

reviewing any stockholder proposals and nominations for directors;

● advising the board of directors on the appropriate structure

and operations of the board and its committees;

advising the board of directors on the appropriate structure and operations of the board and its committees;

reviewing and recommending standing board committee assignments;

● developing and recommending to the board Corporate Governance

Guidelines, a Code of Business Conduct and Ethics and other corporate governance policies and programs and reviewing such guidelines,

code and any other policies and programs at least annually;

● making recommendations to the board as to determinations

of director independence;

● making recommendations to the board regarding corporate governance

based upon developments, trends, and best practices.

developing and recommending to the board Corporate Governance Guidelines, a Code of Business Conduct and Ethics and other corporate governance policies and programs and reviewing such guidelines, code and any other policies and programs at least annually;

making recommendations to the board as to determinations of director independence;

making recommendations to the board regarding corporate governance based upon developments, trends, and best practices.

The Nominating and Governance

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executive officers have been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business

of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to

any conviction in a criminal proceeding or being subject to a pending

criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting

his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking

or securities activities;

being found by a court of competent jurisdiction in a civil action,

the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment

has not been reversed, suspended, or vacated;

being subject of, or a party to, any federal or state judicial or administrative

order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal

or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies,

or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently

reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association,

entity or organization that has disciplinary authority over its members or persons associated with a member.

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Business Conduct and Ethics

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principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code

is made available in the Corporate Governance section of our website, which is located at flyebike.com.

Our stockholders are also able

to review these documents by accessing our public filings at the SEC’s website at www.sec.gov .

If we make any substantive

amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature

of such amendment or waiver on our website or in a current report on Form 8-K filed with the SEC.

A copy of the code is

made available in the Corporate Governance section of our website, which is located at flyebike.com.

Our stockholders are also able to

review these documents by accessing our public filings at the SEC’s website at www.sec.gov .

If we make any substantive amendments

to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such

amendment or waiver on our website or in a current report on Form 8-K filed with the SEC.

Trading Policies

May 3, 2024, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities

by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations,

and applicable Nasdaq listing standards (the “Insider Trading Policy”).

On May 3, 2024, we adopted

insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers

and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq

listing standards (the “Insider Trading Policy”).

Clawback Policy

directors has adopted a clawback policy that covers our executive officers, who are defined as our chief executive officer, president,

chief financial officer, principal accounting officer (or the controller, if no such accounting officer exists), any vice-president in

charge of a significant principal business unit, division, or function (such as sales, administration, or finance), and any other officer

or person who performs a policy-making function.

This clawback

policy pertains to incentive-based compensation, which includes any compensation that is granted, earned, or vested wholly or in part

based on the achievement of a financial reporting measure.

It mandates the recovery of such compensation from an executive officer in

cases where we must prepare an accounting restatement due to material noncompliance with U.S.

financial reporting requirements under

the securities laws.

This includes any necessary restatement to correct an error in previously issued financial statements that is material

to those statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected.

The Compensation

Committee will make determinations regarding “materiality” for the purposes of this policy.

Our board of directors has

adopted a clawback policy that covers our executive officers, who are defined as our chief executive officer, president, chief financial

officer, principal accounting officer (or the controller, if no such accounting officer exists), any vice-president in charge of a significant

principal business unit, division, or function (such as sales, administration, or finance), and any other officer or person who performs

a policy-making function.

This clawback policy pertains

to incentive-based compensation, which includes any compensation that is granted, earned, or vested wholly or in part based on the achievement

of a financial reporting measure.

It mandates the recovery of such compensation from an executive officer in cases where we must prepare

an accounting restatement due to material noncompliance with U.S.

financial reporting requirements under the securities laws.

This includes

any necessary restatement to correct an error in previously issued financial statements that is material to those statements, or that

would result in a material misstatement if the error were corrected in the current period or left uncorrected.

The Compensation Committee

will make determinations regarding “materiality” for the purposes of this policy.

The incentive-based compensation

eligible for recovery under this policy includes compensation received during the three completed fiscal years immediately preceding

the date we are required to prepare an accounting restatement, as outlined above.

This applies provided that the individual served as

an executive officer at any time during the performance period relevant to the incentive-based compensation.

eligible for recovery under this policy includes compensation received during the three completed fiscal years immediately preceding the

date we are required to prepare an accounting restatement, as outlined above.

This applies provided that the individual served as an executive

officer at any time during the performance period relevant to the incentive-based compensation.

Delinquent Section 16(a) Reports

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Name and principal position

Option Awards

Chief Executive Officer

1 unchanged sentence

Zhou Ou, Chief Executive Officer

Ou has entered

into an employment agreement with one of our subsidiaries, FLYEBIKE Inc, dated April 1, 2023.

Ou has entered into

an employment agreement with one of our subsidiaries, FLYEBIKE Inc, dated April 1, 2023.

Under the agreement, Mr.

Ou serves as the Chief Executive Officer of the Company and receives a monthly base salary of $8,333.

He is also entitled to reimbursement

for authorized and reasonable business expenses.

Zhou Ou serves

as the Chief Executive Officer of the Company and receives a monthly base salary of $8,333.

He is also entitled to reimbursement for authorized

and reasonable business expenses.

The agreement allows for at-will termination by either party.

employment is terminated due to death or disability, he or his estate will receive salary and benefits through the termination date.

The Company may terminate the agreement for cause, releasing it from all further obligations except for accrued salary and benefits through

the termination date.

Ou’s employment is terminated

due to death or disability, he or his estate will receive salary and benefits through the termination date.

The Company may terminate

the agreement for cause, releasing it from all further obligations except for accrued salary and benefits through the termination date.

“Cause” includes failure or neglect by Mr.

