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Fly-E Group, Inc.

For the period ended Sep 30, 2025. Filed Dec 18, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Dec 18, 2025

FLYE$2.35+4.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-19.

0001213900-25-078571

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-12-18.

0001213900-25-123281

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 120 previous paragraphs and 164 current paragraphs.

75 unchanged; 42 reworded; 41 added; 3 removed; 0 previous and 6 current paragraphs rearranged.

Tables are not compared: 7 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (41)

Current report

Federal securities class action instituted on September 8, 2025

Current report

On September 8, 2025, a federal securities class action was filed in the United States District Court, Eastern District of New York, by plaintiff Dino Kurt, individually and on behalf of all others similarly situated, against defendants, the Company, chief executive officer (the “CEO”) Zhou Ou, and former chief financial officer (the “CFO”) Shiwen Feng. The complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 during the class period spanning from July 15, 2025, to August 14, 2025. The plaintiff claims that defendants provided materially false and misleading positive statements about revenue growth, brand reputation, and business expansion, while concealing or minimizing material adverse facts concerning the safety of the Company’s lithium battery and inadequate forecasting processes, which were already taking a material toll on E-vehicle (the “EV”) sales revenue. The plaintiff alleged when the Company filed a form NT 10-Q on August 14, 2025, which disclosed a 32% decrease in net revenues primarily driven by a decline in total units sold, attributed by the Company to “recent lithium-battery accidents involving E-Bikes and E-Scooters”; the price of Company’s common stock declined dramatically by about 87% in a single day, resulting in economic loss for the plaintiff and the class.

Current report

The relief sought includes determining that the action may be maintained as a class action, requiring defendants to pay damages sustained by the plaintiff and the class, and awarding pre-judgment and post-judgment interest, along with reasonable attorneys’ fees, expert fees, and other costs, with the monetary damages sought being certified to be in excess of $150,000.00.

Current report

Shareholder derivative action instituted on November 17, 2025

Current report

An action titled Kishan Shah, derivatively on behalf of FLY-E GROUP, INC. v. Zhou Ou, et al., was instituted on November 17, 2025 and is pending in the United States District Court, Eastern District of New York.

Current report

The principal parties include plaintiff Kishan Shah, representing the Company (the nominal defendant), against Individual defendants Zhou Ou, the Company’s CEO and Chairman, Shiwen Feng, the Company’s former CFO and director, Lun Feng, Bin Wang, and Zanfeng Zhang, former directors of the Company.

Current report

The factual basis centers on the individual defendants’ knowing or reckless breaches of fiduciary duties concerning Lithium Battery Misconduct (as defined below) during the relevant period of July 15, 2025, through August 14, 2025. Plaintiff alleges that defendants consistently represented that the Company’s EVs were safe, but concealed that the lithium batteries used in their products lacked required New York City safety certification, were substandard quality, and posed a significant safety hazard, having resulted in multiple deadly fires in the greater New York City area (the “Lithium Battery Misconduct”). The plaintiff alleged that that, when the Company filed a Form NT 10-Q on August 14, 2025, disclosing a 32% decline in net revenue due primarily to consumer apprehension stemming from an “increasing number of lithium-battery explosion incidents in New York,” causing the Company’s stock price to plummet approximately 87.1%. As a result of the alleged misconduct, the plaintiff claims that the Company has incurred and will continue to incur significant damages, including substantial legal fees and costs associated with the class action and related internal investigations, and many other expenditures.

Current report

The relief sought, on behalf of the Company, includes a declaration that the individual defendants breached their fiduciary duties, an award of damages against the individual defendants (jointly and severally), restitution and disgorgement of profits from the individual defendants, and court orders directing the Company to implement improved corporate governance and internal control procedures to prevent future damaging events.

Current report

Shareholder derivative action instituted on October 28, 2025

Current report

Due to the similar factual basis, on October 28, 2025, another shareholder derivative action, Martin Flynn, derivatively on behalf of FLY-E GROUP, INC. v. Zhou (Andy) Ou, et al., was instituted in the United States District Court, Eastern District of New York.

Current report

The principal parties are Plaintiff Martin Flynn, derivatively acting on behalf of the nominal defendant, the Company, against individual defendants who served as directors and officers, including Zhou Ou, the CEO and chairman of the board, Shiwen Feng, the former CFO, Bin Wang, Lun Feng, and Zanfeng Zhang, the former directors.

Current report

The action alleges that during the relevant time period (July 15, 2025, to August 14, 2025), these defendants breached their fiduciary duties and engaged in gross mismanagement by making materially false and misleading statements and omissions, specifically concerning the safety of the Company’s lithium battery. Although defendants provided overwhelmingly positive statements regarding growth and brand reputation, they concealed or failed to disclose the true impact of “recent lithium-battery accidents involving E-Bikes and E-Scooters” on sales revenues. The complaint alleged, when the Company filed a form NT 10-Q on August 14, 2025 disclosing a 32% decrease in net revenues attributed to a decline in units sold due to an “increasing number of lithium battery explosion incidents in New York,” which caused the Company’s stock price to drop approximately 87%. The misconduct resulted in substantial harm to the Company, including costs incurred for defending the separate Securities Class Action. The relief sought, on behalf of the Company, includes a declaration that the action may be maintained as a derivative action, an award of damages sustained by the Company, restitution and disgorgement of profits from the Individual Defendants, and the granting of appropriate equitable relief, such as the institution of appropriate corporate governance measures.

