Fly-E Group, Inc.

S-11 ea0238905-s1_flyegroup.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 22, 2025

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Fly-E Group, Inc.

(Exact name of registrant as specified in its charter)

136-40 39 th** Avenue

Flushing, NY 11354

(929) 410-2770

**(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Zhou Ou

Chief Executive Officer

136-40 39 th**** Avenue

Flushing, NY 11354

(929) 410-2770

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Wei Wang, Esq.

**** Ellenoff Grossman & Schole LLP

**** 1345 Avenue of the Americas

**** New York, NY 10105

**** Tel: (212) 370-1300

Fax: (212) 370-7889

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 36,363,636 Shares of Common Stock

Up to 72,727,272 Warrants to Purchase Common Stock

Up to 72,727,272 Shares of Common Stock Underlying the Warrants

Fly-E Group, Inc.

Fly-E Group, Inc. (the “Company”, “we”, “us” or “our”) is offering on a reasonable best efforts basis up to 36,363,636 shares of our common stock, par value $0.01 (the “Common Stock”) and up to 72,727,272 warrants (the “Warrants”) to purchase Common Stock (including shares of Common Stock underlying warrants) for gross proceeds of up to approximately $8.0 million. Each share of Common Stock is being sold together with two Warrants, with each Warrant to purchase one share of Common Stock. The shares of Common Stock and accompanying Warrants must be purchased together in this offering but will be issued separately. Each Warrant is exercisable immediately with an exercise price equal to 120% of the offering price, and expires on the fifth anniversary of the issuance date, subject to certain adjustments. We are offering the securities for an assumed offering price of $0.22 per share of Common Stock and accompanying Warrants, which was 50% of the last reported sale price for our Common Stock on Nasdaq on April 17, 2025. The final offering price will be determined through negotiation between us and the Placement Agent (as defined below) in the offering, may be at a discount to the current market price, and the recent market price used throughout this preliminary prospectus may not be indicative of the actual offering price.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “FLYE.” On April 17, 2025, the closing trading price for our Common Stock, as reported on The Nasdaq Stock Market LLC (the “Nasdaq”), was US$0.44 per share. The Warrants offered hereby are not listed on any stock exchange or any trading system, and we do not expect a market for the Warrants to develop.

We have retained American Trust Investment Services, Inc., LLC to act as our exclusive placement agent (the “Placement Agent” or “ATIS”) in connection with this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number of dollar amount of securities. The Placement Agent is arranging for the sale of Common Stock and accompanying Warrants offered in this prospectus on a “best-efforts” basis and such Common Stock and accompanying underlying the Warrants are not being offered on a firm commitment by the Placement Agent. The offering will terminate on [●], 2025, unless completed sooner or unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will deliver all securities to be issued in connection with this offering delivery versus payment or receipt versus payment, as the case may be, upon receipt of investor funds received by us. Accordingly, neither we nor the Placement Agent (as defined below) have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the securities offered hereunder.

We have received a written notification from Nasdaq on October 2, 2024, notifying us that we are not in compliance with the minimum bid price requirement set forth in Nasdaq Rules for continued listing on the Nasdaq. To regain compliance, our Common Stock must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days by March 31, 2025. On April 2, 2025, Nasdaq notified us that, although the Company has not regained compliance with the minimum bid price requirement, the Company is eligible to receive an additional 180 calendar day period or until September 29, 2025, to regain compliance with the minimum bid price requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). We will monitor the closing bid price of our Common Stock and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse share split of our Common Stock, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. See “Risk Factors – Risks Related to this Offering and Our Securities – There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.”

We are an “emerging growth company” and a “smaller reporting company” as defined in the federal securities laws and are subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Smaller Reporting Company.”

Because our directors and executive officers control a majority of the voting power of our Common Stock, we are deemed a “controlled company” under the listing rules of Nasdaq, and we qualify for exemptions from certain corporate governance requirements afforded to controlled companies. Although we currently do not intend to rely on the “controlled company” exemption, we could elect to rely on this exemption in the future. If we so elect, you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements. See “Prospectus Summary— Implication of Being a Controlled Company.”

An investment in our securities involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 11 of this prospectus, in our Annual Report on Form 10-K for the year ended March 31, 2024 (the “2024 Annual Report”), our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024, September 30, 2024 and December 31, 2024 (collectively, the “2024 Quarterly Reports”) and in our other reports filed with the Securities and Exchange Commission (the “SEC”) that are incorporated herein by reference before you make your decision to invest in our securities.

Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We expect to deliver the securities comprising the Common Stock and the accompanying Warrants against payment in U.S. dollars in New York, NY on or about [●], 2025.

American Trust Investment Services, Inc.

The date of this prospectus is ___________________, 2025.

Table of Contents

i