Ou to perform duties, disobedience to orders, misconduct

such as misappropriation of funds, personal profit from Company transactions, misrepresentation, legal violations, acts involving moral

turpitude or unethical conduct, disloyalty including aiding a competitor, failure to devote full-time efforts to the Company, not working

exclusively for the Company, non-cooperation in investigations, breaches of the employment agreement or the Company rules, and any other

act of misconduct or omission.

Ou to perform duties, disobedience to orders, misconduct such as misappropriation

of funds, personal profit from Company transactions, misrepresentation, legal violations, acts involving moral turpitude or unethical

conduct, disloyalty including aiding a competitor, failure to devote full-time efforts to the Company, not working exclusively for the

Company, non-cooperation in investigations, breaches of the employment agreement or the Company rules, and any other act of misconduct

The agreement includes covenants for non-disclosure, non-solicitation, and non-competition.

For two years

post-termination, Mr.

Ou agrees not to solicit the Company’s customers or engage in competing business activities within New York

In order to support our

operations and allocate more resources towards our development, Mr.

Ou received compensation at the level of a store manager for

the years ended March 31, 2025 and 2024.

Shiwen Feng, Chief Financial Officer

entered into an employment agreement with the Company, dated November 7, 2024.

Under the agreement, Ms.

Feng serves as the

Chief Financial Officer of the Company and receives a monthly base salary of $ $6,667.

She will also be entitled to reimbursement

for authorized and reasonable expenses.

The agreement allows for at-will termination by either party, provided, however, a minimum

of two weeks’ advance written notice is required in the event of resignation by Ms.

Feng’s employment

is terminated due to death or disability, she or her estate will receive salary and benefits through the termination date.

Company may terminate the agreement for cause, releasing it from all further obligations except for accrued salary and benefits

through the termination date.

“Cause” includes failure or neglect by Ms.

Feng to perform duties, disobedience to orders,

misconduct such as misappropriation of funds, personal profit from Company transactions, misrepresentation, legal violations, acts

involving moral turpitude or unethical conduct, disloyalty including aiding a competitor, failure to devote full-time efforts to the

Company, not working exclusively for the Company, non-cooperation in investigations, breaches of the employment agreement or the

Company rules, and any other act of misconduct or omission.

The agreement includes covenants for non-disclosure, non-solicitation,

and non-competition.

For two years post-termination, Ms.

Feng agrees not to solicit the Company’s customers or engage in

competing business activities within New York State.

Feng will not receive any additional compensation as a director in

addition to her compensation as the Chief Financial Officer of the Company.

For two years post-termination,

Ou agrees not to solicit the Company’s customers or engage in competing business activities within New York State.

In order to support our operations

and allocate more resources towards our development, Mr.

Ou received compensation at the level of a store manager for the years

ended March 31, 2026 and 2025.

Outstanding Option Awards

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1, the “2024 Plan”).

On March 10, 2025, the

Company’s stockholders approved and adopted the 2024 Plan.

The following is a summary of the material terms

of the 2024 Plan.

On March 10, 2025, the Company’s

stockholders approved and adopted the 2024 Plan.

The following is a summary

of the material terms of the 2024 Plan.

Plan Administration

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accordance with the terms of the 2024 Plan, the number of shares of our common stock available for issuance under the 2024 Plan is the

sum of (A) 740,000, plus (B) an increase commencing on April 1, 2026, and continuing annually on each anniversary thereof until

the tenth anniversary of the plan effective date, equal to the lesser of (i) 8% of the total number of all classes of the Company’s

sum of (A) 740,000, plus (B) an increase commencing on April 1, 2026, and continuing annually on each anniversary thereof until the

tenth anniversary of the plan effective date, equal to the lesser of (i) 8% of the total number of all classes of the Company’s

common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined

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The exercise price per share

of our common stock for each option granted under the 2024 Plan may not be less than 100%, or 110% in the case of an incentive stock

option granted to a stockholder who owns more than ten percent of our voting stock, of the fair market value of a share of our common

stock on the option grant date, except in the case of an option granted upon assumption of, or in substitution for, outstanding awards

previously granted under a compensatory plan by a business entity acquired or to be acquired by us or an affiliate of ours or with which

we or an affiliate has combined or will combine.

Payment of the exercise price for shares purchased pursuant to the exercise of an option

may be made in such forms as are approved by our Compensation Committee.

These forms may include, in our Compensation Committee’s

discretion, cash, cash equivalents, shares of our common stock and net issuance.

Restricted Stock, Restricted Stock

Units, and Deferred Stock Units

of our common stock for each option granted under the 2024 Plan may not be less than 100%, or 110% in the case of an incentive stock option

granted to a stockholder who owns more than ten percent of our voting stock, of the fair market value of a share of our common stock on

the option grant date, except in the case of an option granted upon assumption of, or in substitution for, outstanding awards previously

granted under a compensatory plan by a business entity acquired or to be acquired by us or an affiliate of ours or with which we or an

affiliate has combined or will combine.

Payment of the exercise price for shares purchased pursuant to the exercise of an option may be

made in such forms as are approved by our Compensation Committee.

These forms may include, in our Compensation Committee’s discretion,

cash, cash equivalents, shares of our common stock and net issuance.

Restricted Stock, Restricted Stock Units, and Deferred

Restricted stock is an award

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as defined in Section 83 of the Code.

A restricted stock unit is an award that represents a conditional right to receive shares

of our common stock in the future and that may be made subject to the same types of restrictions and risk of forfeiture as restricted

A deferred stock unit is a restricted stock unit that may be settled at some point in the future at a time or times consistent

with the requirements of Section 409A of the Code.

A restricted stock unit is an award that represents a conditional right to receive shares of

our common stock in the future and that may be made subject to the same types of restrictions and risk of forfeiture as restricted stock.

A deferred stock unit is a restricted stock unit that may be settled at some point in the future at a time or times consistent with the

requirements of Section 409A of the Code.