Current report

On September 18, 2025, the Company entered into a securities purchase agreement with third-party individuals offering of (i) 687,500 shares of the common stock at the price of $16.0 per share for a total consideration of $11,000,000. During the Six months ended September 30, 2025, the Company received proceeds of $3,400,000 from the investors. The remaining net proceeds of $7,596,558 were held in escrow as of September 30, 2025, and were all received in October and November 2025. The disclosure that the closing of this transaction occurred on September 30, 2025, in the Form 8-K filed with the SEC was incorrect and is hereby corrected.

Current report

For the three months ended September 30, 2025, our net revenues decreased by 42.7% to $3.9 million, compared to $6.8 million for the same period in 2024, which was primarily driven by a decrease in average unit price of EVs which dropped by 61% as a result of lowering the selling prices to reduce aged inventory for the three months ended September 30, 2025.

Current report

For the six months ended September 30, 2025, our net revenues decreased by 37.2% to $9.2 million, compared to $14.7 million for the same period in 2024, which was primarily driven by a decrease in total units sold and reductions in selling prices to reduce aged inventory for the six months ended September 30, 2025.

Current report

For the three months ended September 30, 2025, our net revenues decreased by 42.7% to $2.9 million, compared to $6.8 million for the same period in 2024, which was primarily driven by decrease in average unit price of EV s, which dropped by 61% as a result of lowering the selling prices to reduce aged inventory for the three months ended September 30, 2025. The reason for, and the percentage of the decrease in net revenues for the three months ended September 30, 2025 compared to the figure for the same period in 2024 that were disclosed in the NT 10-Q filed with the SEC on November 17, 2025, was incorrect and is hereby corrected.

Current report

Interest expenses, net were $0.54 million for the three months ended September 30, 2025, an increase of $0.52 million from interest expenses, net of $0.02 million for the three months ended September 30, 2024. This increase was primarily because of an increase in loans payable with higher average annual interest rate to finance the business operation of the Company for the three months ended September 30, 2025.

Current report

Results of Operations for the Six Months Ended September 30, 2025 and 2024

Current report

The following table sets forth the components of our results of operations for the six months ended September 30, 2025 and 2024:

Current report

Our net revenues were $9.2 million for the six months ended September 30, 2025, a decrease of 37.2%, from $14.7 million for the six months ended September 30, 2024. The decrease in our net revenues was driven by a decrease in total units sold, which decreased by 2,924 units, from 31,936 units for the six months ended September 30, 2024 to 29,012 units for the six months ended September 30, 2025, and as a result of lowering the selling prices to reduce aged inventory. From the six months ended September 30, 2024 to the six months ended September 30, 2025, while the number of units sold of certain other types of products increased, the quantities of motorcycles and batteries sold, which normally contribute significantly to revenues, decreased by 641 units and 5,332 units, respectively, thereby resulting in an overall decrease in the total number of units sold.

Current report

Our retail sales revenue decreased by $7.0 million, or 54.7%, from $12.8 million for the six months ended September 30, 2024 to $5.8 million for the six months ended September 30, 2025. Our wholesale revenue increased by $1.2 million, or 65.5%, from $1.9 million for the six months ended September 30, 2024 to $3.2 million for the six months ended September 30, 2025. The decrease in retail sales revenue is mainly due to decrease in number of retail stores during the six months ended September 30, 2025. The increase in wholesales revenue was driven primarily by contributions from the disposed entities during the six months ended September 30, 2025. Although certain retail stores were sold, these stores continued to purchase products from the Company, which contributed to the increase of wholesale revenue.

Current report

Cost of revenues decreased by 31.0 %, from $8.7 million for the six months ended September 30, 2024, to $6.0 million for the six months ended September 30, 2025. The decrease in cost of revenues was primarily attributable to a reduction in battery sales volume, as discussed previously. These factors collectively contributed to the overall decrease in cost of revenues.

Current report

Gross profit for the six months ended September 30, 2025 and 2024 was $3.2 million and $6.0 million, respectively. Gross margin was 35.1% and 40.9% for the six months ended September 30, 2025 and 2024, respectively. The decrease in gross margin was driven primarily by the decrease of the average sale price of our EVs for the six months ended September 30, 2025 when compared with the six months ended September 30, 2024, and increased revenues from rental business with higher margin than our other businesses.

Current report

Total operating expenses were $5.8 million for the six months ended September 30, 2025, a decrease of $1.5 million, or 20.5%, compared to $7.3 million for the six months ended September 30, 2024. The decrease in operating expenses was attributable to the decrease in our payroll expenses, rent expenses, meals and entertainment expenses, professional fees, and development expenses as we downsized our business as discussed below.