Stock Appreciation Rights

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Our Compensation Committee

may grant other types of equity-based or equity-related awards in such amounts and subject to such terms and conditions as

our Compensation Committee may determine, including unrestricted stock and dividend equivalent rights which are described in more detail

in the 2024 Plan.

may grant other types of equity-based or equity-related awards in such amounts and subject to such terms and conditions as our

Compensation Committee may determine, including unrestricted stock and dividend equivalent rights which are described in more detail in

the 2024 Plan.

Changes to Capital Structure

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reorganization, recapitalization, reclassification, stock split, reverse stock split, spin-off combination of shares, exchange of

shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without

the receipt of consideration by us, then the number and kind of shares for which grants of options and other awards may be made under

the 2024 Plan may be adjusted proportionately and accordingly by our Compensation Committee.

shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without the

receipt of consideration by us, then the number and kind of shares for which grants of options and other awards may be made under the

2024 Plan may be adjusted proportionately and accordingly by our Compensation Committee.

Change of Control

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of control to the extent not exercised;

and/or (ii) at our Compensation Committee’s discretion, all options, SARs, shares

of restricted stock, restricted stock units, deferred stock units, dividend equivalent rights and/or performance-based awards will

be canceled and cashed out in connection with the change of control.

Other equity-based awards will be governed by the terms of

the applicable award agreement.

If we experience a change of

control in which outstanding awards that are not exercised prior to the change of control will be assumed or continued by the surviving

and/or (ii) at our Compensation Committee’s discretion, all options, SARs, shares of

restricted stock, restricted stock units, deferred stock units, dividend equivalent rights and/or performance-based awards will be

canceled and cashed out in connection with the change of control.

Other equity-based awards will be governed by the terms of the

applicable award agreement.

If we experience a change

of control in which outstanding awards that are not exercised prior to the change of control will be assumed or continued by the surviving

entity, then, except as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise set

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to the compensation paid to our directors in the year ended March 31, 2026:

Dongperez Hua

Chun Min (Max) Lin

Zanfeng Zhang

Shiwen Feng (3)

Ou does not receive any additional compensation as a director in addition to his compensation disclosed in the Summary Compensation Table.

Feng receives $6,667 per month for serving as Chief Financial Officer of the Company.

Feng does not receive any additional compensation as a director.

Fan receives a total annual compensation of $60,000 for serving as CFO and director of the Company.

Fan does not receive any additional compensation as a director.

Director Agreements

Each of the Company’s

independent directors, Bin Wang, Lun Feng and Zanfeng Zhang, has entered into an Independent Director Agreement (each, an “Independent

independent directors, Leqi Dong, Dongperez Hua and Chun Min (Max) Lin, has entered into an Independent Director Agreement (each, an “Independent

Director Agreement”).

Under the Independent Director Agreement between us and each of our independent directors, Mr.

is entitled to an annual cash fee of $30,000, Mr.

Feng each is entitled to an annual cash fee of $50,000.

Lin each is entitled to an annual cash fee of $26,400.

We will also reimburse each

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indemnification agreement with each of our directors, the term of which began on the date of the director’s appointment.

Security Ownership of Certain Beneficial

Owner and Management and Related Stockholder Matters

The following table sets forth

information with respect to the beneficial ownership of our common stock as of July 15, 2025 by:

Security Ownership of Certain Beneficial Owner and Management

and Related Stockholder Matters

The following table sets

forth information with respect to the beneficial ownership of our common stock as of July 23, 2026 by:

each person known to us to beneficially own 5% or more of our common stock;

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of convertible securities if they are exercisable or convertible within 60 days of July 23, 2026.

Except as otherwise indicated each person

has the sole power to vote and dispose of all shares of common stock listed opposite his or her name.

Unless otherwise noted, the mailing

address of each listed beneficial owner is c/o Fly-E Group, Inc., 136-40 39 th Avenue, Flushing, NY 11354.

Except as otherwise indicated each

person has the sole power to vote and dispose of all shares of common stock listed opposite his or her name.

Unless otherwise noted, the

mailing address of each listed beneficial owner is c/o Fly-E Group, Inc., 136-40 39 th Avenue, Flushing, NY 11354.

Name and address of beneficial owner

Executive Officers and Directors

Zanfeng Zhang

Directors and Officers as a group (seven persons)

Dongperez Hua

Chun Min (Max) Lin

Directors and Officers as a group (five persons)

Securities Authorized for Issuance Under Equity

Compensation Plans

We have adopted the 2024 Plan

in order to grant equity-based and other incentive awards to our officers, employees, directors, consultants and advisers.

There are 740,000

shares of common stock reserved for future issuance under the 2024 Plan.

We have not issued any grants or awards under the 2024 Plan.

We have adopted the 2024

Plan in order to grant equity-based and other incentive awards to our officers, employees, directors, consultants and advisers.

are 37,000 shares of common stock reserved for future issuance under the 2024 Plan.

We have not issued any grants or awards under the

Certain Relationships and Related

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persons, had a direct or indirect material interest:

From April 1, 2023 to

March 31, 2025, our Chairman and CEO, Mr.

Ou, provided financial support to the Company by advancing funds and making various payments

on behalf of the Company totaling $3,274,924.

These amounts payable to Mr.

Ou are unsecured, bear no interest and do not have a maturity

From April 1, 2023 to March 31, 2025, the Company repaid a total of $1,207,404 to Mr.

Ou, including repayment of amounts

Ou prior to April 1, 2022.

From April 1, 2023 to March 31, 2025, the Company transferred $2,263,630 of the

payable balance along with a cash contribution of $136,370 from Mr.

Ou as capital contribution.

As of March 31, 2025 and 2024, the

remaining balance of these payables was nil and $92,229, respectively.

From August 9, 2024 to September 17, 2024, the Company

advanced $477,771 to Mr.

Ou, Chairman and CEO of the Company, for personal use.

This advance is unsecured, bears no interest and

does not have a maturity date.

As of March 31, 2025, the advance was paid back in full.

From April 1, 2023 to

March 31, 2025, Mr.