Current report

Selling expenses primarily consist of payroll expenses, rent, utilities expenses, and advertising expenses of retail stores. Total payroll expenses were $1.2 million for the six months ended September 30, 2025, compared to $1.5 million for the six months ended September 30, 2024. Rent expenses were $0.7 million for the six months ended September 30, 2025, compared to $1.5 million for the six months ended September 30, 2024. Utilities expenses were $81,468 for the six months ended September 30, 2025, compared to $119,252 for the six months ended September 30, 2024. Advertising expenses were $32,870 for the six months ended September 30, 2025, compared to $0.2 million for the six months ended September 30, 2024 . The decrease in these expenses was primarily due to the closures and dispositions of retail stores in the six months ended September 30, 2025.

Current report

General and administrative expenses decreased during the six months ended September 30, 2025 compared to the previous year. Professional fees increased to $2.0 million for the six months ended September 30, 2024, compared to $1.3 million for the six months ended September 30, 2024, primarily attributable to the increase in audit fee, consulting fee, legal fee and IR expenses associated with our initial public offering and ongoing reporting obligations. Payroll expenses decreased to $0.4 million for the six months ended September 30, 2025 from $0.8 million for the six months ended September 30, 2024 primarily due to employees terminated in operation and accounting departments. Insurance expenses decreased to $0.3 million for the six months ended September 30, 2025, compared to $0.5 million for the same period of prior year as a result of less insurance policies purchased for closed stores during the six months ended September 30, 2025. Software development fee decreased to $0.27 million for the six months ended September 30, 2025, compared to $0.31 million for the same period in prior year as a result of less maintenance services required for Fly E-Bike app as a result of the closures and dispositions of retail stores during the six months ended September 30, 2025.

Current report

Income tax benefit was $10,247 for the six months ended September 30, 2025, a decrease of $83,243 from income tax benefit of $93,490 for the six months ended September 30, 2024. This decrease was primarily because of differences in the recognition of deferred tax assets and related valuation allowance for the six months ended September 30, 2025.

Current report

Net loss was $3.8 million for the six months ended September 30, 2025, an increase of $2.5 million, or 186.2%, from net loss of $1.3 million for the six months ended September 30, 2024, which was mainly attributable to the reasons discussed above.

Current report

Before interest expenses, income tax, depreciation, and amortization, for the six months ended September 30, 2025, our net loss was $2.2 million, an increase of $1.1 million, compared to net loss of $1.1 million for the six months ended September 30, 2024, which was mainly attributable to the decrease in revenue, decrease in selling and general and administrative expense described above. The ratio of EBITDA to revenue was negative 24.2% and 7.7% for the six months ended September 30, 2025 and 2024, respectively.

Showing the first 40 of 41 passages. Open the source sections for the rest.

Removed paragraphs (3)

Previous report

For the three months ended June 30, 2025, our net revenues decreased by 32.3% to $5.3 million, compared to $7.9 million for the same period in 2024, which was primarily driven by a decrease in total units sold, which dropped by 6,432 units, from 16,880 units for the three months ended June 30, 2024, to 10,448 units for the three months ended June 30, 2025, and by the decreased average sales price of EV, which decreased by $93 per EV, from $1,053 in the three months ended June 30, 2024 to $960 in the three months ended June 30, 2025. The decrease in volume is mainly due to recent lithium-battery accidents involving E-Bikes and E-Scooters. With an increasing number of lithium-battery explosion incidents in New York, customers are less inclined to purchase E-Bikes. Consequently, sales have declined as customers opt for oil-powered vehicles over electric vehicles. The decrease in volume also attributed in part to the closures and disposition of our retail stores during the three months ended June 30, 2025. The decrease in average sales price was primarily attributable to changes in product mix and promotional pricing strategies implemented during the three months ended June 30, 2025.

Previous report

Our net revenues were $5.3 million for the three months ended June 30, 2025, a decrease of 32.3%, from $7.9 million for the three months ended June 30, 2024. The decrease in our net revenues was primarily driven by a decrease in sales volume by 6,432 units, from 16,880 units for the three months ended June 30, 2024, to 10,448 units for the three months ended June 30, 2025 and the decreased average sales price of EV, which decreased by $93 per EV, from $1,053 in the three months ended June 30, 2024 to $960 in the three months ended June 30, 2025.
Reworded paragraphs (42)

Previous wording

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto included in this quarterly report. The following discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. See “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”.

Current wording

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this quarterly report. The following discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. See “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”.

Previous wording

Fly E-Bike was established in 2018 with its first store opened in New York. Our business has grown rapidly since then and we are now one of the leading providers of E-bikes for food delivery workers in New York City. As of August 19, 2025, we have 16 stores, including 15 retail stores in the U.S and one retail store in Canada. The Company offers rental services from selected locations in New York, Toronto, and Los Angeles. We also operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States. In addition, we plan to open a second online store focusing on selling gas bikes in the future. We plan extend our business into South America and Europe in the future.