Rui Feng, our Chief Operating Officer, advanced a total of $8,711 to the subsidiaries of the Company to support

their business operations.

These amounts payable to Mr.

Feng are unsecured, bear no interest and do not have a maturity date.

April 1, 2023 to March 31, 2025, the Company repaid $8,711 to Mr.

As of March 31, 2025, the Company has paid off all amounts

From April 1, 2023 to

March 31, 2025, Mr.

Ke Zhang, our Chief Human Resource Officer, advanced an aggregate of $52,802 to the subsidiaries of the Company

to support their business operations.

These amounts payable to Mr.

Zhang are unsecured, bear no interest and do not have a maturity

From April 1, 2023 to March 31, 2025, the Company repaid $52,802 to Mr.

As of March 31, 2025, the Company has paid

off all amounts owed to Mr.

From April 1, 2024 to March 31, 2026, our CEO Mr.

financial support to the Company by advancing funds and making various payments on behalf of the Company totaling $961,294.

These amounts

payable to Mr.

Ou are unsecured, bear no interest and do not have a maturity date.

From April 1, 2024 to March 31, 2026, the

Company repaid the amount due to Mr.

As of March 31, 2026 and 2025, the remaining balance of these payables was nil and nil,

respectively.

From August 9, 2024 to September 17, 2024, the Company advanced $477,771 to Mr.

Ou, Chairman and CEO of the

Company, for personal use.

This advance is unsecured, bears no interest and does not have a maturity date.

As of March 31, 2025, the advance

was paid back in full.

On March 6, 2021, the

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For the years ended March 31, 2026 and 2025, DGLG’s

consulting fees were $225,000 and $100,000, respectively.

For the years ended March 31, 2025 and 2024, the Company paid DGLG

a total of $61,050 and $123,000, respectively, for tax services.

consulting fees were $nil and $225,000, respectively.

For the years ended March 31, 2026 and 2025, the Company paid DGLG a total

of $nil and $61,050, respectively, for tax services.

As of March 31, 2025, the Company did not owe any amount to DGLG.

Following Mr.

resignation on February 2, 2026, DGLG is no longer a related party of the Company as of the date of this report.

On April 1, 2023, the

8 unchanged sentences

total of $120,000 to PJMG as of March 31, 2025.

During the year ended March 31, 2025, the Company paid PJMG a total of $372,047 for consulting

$312,047 was expensed as consulting expenses during the year ended March 31, 2025.

Fly E Bike SRL, a company formed

under the laws of the Dominican Republic and in which Mr.

Ou holds over 50% of the equity interests, is a distributor for the Company.

During the years ended March 31, 2025 and 2024, Fly E Bike SRL purchased certain EV products from the Company in the amount

of $42,010 and $326,914, respectively.

As of March 31, 2025 and 2024, the Company had accounts receivable from Fly E Bike SRL in

the amounts of $37,465 and $326,914, respectively.

In addition, during the year ended March 31, 2025, the Company advanced a total

of $143,455 to Fly E Bike SRL.

was expensed as consulting expenses during the year ended March 31, 2026.

Following Mr.

Guo’s resignation on February 2, 2026, DGLG

is no longer a related party of the Company as of the date of this report.

Fly E Bike SRL, a company

formed under the laws of the Dominican Republic and in which Mr.

Ou holds over 50% of the equity interests, is a distributor for

During the years ended March 31, 2026 and 2025, Fly E Bike SRL purchased certain EV products from the Company in

the amount of $nil and $42,010, respectively.

As of March 31, 2026 and 2025, the Company had accounts receivable from Fly E Bike

SRL in the amounts of $32,030 and $37,465, respectively.

In addition, during the year ended March 31, 2025, the Company advanced

a total of $143,455 to Fly E Bike SRL.

Such advance is unsecured, bears no interest and does not have a maturity date.

As of July 15, 2025,

31, 2025, the advance was paid back in full.

During the year ended March 31, 2026, the Company advanced a total of $161,560 to Fly

Such advance is unsecured, bears no interest and does not have a maturity date.

In December 2023, the

3 unchanged sentences

As of March 31, 2026 and March 31, 2025, the accumulative payments to DFT for development

of the ERP system were $2,500,000 and $1,554,000, respectively.

During the fiscal year of 2025, the Company started to use part of the

ERP system which was valued at $2,310,000 and treated that part as computer hardware and software and started for depreciation.

March 31, 2025 and 2024, construction in progress was nil and $275,000, respectively, and primarily relating to the cost incurred to develop

the software by DFT.

As of March 31, 2025 and March 31, 2024, the Company had a prepayment of nil and $1,279,000, respectively,

In July 2024, the Company engaged DFT, a former related party, to develop a new APP, GO FLY APP, for the rental business.

total contract price for the GO FLY APP is $500,000, and the GO FLY APP was delivered on September 5, 2024.

of the ERP system were $nil and $2,500,000, respectively.

During the fiscal year of 2025, the Company started to use part of the ERP system

which was valued at $2,310,000 and treated that part as computer hardware and software and started for depreciation.

As of March 31, 2026

and 2025, construction in progress was nil and $275,000, respectively, and primarily relating to the cost incurred to develop the software

As of March 31, 2026 and March 31, 2025, the Company had a prepayment of nil and $136,580, respectively, to DFT.

July 2024, the Company engaged DFT, a former related party, to develop a new APP, GO FLY APP, for the rental business.

The total contract

price for the GO FLY APP is $500,000, and the GO FLY APP was delivered on September 5, 2024.

Following Mr.

Guo’s resignation on

February 2, 2026, DFT is no longer a related party of the Company as of the date of this report.

Director Independence

1 unchanged sentence

each of our directors, Messrs.

Wang, Feng, and Zhang, is an independent director under the Nasdaq listing rules.

Dong, Hua and Lin, is an independent director under the Nasdaq listing rules.