Current wording

Fly E-Bike was established in 2018 with its first store opened in New York. Our business has grown rapidly since then and we are now one of the leading providers of E-bikes for food delivery workers in New York City. As of December 16, 2025, we have 13 stores, including 12 retail stores in the U.S and one retail store in Canada. The Company offers rental services from selected locations in New York, Toronto, and Los Angeles. We also operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States. In addition, we plan to open a second online store focusing on selling gas bikes in the future. We plan to extend our business into South America and Europe in the future.

Previous wording

We have a diversified product portfolio that is designed to satisfy the various demands of our customers and address different urban travel scenarios. Additionally, we aim to refresh our product offerings continuously to align with evolving market trends. As of August 19, 2025, we offered 27 E-motorcycle products, 36 E-bike products and 38 E-scooter products.

Current wording

We have a diversified product portfolio that is designed to satisfy the various demands of our customers and address different urban travel scenarios. Additionally, we aim to refresh our product offerings continuously to align with evolving market trends. As of December 16, 2025, we offered 27 E-motorcycle products, 37 E-bike products and 38 E-scooter products.

Previous wording

We also operate a rental program to meet the increasing market demand for safe, UL-certified e-bikes in compliance with New York State regulations. The rental service, now available in New York City, Toronto, and Los Angeles via the Go Fly rental service mobile app and select Fly E-Bike stores, provides users with a flexible and affordable e-bike rental option. As part of our growth strategy, we plan to expand the rental service to Miami in the near term.

Current wording

We also operate a rental program to meet the increasing market demand for safe, UL-certified e-bikes in compliance with New York State regulations. The rental service, now available in New York City, and Los Angeles via the Go Fly rental service mobile app and select Fly E-Bike stores, provides users with a flexible and affordable e-bike rental option. As part of our growth strategy, we plan to expand the rental service to Miami in the near term.

Previous wording

We source a significant portion of our vehicle components from China and the United States, and then assemble them into our vehicles in a facility located in Maspeth, New York. For the three months ended June 30, 2025, we produced 1,236 E-motorcycles, 384 E-bikes and 88 E-scooters at the same facility.

Current wording

We source a significant portion of our vehicle components from China and the United States, and then assemble them into our vehicles in a facility located in Maspeth, New York. For the three months ended September 30, 2025, we produced 1,146 E-motorcycles, 3,270 E-bikes and 756 E-scooters at the same facility. For the six months ended September 30, 2025, we produced 3,114 E-motorcycles, 4,783 E-bikes and 1,280 E-scooters at the same facility.

Previous wording

On May 21, 2025, Company, along with its certain subsidiaries and certain individuals, and UL entered into a settlement and release agreement (the “Settlement Agreement”) on mutually acceptable settlement terms. Pursuant to the Settlement Agreement, the Company and the other defendants agreed to pay UL an aggregate amount of $1,000,000 before November 30, 2025, and entered into a Consent Judgment and Permanent Injunction pursuant to which the Company and the other defendants agreed not to offer for sale, sell, or distribute products with UL Marks that were not tested and certified by UL. From May 28 to July 15, 2025, the Company paid $350,000 to UL.

Current wording

On May 21, 2025, Company, along with its certain subsidiaries and certain individuals, and UL entered into a settlement and release agreement (the “Settlement Agreement”) on mutually acceptable settlement terms. Pursuant to the Settlement Agreement, the Company and the other defendants agreed to pay UL an aggregate amount of $1,000,000 before November 30, 2025, and entered into a Consent Judgment and Permanent Injunction pursuant to which the Company and the other defendants agreed not to offer for sale, sell, or distribute products with UL Marks that were not tested and certified by UL. During the six months ended September 30, 2025, the Company paid $800,000 to UL. From October 1, 2025 to the date of this report, the Company paid $200,000 to UL.

Previous wording

On June 16, 2025, the board of directors approved a one-for-five (1:5) reverse stock split of the Company’s issued and outstanding shares of common stock (the “2025 Reverse Stock Split”). On July 2, 2025, the Company filed with the Secretary of State of the State of Delaware the Second Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the 2025 Reverse Stock Split. The 2025 Reverse Stock Split became effective as of 5:00 p.m., Eastern Time, on July 3, 2025, and the Company’s common stock began trading on the Nasdaq Stock Market on a split-adjusted basis on July 7, 2025.

Current wording

On June 16, 2025, the board of directors approved a one-for-five (1:5) reverse stock split of the Company’s issued and outstanding shares of common stock (the “2025 First Reverse Stock Split”). On July 2, 2025, the Company filed with the Secretary of State of the State of Delaware the Second Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the 2025 First Reverse Stock Split. The 2025 First Reverse Stock Split became effective as of 5:00 p.m., Eastern Time, on July 3, 2025, and the Company’s common stock began trading on the Nasdaq Stock Market on a split-adjusted basis on July 7, 2025.

Previous wording

After the 2025 Reverse Stock Split, every five (5) shares of the Company’s issued and outstanding common stock have been automatically converted into one share of common stock, without any change in the par value per share. In addition, (i) a proportionate adjustment has been made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants to purchase shares of common stock, and (ii) the number of shares reserved for issuance pursuant to the Company’s stock incentive plan has been reduced proportionately. Any fraction of a share of common stock created as a result of the 2025 Reverse Stock Split was rounded up to the nearest whole share. The Company’s common stock continues to trade on the Nasdaq Capital Market under the symbol “FLYE.”

Current wording

After the 2025 First Reverse Stock Split, every five (5) shares of the Company’s issued and outstanding common stock have been automatically converted into one share of common stock, without any change in the par value per share. In addition, (i) a proportionate adjustment has been made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants to purchase shares of common stock, and (ii) the number of shares reserved for issuance pursuant to the Company’s stock incentive plan has been reduced proportionately. Any fraction of a share of common stock created as a result of the 2025 First Reverse Stock Split was rounded up to the nearest whole share. The Company’s common stock continues to trade on the Nasdaq Capital Market under the symbol “FLYE.”

Previous wording

Unless otherwise noted, the share and per share information in this report reflects the 2025 Reverse Stock Split.

Current wording

Unless otherwise noted, the share and per share information in this report reflects the two 2025 Reverse Stock Split.

Previous wording

On June 2, 2025, we closed our registered direct offering of an aggregate of (i) 5,719,111 shares of our common stock, par value $0.01 and (ii) 11,438,222 warrants (the “Warrants”) to purchase 11,438,222 shares of common stock at a combined purchase price per share and accompanying Warrants of $1.2140, resulting in net proceeds to us of $6.24 million after deducting placement agent fees and offering expenses. All of the shares (including shares underlying the Warrants) were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No. 333-286678), which was declared effective by the Securities and Exchange Commission on May 15, 2025. American Trust Investment Services, Inc. (“ATIS”) acted as the exclusive placement agent for the offering. We paid ATIS aggregate commissions of $219,430 and incurred offering expenses of $178,625.

Current wording

On June 2, 2025, we closed our registered direct offering of an aggregate of (i) 285,956 shares of our common stock, par value $0.01 and (ii) 571,912 warrants (the “Warrants”) to purchase 571,912 shares of common stock at a combined purchase price per share and accompanying Warrants of $24.28, resulting in net proceeds to us of $6.24 million after deducting placement agent fees and offering expenses. All of the shares (including shares underlying the Warrants) were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No. 333-286678), which was declared effective by the Securities and Exchange Commission on May 15, 2025. American Trust Investment Services, Inc. (“ATIS”) acted as the exclusive placement agent for the offering. We paid ATIS aggregate commissions of $219,430 and incurred offering expenses of $178,625.

Previous wording

During the three months ended June 30, 2025 and from July to August 2025, the Company disposed several subsidiaries as part of a disposal plan aimed at simplifying its legal and operational structure and improving administrative efficiency. The divestitures were not intended to be a strategic withdrawal from any specific geographic region or industry, but rather a measure to streamline the Company’s corporate structure and reduce complexity in financial reporting. Between April and August 2025, the Company sold 14 subsidiaries to third-party individuals in multiple transactions, for an aggregated cash consideration of approximately $1.5 million, of which $112,000 has been collected as of August 19, 2025. See “Note 14— Disposal of Subsidiaries” in the accompanying consolidated financial statements for details.

Current wording

During the six months ended September 30, 2025, the Company disposed several subsidiaries as part of a disposal plan aimed at simplifying its legal and operational structure and improving administrative efficiency. The divestitures were not intended to be a strategic withdrawal from any specific geographic region or industry, but rather a measure to streamline the Company’s corporate structure and reduce complexity in financial reporting. Between April and September 2025, the Company sold 17 subsidiaries to third-party individuals in multiple transactions, for an aggregated cash consideration of approximately $0.9 million. See “Note 14— Disposal of Subsidiaries” in the accompanying consolidated financial statements for details.

Previous wording

Our growth will depend on our ability to achieve sales targets, including our ability to attract new customers, which in turn depends in part on our ability to execute our retail strategy and produce effective marketing initiatives to expand our brand perception with prospective customers. As of August 19, 2025, we have 16 stores, including 15 retail stores in the U.S. and one retail store in Canada. We offer rental services from selected locations. We also operate one online store, focusing on selling E-motorcycles, E-bikes, and E-scooters and selling our product in the United States. It is critical for us to successfully manage production ramp-up and quality control to deliver to customers in adequate volume and quality.