Related Party Transaction Policy

25 unchanged sentences

Principal Accounting Fees and Services

The following table sets forth

the fees billed by Marcum Asia CPAs LLP (“Marcum Asia”), our registered independent public accounting firm, for 2025 and 2024

for the categories of services indicated.

Year Ended March 31,

Marcum Asia CPAs LLP (“Marcum

Asia”) served as our independent registered public accounting firm for the year ended March 31, 2025 and for reviewing our financial

statements for quarters ended June 30, 2025 and September 30, 2025.

Fortune CPA served as our independent registered public accounting

firm for conducting a quarter review of our financial statements as of December 31, 2025, and for auditing our consolidated financial

statements as of and for the fiscal year ending March 31, 2026.

The following table sets forth the fees billed by Marcum Asia and Fortune

CPA, our previous and current registered independent public accounting firms, for 2026 and 2025 for the categories of services indicated.

Fees billed by Marcum Aisa

Audit fees (1)

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Total All Fees

(1) Audit fees consist of fees related to professional services rendered in connection with the audit of our

annual financial statements, review of our quarterly financial statements and review of our registration statement on Form S-1 relating

to our initial public offering.

Fees billed by Fortune CPA

Audit fees (1)

All Other Fees

Total All Fees

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements and review of our registration statement on Form S-1 relating to our initial public offering.

Our policy is to pre-approve

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Report of Independent Registered Public Accounting Firm (PCAOB ID:6901)

Report of Independent Registered Public Accounting Firm (PCAOB ID:5395)

Consolidated Balance Sheets as of March 31, 2026 and 2025

Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended March 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended March 31, 2026 and 2025

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended March 31, 2026 and 2025

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(2) Financial Statement Schedules:

All financial statement schedules are omitted

because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial

statements and notes thereto beginning on page F-1.

We hereby file as part of this report the exhibits

listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in

the financial statements and notes thereto beginning on page F-1.

We hereby file as part of

this report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected on

the SEC website at www.sec.gov.

Form 10-K Summary

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The Second Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on July 2, 2025)

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form S-1 (File No.

333-276830) filed on April 22, 2024 and incorporated herein by reference.

Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Current Form 8-K filed on October 31, 2025)

Amended and Restated Bylaws of Fly-E Group, Inc.

(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the registrant on June 7, 2024)

Description of Securities of the Registrant

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333-286678) filed on April 22, 2025 and incorporated herein by reference.

Joint Amendment to Placement Agency Agreement and Engagement Letter, dated May 13, 2025, by and between the Company and American Trust Investment Services, Inc.

Joint Amendment to Placement Agency Agreement and Engagement

Letter, dated May 13, 2025, by and between the Company and American Trust Investment Services, Inc.

(incorporated by reference to

Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on July 15, 2025)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 5, 2025)

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Contract Agreement dated as of July 5, 2024, by and between the registrant and DF Technology US Inc (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2024)

Agreement dated as of April 1, 2023, by and between the Company and PJMG LLC (incorporated by reference to Exhibit 10.3 to the

Company’s Quarterly Report on Form 10-Q filed on August 16, 2024)

Letter Agreement dated as of April 1, 2023, by and between the Company and PJMG LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2024)

Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed on June 28, 2024)

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and on the dates indicated.

Chief Executive Officer (Principal Executive Officer) and Director

Chief Executive Officer (Principal Executive Officer)

July 23, 2026

/s/ Shiwen Feng

Chief Financial Officer (Principal Accounting and Financial Officer) and Director

Chief Financial Officer (Principal Accounting and Financial

July 23, 2026

Officer) and Director

/s/ Leqi Dong

July 23, 2026

/s/ Dongperez Hua

July 23, 2026

/s/ Zanfeng Zhang

Dongperez Hua

/s/ Chun Min (Max) Lin

July 23, 2026

Zanfeng Zhang

Chun Min (Max) Lin

FLY-E GROUP, INC.

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (PCAOB ID 6901)

Consolidated Balance Sheets as of March 31, 2025 and 2024 F-3

Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended March 31, 2025 and 2024 F-4

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended March 31, 2025 and 2024 F-5

Consolidated Statements of Cash Flows for the Years Ended March 31, 2025 and 2024 F-6

Notes to Consolidated Financial Statements F-7

of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Report of Independent Registered Public Accounting Firm (PCAOB ID:5395)

Consolidated Balance Sheets as of March 31, 2026 and 2025

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended March 31, 2026 and 2025

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended March 31, 2026 and 2025

Consolidated Statements of Cash Flows for the Years Ended March 31, 2026 and 2025

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Fly-E Group Inc.

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balance sheets of Fly-E Group Inc.

(the “Company”) as of March 31, 2025 and 2024, the related consolidated statements of

operations and comprehensive (loss) income, changes in stockholders’ equity and cash flows for each of the years in the two-year

period ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024,

and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2025, in conformity

(“the Company”) as of March 31, 2026, and the related consolidated statements of operations

and comprehensive loss, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively

referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of March 31, 2026, and the results of its operations and its cash flows for the year then ended, in conformity

with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company has incurred significant

losses and significant cash outflows from operating and investing activities, and needs to raise additional funds to meet its obligations

and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

The Company’s Ability to Continue

as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the

Company has suffered losses from operations.

Therefore, the Company has stated substantial doubt about its ability to continue as a going

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

1 unchanged sentence

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on these financial statements based on our audit.

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

As described further in Note 1 to the financial

statements, the Company financial statements are prepared assuming that the Company will continue as a going concern.

We determined the Company’s ability to continue

as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and

the risk of bias in management’s judgments and assumptions in estimating these cash flows.

Our audit procedures related to the Company’s

assertion on its ability to continue as a going concern included the following, among others:

We reviewed the Company’s working capital

and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has

sufficient liquidity to fund operations for at least one year from the financial statement issuance date.

This testing included the inquiries

with management, analyzing the subsequent company financial position, and consideration the positive and negative evidence impacting

management’s arrangements in place as of the report date.