Current wording

Our growth will depend on our ability to achieve sales targets, including our ability to attract new customers, which in turn depends in part on our ability to execute our retail strategy and produce effective marketing initiatives to expand our brand perception with prospective customers. As of December 16, 2025, we currently operate 13 stores, including 12 retail stores in the U.S. and one retail store in Canada. During the three months ended September 30, 2025, 9 retail stores in the U.S were sold for streamlining the Company’s corporate structure and reducing complexity in financial reporting and operating costs. We offer rental services from selected locations. We also operate one online store, focusing on selling E-motorcycles, E-bikes, and E-scooters and selling our product in the United States. It is critical for us to successfully manage production ramp-up and quality control to deliver to customers in adequate volume and quality.

Previous wording

Our payroll expenses were $1.0 million for the three months ended June 30, 2025, compared to $1.0 million for the three ended June 30, 2024. As eight stores were sold during the three months ended June 30, 2025, and an additional three stores were sold subsequently, we expect a decrease in payroll expenses in the next quarter due to reduced demand for store sales staff. Each of our retail stores has a minimum of two employees, and additional office employees will be hired to support retail stores in customer service and marketing. In addition, to maintain excellent customer service in our retail stores, each store will have at least one trained repair professional. Effective management of payroll expenses remains crucial to our ability to grow revenue and enhance our financial results, especially as we navigate a reduced workforce.

Current wording

Our payroll expenses were $0.6 million for the three months ended September 30, 2025, compared to $0.9 million for the three months ended September 30, 2024. Our payroll expenses were $1.2 million for the six months ended September 30, 2025, compared to $1.5 million for the six months ended September 30, 2024. As 17 stores were sold and 1 store was closed during the six months ended September 30, 2025, and the Company is planning to sell more stores in the subsequent quarter we expect a decrease in payroll expenses in the next quarter due to reduced demand for store sales staff. Each of our retail stores has a minimum of two employees, and additional office employees will be hired to support retail stores in customer service and marketing. In addition, to maintain excellent customer service in our retail stores, each store will have at least one trained repair professional. Effective management of payroll expenses remains crucial to our ability to grow revenue and enhance our financial results, especially as we navigate a reduced workforce.

Previous wording

During the three months ended June 30, 2025, we worked with two principal vendors, Depcl Corp. and Xiamen Innolabs Technology Co., Ltd, each of which respectively supplied approximately 64.5% and 11.7% of the accessories and components used in all our products for the three months ended June 30, 2025.

Current wording

During the three months ended September 30, 2025, we worked with two principal vendors, Depcl Corp. and Xiamen Innolabs Technology Co., Ltd, each of which respectively supplied approximately 72.0% and 6.6% of the accessories and components used in all our products for the three months ended September 30, 2025. During the six months ended September 30, 2025, we worked with two principal vendors, Depcl Corp. and Xiamen Innolabs Technology Co., Ltd, each of which respectively supplied approximately 68% and 7.6% of the accessories and components used in all our products for the six months ended September 30, 2025.

Previous wording

We expect that our selling and marketing expenses will continue to increase in the foreseeable future, as we plan to further expand our sales network and retail channels, and engage in more selling and marketing activities to enhance our brand and attract more purchases from new and existing customers.

Current wording

We expect that our selling and marketing expenses will decrease in the foreseeable future, as more retail stores are expected to be sold with reduced selling and marketing activities.

Previous wording

General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses, facilities and equipment expenses, such as depreciation and amortization expense and rent, and professional fees. We expect that our general and administrative will increase in the foreseeable future, as we hire additional personnel and incur additional expenses related to the anticipated growth of our business and our operation as a public company after the completion of our initial public offering.

Current wording

General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses, facilities and equipment expenses, such as depreciation and amortization expense and rent, and professional fees. We expect that our general and administrative will decrease in the foreseeable future, as more retail stores are expected to be sold with reduced general and administrative activities.

Previous wording

Our retail sales revenue decreased by $3.1 million, or 45.2%, from $6.9 million for the three months ended June 30, 2024 to $3.8 million for the three months ended June 30, 2025. Our wholesale revenue increased by $0.4 million, or 42.3%, from $1.0 million for the three months ended June 30, 2024 to $1.4 million for the three months ended June 30, 2025. The decrease in retail sales revenue is mainly due to recent lithium-battery accidents involving E-Bikes and E-Scooters. With an increasing number of lithium-battery explosion incidents in New York, customers are less inclined to purchase E-Bikes. Consequently, sales have declined as customers opt for oil-powered vehicles over electric vehicles. The decrease in retail sales also attributed in part to the closures and disposition of our retail stores during the three months ended June 30, 2025. The increase in wholesales revenue was driven primarily by the increase number of our dealers during the three months ended June 30, 2025.

Current wording

Our retail sales revenue decreased by $3.9 million, or 65.8%, from $5.9 million for the three months ended September 30, 2024 to $2.0 million for the three months ended September 30, 2025. Our wholesale revenue increased by $0.8 million, or 91.3%, from $0.9 million for the three months ended September 30, 2024 to $1.7 million for the three months ended September 30, 2025. The decrease in retail sales revenue is mainly due to recent lithium-battery accidents involving E-Bikes and E-Scooters. With an increasing number of lithium-battery explosion incidents in New York, customers are less inclined to purchase E-Bikes. Consequently, sales have declined as customers opt for oil-powered vehicles over electric vehicles. The decrease in retail sales also attributed in part to the closures and disposition of our retail stores during the three months ended September 30, 2025. The increase in wholesales revenue was driven primarily by revenue contribution from the dispositioned entities during the three months ended September 30, 2025. Although certain retail stores were sold, these stores continued to purchase products from the Company, which contributes an increase of wholesale revenue.

Previous wording

Cost of revenues decreased by 35.8%, from $4.8 million for the three months ended June 30, 2024, to $3.1 million for the three months ended June 30, 2025. The decrease in cost of revenues was primarily attributable to more favorable pricing obtained from our suppliers, particularly for batteries, as well as a reduction in sales volume, as discussed above.

Current wording

Cost of revenues decreased by 25.2%, from $3.9 million for the three months ended September 30, 2024, to $2.9 million for the three months ended September 30, 2025. The decrease in cost of revenues was primarily attributable to a reduction in sales volume, as discussed above.

Previous wording

Gross profit for the three months ended June 30, 2025 and 2024 was $2.3 million and $3.1 million, respectively. Gross margin was 42.4% and 39.4% for the three months ended June 30, 2025 and 2024, respectively. The increase in gross margin was mainly because of the increased revenues from rental business with higher margin than our other businesses. Gross margin of rental business was 79.8% and nil for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Gross profit for the three months ended September 30, 2025 and 2024 was $1.0 million and $2.9 million, respectively. Gross margin was 25.0% and 42.6% for the three months ended September 30, 2025 and 2024, respectively. The decrease in gross margin was mainly due to a combined effect of decrease in average unit price of EVs, which dropped by 61% for the three months ended September 30, 2025 and the increased revenues from rental business with higher margin than our other businesses. The rental business was launched in the fourth quarter of 2024. Gross margin of rental business was 79.8% and nil for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Total operating expenses were $3.8 million for the three months ended June 30, 2025, an increase of $0.6 million, or 19.7%, compared to $3.1 million for the three months ended June 30, 2024. The increase in operating expenses was attributable to the increase in our depreciation expense, professional fees, product and software development expenses, as more fully discussed below.

Current wording

Total operating expenses were $2.0 million for the three months ended September 30, 2025, a decrease of $2.1 million, or 51.0%, compared to $4.1 million for the three months ended September 30, 2024. The increase in operating expenses was attributable to the increase in our depreciation expense, professional fees, product and software development expenses, as more fully discussed below.

Previous wording

Selling expenses primarily consist of payroll expenses, rent, and advertising expenses of retail stores. Total payroll expenses were $0.6 million for the three months ended June 30, 2025, compared to $0.6 million for the three months ended June 30, 2024. Rent was $0.4 million for the three months ended June 30, 2025, compared to $0.7 million for the three months ended June 30, 2024. Advertising expenses were $17,413 for the three months ended June 30, 2025, compared to $68,519 for the three months ended June 30, 2024. The decrease in rental expense was primarily due to the closures and dispositions of retail stores during this quarter.

Current wording

Selling expenses primarily consist of payroll expenses, rent, and advertising expenses of retail stores. Total payroll expenses were $0.6 million for the three months ended September 30, 2025, compared to $0.9 million for the three months ended September 30, 2024. Rent was $0.3 million for the three months ended September 30, 2025, compared to $0.8 million for the three months ended September 30, 2024. Advertising expenses were $15,457 for the three months ended September 30, 2025, compared to $129,542 for the three months ended September 30, 2024 . The decrease in these expenses was primarily due to the closures and dispositions of retail stores during this quarter.

Previous wording

General and administrative expenses increased during the three months ended June 30, 2025 compared to the same period of previous year. Professional fees increased to $1.5 million for the three months ended June 30, 2025, compared to $0.4 million for the three months ended June 30, 2024, primarily attributable to the increase in audit fee, consulting fee, legal fee and IR expenses associated with our public offering and ongoing reporting obligations. Payroll expenses decreased to $0.2 million for the three months ended June 30, 2025 from $0.4 million for the three months ended June 30, 2024 primarily due to decrease in headcount of office assistants. Depreciation expense increased to $0.6 million for the three months ended June 30, 2025, compared to $0.2 million for the same period in prior year due to the increasing cost basis of fixed assets.

Current wording

General and administrative expenses decreased during the three months ended September 30, 2025 compared to the same period of previous year. Professional fees decreased to $0.5 million for the three months ended September 30, 2025, compared to $0.9 million for the three months ended September 30, 2024, primarily attributable to the decrease in audit fee, consulting fee, legal fee and IR expenses associated with our public offering and ongoing reporting obligations. Payroll expenses decreased to $0.1 million for the three months ended September 30, 2025 from $0.4 million for the three months ended September 30, 2024 primarily due to decrease in headcount of office assistants. Depreciation expense increased to $0.06 million for the three months ended September 30, 2025, compared to $0.04 million for the same period in prior year due to the increasing cost basis of fixed assets.