/s/ Fortune CPA, Inc

We have served as the Company’s auditor since 2026.

Garden Grove, CA

July 23, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Fly-E Group, Inc.

Opinion on the Financial Statements

We have audited, before the effects of the retrospective

adjustment related to the reverse stock split described in Note 10, the accompanying consolidated balance sheet of Fly-E Group, Inc.

“Company”) as of March 31, 2025, the related consolidated statements of operations and comprehensive loss, changes in stockholders’

equity and cash flows for the year ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”

before the effects of the adjustments discussed in Note 10 are not presented herein).

In our opinion, the financial statements, before

the effects of the retrospective adjustment related to the reverse stock split described in Note 10, present fairly, in all material respects,

the financial position of the Company as of March 31, 2025, and the results of its operations and its cash flows for the year ended March

31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply

any procedures to the adjustments to retroactively apply the effects of the 1-for-20 reverse stock split completed on November 4, 2025

described in Note 10, and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are

appropriate and have been properly applied.

Those adjustments were audited by Fortune CPA, Inc.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

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regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

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to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

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Accordingly, we express no such opinion.

Our audits included performing procedures to assess

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provide s a reasonable basis for our opinion.

/s/ Marcum Asia CPAs LLP

Marcum Asia CPAs LLP

We have served as the Company’s auditor since 2022 (such date

takes into account the acquisition of certain assets of Friedman LLP by Marcum Asia CPAs LLP effective September 1, 2022).

We served as the Company’s auditor from

2022 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum Asia CPAs LLP effective September 1, 2022)

through 2026.

New York, New York

July 15, 2025

NEW YORK OFFICE ● 7 Penn Plaza ● Suite

830 ● New York, New York ● 10001

Phone 646.442.4845 ● Fax 646.349.5200 ●

www.marcumasia.com

YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New York, New York ● 10001

646.442.4845 ● Fax 646.349.5200 ● www.marcumasia.com

CONSOLIDATED FINANCIAL STATEMENTS

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(Expressed in U.S.

dollars, except for the

number of shares)

dollars, except for the number

Current Assets

Accounts receivable

Accounts receivable, net – related parties

Accounts receivable, net

Accounts receivable, net – a related party

Inventories, net

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Security deposits

Deferred IPO costs

Deferred tax assets, net

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Intangible assets, net

Long-term prepayment for property

Long-term prepayment for software development– related parties

Long-term prepayment for software development

Long-term prepayment for software development – a related party

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Accrued expenses and other payables

Other payables – related parties

Accrued expenses and other payables – a related party

Operating lease liabilities – current

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Stockholders’ Equity

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized and nil outstanding as of March 31, 2025 March 31, 2024*

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized and nil outstanding as of March 31, 2026 and 2025*

Common stock, $ 0.01 par value, 300,000,000 shares authorized and 1,632,386 shares outstanding as of March 31, 2026 and 300,000,000 shares authorized and 245,875 shares outstanding as of March 31, 2025*

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Shares subscription receivable

(Accumulated deficit) Retained Earnings

Accumulated deficit

( 10,153,318 )

Accumulated other comprehensive loss

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Total Liabilities and Stockholders’ Equity

* Shares and per share data are presented on a retroactive basis to reflect

the 1-for-110,000 stock split completed on April 2, 2024 and the 1-for-5 reverse stock split completed on July 3, 2025.

* Shares and per share data are presented on a retroactive basis to reflect the 1-for-5 reverse stock split completed on July 3, 2025 and the 1-for-20 reverse stock split completed on November 4, 2025.

The accompanying notes are an integral part of

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CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

COMPREHENSIVE LOSS

(Expressed in U.S.

dollars, except for the

number of shares)

dollars, except for the number

For the Years Ended

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Total Operating Expenses

Income (Loss) from Operations

Loss from Operations

( 6,438,269 )

( 4,559,966 )

Other (Income) Expenses, net

Interest Expenses, net

Income (Loss) Before Income Taxes

( 1,806,085 )

Income Tax Expense

Loss Before Income Taxes

( 8,929,129 )

Net Income (Loss)

( 4,954,993 )

Other Comprehensive Income (Loss)

Income Tax Expenses

$ ( 9,257,808 )

$ ( 5,291,159 )

Other Comprehensive (Loss) Income

Foreign currency translation adjustment

Total Comprehensive Income (Loss)

Total Comprehensive Loss

$ ( 9,243,996 )

Earnings (Losses) per Share*

$ ( 5,318,389 )

Losses per Share*

Weighted Average Number of Common Stock

– Basic and Diluted*

* Shares and per share data are presented on a retroactive basis to reflect

the 1-for-110,000 stock split completed on April 2, 2024 and the 1-for-5 reverse stock split completed on July 3, 2025.

* Shares and per share data are presented on a retroactive basis to reflect the 1-for-110,000 stock split completed on April 2, 2024, the 1-for-5 reverse stock split completed on July 3, 2025 and the 1-for-20 reverse stock split completed on November 4, 2025.

The accompanying notes are an integral part of

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(Expressed in U.S.

dollars, except for the

number of shares)

dollars, except for the number

Preferred Stock

Stockholders’

Comprehensive

Stockholders’

Balance at March 31, 2024

$ ( 219,998 )

Capital Contribution

( 5,291,159 )

Issuance of common stock upon initial public offering, net

Foreign currency translation adjustment

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$ ( 895,510 )

Issuance of common stock upon initial public offering, net

( 9,257,808 )

Issuance of common stock upon private placement offering, net

Exercise of warrants

Round up of shares for reverse stock split

Foreign currency translation adjustment

2 unchanged sentences

$ ( 10,153,318 )

* Shares and per share data are presented on a retroactive basis to reflect

the 1-for-110,000 stock split completed on April 2, 2024 and the 1-for-5 reverse stock split completed on July 3, 2025.

The accompanying notes are an integral part of

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(Expressed in U.S.

dollars, except for the

number of shares)

Cash flows from operating

dollars, except for the number

For the Years Ended

Cash flows from operating activities

$ ( 9,257,808 )

to reconcile net (loss) income to net cash (used in) provided by operating activities:

Loss on disposal of property

and equipment

(Gain) Loss on termination

of operating lease

(Gain) Loss on disposal

of subsidiaries

Credit loss for accounts

$ ( 5,291,159 )

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on disposal of property and equipment

Gain on termination of operating lease

Gain on sales and liquidations of subsidiaries

( 1,587,439 )

Impairment loss on property and equipment

Expected credit losses on accounts receivable

Depreciation expense

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Deferred income taxes benefits

Amortization of operating

lease right-of-use assets

Amortization of operating lease right-of-use assets

Inventories reserve

Changes in operating assets

and liabilities:

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable – related

( 6,843,808 )

Accounts receivable – a related party

( 2,736,241 )

1 unchanged sentence

( 2,677,904 )

Prepayments for operation

services to related parties

Prepayments for operation services to a related party

Security deposits

Accounts payable

Accrued expenses and other

Accrued expenses and other payables

Accrued expenses and other payables – a related party

Operating lease liabilities

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( 4,771,518 )

Taxes payable

( 1,525,371 )

cash (used in) provided by operating activities

Net cash used in operating activities

( 13,849,914 )

Cash flows from investing

Purchases of properties

and equipment

( 10,059,466 )

Cash flows from investing activities

Purchases of properties and equipment

( 1,634,174 )

Purchase of software and

hardware from a related party

Payments of property rights

Proceeds from disposal of properties and equipment

Prepayment for purchasing software from a related party

( 1,392,580 )

Prepayment for purchasing software

( 1,800,000 )

Cash held at disposal entities

Repayment from a related

Cash released from disposal of entities

Repayment from a related party

Advance to a related party

Prepayments for property

of property rights

cash used in investing activities

Net cash used in investing activities

( 2,485,792 )

( 2,901,272 )

Cash flows from financing

Borrowing from loan payables

Repayments of loan payables

Cash flows from financing activities

Proceeds from borrowings

Repayments of borrowings

( 3,127,434 )

Repayments on other payables

- related parties

Payments of related party

Capital Contributions from

Payments of IPO cost

proceeds from issuance of common stock - IPO

cash provided by (used in) financing activities

Net changes in cash including

cash classified within current assets held for sale

Effect of exchange rate

changes on cash

net decrease in cash

classified within current assets held for sale

at beginning of the year

at the end of the year

Supplemental disclosure

of cash flow information

paid for interest expense

paid for income taxes

Supplemental disclosure

of non-cash investing and financing activities

Settlement of accounts

payable by related parties

Settlement of accounts

payable by capital contribution

Purchase of vehicle funded

Purchase of office funded

Purchase software and office

by using previous prepayments

Purchase property rights

by using previous prepayments

Properties used for rental

Unpaid deferred IPO cost

Deferred IPO cost recognized

as additional paid-in capital

Uncollected proceeds from

disposal of subsidiaries

Termination of operating

lease right-of-use assets and operating lease liabilities

( 3,661,559 )

Repayments on other payables - related parties

Payments of offering cost

Net proceeds from issuance of common stock

Net cash provided by financing activities

Net changes in cash including cash classified within current assets held for sale

Effect of exchange rate changes on cash

net change in cash classified within current assets held for sale

Cash at beginning of the period

Cash at the end of the period

Supplemental disclosure of cash flow information

Cash paid for interest expense

Cash paid for income taxes

Supplemental disclosure of non-cash investing and financing activities

Purchase of vehicle funded by loan

Purchase of office funded by loan

Purchase of software and office by using previous prepayments

Purchase of property rights by using previous prepayments

Properties used for rental services

Deferred IPO cost recognized as additional paid-in capital

Uncollected proceeds from disposal of subsidiaries

Termination of operating lease right-of-use assets and operating lease liabilities

$ ( 2,473,686 )

Right-of-use assets obtained

in exchange for operating lease liabilities

Right-of-use assets obtained in exchange for operating lease liabilities

The accompanying notes are an integral part of

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Notes to Consolidated Financial Statements

1 — DESCRIPTION OF BUSINESS, ORGANIZATION

AND BASIS OF PRESENTATION

1 — DESCRIPTION OF BUSINESS, ORGANIZATION AND BASIS OF PRESENTATION

Organization and principal activities

Fly-E Group, Inc.

(the “Company” or

“Fly-E Group”) was incorporated under the laws of the State of Delaware on November 1, 2022.

(the “Company”

or “Fly-E Group”) was incorporated under the laws of the State of Delaware on November 1, 2022.

The Company has no substantive

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Fly EV has no substantive operations.

The Company, through its wholly owned subsidiaries, is principally engaged in

designing, installing and selling smart electric bikes (“E-bikes”), electric motorcycles (“E-motorcycles”), electric

scooters (“E-scooters”), and related accessories under the brand name of “Fly E-Bike.” The Company’s principal

operations and geographic markets are mainly in the United States of America (the “U.S.”).

The Company, through its wholly owned subsidiaries, is principally engaged

in designing, installing and selling smart electric bikes (“E-bikes”), electric motorcycles (“E-motorcycles”),

electric scooters (“E-scooters”), and related accessories under the brand name of “Fly E-Bike.” The Company’s

principal operations and geographic markets are mainly in the United States of America (the “U.S.”).

During the year ended

March 31, 2026, the Company closed 8 stores in U.S.

During the fiscal year ended March 31, 2025, the Company closed four stores in the

As of July 23, 2026, the Company currently operates a total of 4 retail stores in the U.S.

During the year ended March 31, 2026,

31, 2025, the Company closed four stores in the U.S.

As of July 15, 2025, the Company has opened a total of 20 retail stores, including

19 retail stores in the U.S and one retail store in Canada.

The Company offers rental services from selected locations.

24 retail stores in the U.S.

were sold for streamlining the Company’s corporate structure and reducing complexity in financial

reporting and operating costs.

These 24 retail stores were operated through certain subsidiaries of the Company that were disposed pursuant

to share transfer agreements, as discussed in Note 15 to the Consolidated Financial Statements in this Report.

The Company offers rental

services from selected locations.

The Company also operates one online store, focusing on selling E-motorcycles, E-bikes, and E-scooters.

The Company plans to open another

online store focusing on selling gas bikes in the future.

The Company’s business was initially operated

1 unchanged sentence

(“Ctate”), a corporation formed under the laws of the State of New York in 2018.

Before merging with

Fly E-Bike, Ctate owned 27 companies, each of which operated a Fly E-Bike store.

On September 12, 2022, Ctate and Fly E-Bike, which

was a wholly-owned subsidiary of Ctate, entered into an Agreement and Plan of Merger, pursuant to which Ctate merged into and with Fly

E-Bike, with Fly E-Bike being the surviving corporation (the “Merger”).

As a result of the Merger, the original shareholders

of Ctate became the stockholders of Fly E-Bike and subsequently effectively controlled the combined entity.

On December 21, 2022, Fly-E Group and Fly

E-Bike entered into a Share Exchange Agreement, pursuant to which Fly-E Group acquired all of the issued and outstanding shares of Fly

E-Bike by issuing its shares to the stockholders of Fly E-Bike on a one-for-one basis (the “Share Exchange”).

of the Share Exchange, Fly E-Bike became a wholly owned subsidiary of Fly-E Group.

Before merging with Fly

E-Bike, Ctate owned 27 companies, each of which operated a Fly E-Bike store.

On September 12, 2022, Ctate and Fly E-Bike, which was a

wholly-owned subsidiary of Ctate, entered into an Agreement and Plan of Merger, pursuant to which Ctate merged into and with Fly E-Bike,

with Fly E-Bike being the surviving corporation (the “Merger”).

As a result of the Merger, the original shareholders of Ctate

became the stockholders of Fly E-Bike and subsequently effectively controlled the combined entity.

On December 21, 2022, Fly-E Group and Fly E-Bike

entered into a Share Exchange Agreement, pursuant to which Fly-E Group acquired all of the issued and outstanding shares of Fly E-Bike

by issuing its shares to the stockholders of Fly E-Bike on a one-for-one basis (the “Share Exchange”).

As a result of the

Share Exchange, Fly E-Bike became a wholly owned subsidiary of Fly-E Group.

As a result of the Merger and the Share Exchange,

Fly E-Bike and its subsidiaries are under common control of Fly-E Group, resulting in the consolidation of Fly E-Bike and its subsidiaries,

which was accounted as a reorganization of entities under common control at carrying value.

The consolidated financial statements are

prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the consolidated

financial statements of Fly-E Group.

which was accounted for as a reorganization of entities under common control.

The consolidated financial statements are prepared on the

basis as if the reorganization became effective as of the beginning of the first period presented in the consolidated financial statements

of Fly-E Group.

On June 7, 2024, the Company issued 22,500 shares

11 unchanged sentences

of the underwriters warrants to purchase 1,294 shares.

On June 4, 2025, the Company issued 5,719,111

shares of common stock, at a price of $ 1.2140 per share in its second public offering.

The gross proceeds of the offering were $ 6.9 million,

prior to deducting the placement agent’s fees and offering expenses payable by the Company.

Each share of common stock was sold

together with two warrants, with each warrant to purchase one share of common stock.

Each warrant is exercisable immediately with an exercise

price equal to 120 % of the offering price ($ 1.4565 per share) and expires on the fifth anniversary of the issuance date, subject to certain

On July 3, 2025, the Company implemented a 1-for-5

reverse stock split of its issued and outstanding shares of common stock.

As a result, all share and per share information has been retroactively

adjusted to reflect the reverse stock split for all periods presented.

The reverse stock split reduced the number of shares of common

stock issued and outstanding from 24,587,500 to 4,917,500 as of March 31, 2025.

On June 4, 2025, the Company issued 285,956 shares

of common stock, at a price of $ 24.28 per share in its second public offering.

The gross proceeds of the offering were $ 6.9 million, prior

to deducting the placement agent’s fees and offering expenses payable by the Company.

Each share of common stock was sold together

with two warrants, with each warrant to purchase one share of common stock.

Each warrant is exercisable immediately with an exercise price

equal to 120 % of the offering price ($ 29.13 per share) and expires on the fifth anniversary of the issuance date, subject to certain adjustments.

On September 18, 2025, the Company entered into

a securities purchase agreement with third-party individuals to sell 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.

On July 3, 2025 and November 4, 2025, the Company

implemented a 1-for-5 and 1-for-20 reverse stock split of its issued and outstanding shares of common stock, respectively.

all share and per share information has been retroactively adjusted to reflect the reverse stock split for all periods presented.

March 31, 2026, the Company had 1,632,386 shares of common stock issued and outstanding.

The par value per share remained unchanged at

$ 0.01 , respectively.

The reverse stock split was accounted for retrospectively

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FLY-E GROUP, INC.

● A Delaware corporation

● A Delaware corporation Parent Company

● Incorporated on November 1, 2022

● A holding company

Parent Company

● A Delaware corporation

● A Delaware corporation 100 % owned by Fly-E Group, Inc.

● Incorporated on November 1, 2022

● A holding Company

100% owned by Fly-E Group, Inc.

FLY E-BIKE, INC.

● A Delaware Company

● A Delaware Company 100 % owned by Fly-E Group, Inc.

● Incorporated on August 22, 2022

● A holding Company

100% owned by Fly-E Group, Inc.

UNIVERSE KING CORP ● A New York corporation

● Incorporated on November 19, 2018

● A retail store