Previous wording

Income taxes benefit was $50,259 for the three months ended June 30, 2025, a change from $72,445 income tax provision for the three months ended June 30, 2024. Although the Company incurred pre-tax losses in both periods, the change was primarily because of differences in the recognition of deferred tax assets and related valuation allowance.

Current wording

Income taxes expense was $40,012 for the three months ended September 30, 2025, a change from income tax benefit of $165,935 for the three months ended September 30, 2024. Although the Company incurred pre-tax losses in both periods, the change was primarily because of differences in the recognition of deferred tax assets and related valuation allowance.

Previous wording

Net loss was $2.0 million for the three months ended June 30, 2025, an increase of $1.7 million, or 1,019.0%, from net loss of $0.2 million for the three months ended June 30, 2024, which was mainly attributable to the reasons discussed above.

Current wording

Net loss was $1.8 million for the three months ended September 30, 2025, an increase of $0.6 million, or 55.4%, from net loss of $1.1 million for the three months ended September 30, 2024, which was mainly attributable to the reasons discussed above.

Previous wording

Before interest expenses, income tax, depreciation, and amortization, for the three months ended June 30, 2025, our net loss was $1.3 million, a change of $1.3 million, compared to net income of $57,021 for the three months ended June 30, 2024, which was mainly attributable to the decrease in revenue, and increase in general and administrative expenses described above. The ratio of EBITDA to revenue was (23.9)% and 0.7% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Before interest expenses, income tax, depreciation, and amortization, for the three months ended September 30, 2025, our net loss was approximately $1.0 million, a decrease of approximately $0.2 million, compared to net loss of $1.2 million for the three months ended September 30, 2024, which was mainly attributable to the decrease in revenue, selling expenses and general and administrative expenses described above. The ratio of EBITDA to revenue was negative 24.7% and negative 17.5% for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

As of June 30, 2025, we had cash of $2.3 million. We had working capital of $6.0 million and $1.3 million as of June 30, 2025 and March 31, 2025, respectively. We had net loss of $2.0 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively. During the three months ended June 30, 2025, net cash used in operating activities of the Company was approximately $5.3 million. As of June 30, 2025, the Company had a current portion of contractual obligation of approximately $9.3 million.

Current wording

As of September 30, 2025, we had cash of $2.5 million. We had working capital of $8.1 million and $1.3 million as of September 30, 2025 and March 31, 2025, respectively. We had net loss of $3.7 million and $1.3 million for the six months ended September 30, 2025 and 2024, respectively. During the six months ended September 30, 2025, net cash used in operating activities of the Company was approximately $7.7 million. As of September 30, 2025, the Company had a current portion of contractual obligation of approximately $7.8 million, including short-term loan payables of approximately $5.5 million, current portion of long-term loan payables of approximately $0.2 million, accrued UL penalty of $0.2 million and current portion of operating lease liabilities of approximately $1.8 million.

Previous wording

On June 4, 2025, the Company issued 5,719,111 shares of common stock, at a price of $1.2140 per share in its follow-on public offering for gross proceeds of $6.9 million, prior to deducting the placement agent’s fees and offering expenses payable by the Company.

Current wording

On June 4, 2025, the Company issued 285,956 shares of common stock, at a price of $24.28 per share in its follow-on public offering for gross proceeds of $6.9 million, prior to deducting the placement agent’s fees and offering expenses payable by the Company.

Previous wording

As of June 30, 2025, the Company had working capital of approximately $6.0 million and cash of approximately $2.3 million. The main cash outflow for the three months ended June 30, 2025 was from net loss of $2.0 million, a decrease in accounts payable of $0.9 million, an increase in accounts receivable of $0.6 million, and an increase in prepayments and other receivables of $1.9 million. As of June 30, 2025, the Company had a current portion of contractual obligation of approximately $9.3 million. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. For the next 12 months from the issuance date of this report, we plan to alleviate the going concern risk through (i) equity financing to support the Company’s working capital; (ii) other available sources of financing (including debt) from banks and other financial institutions; and (iii) financial support from the Company’s related parties. The issuance and sale of additional equity would result in further dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. In the event that financing sources are not available, or that we are unsuccessful in increasing our gross profit margin and reducing operating losses, we may be unable to implement our current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on our business, financial condition and results of operations and may materially adversely affect our ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern.

Current wording

As of September 30, 2025, the Company had working capital of approximately $8.1 million and cash of approximately $2.5 million. The main cash outflow for the six months ended September 30, 2025 was from net loss of $3.8 million, a decrease in accounts payable of $0.7 million, an increase in accounts receivable of $1.0 million, an increase in inventory of $1.1 million, and an increase in prepayments and other receivables of $1.4 million. As of September 30, 2025, the Company had a current portion of contractual obligation of approximately $7.8 million, including short-term loan payables of approximately $5.5 million, current portion of long-term loan payables of approximately $0.2 million, accrued UL penalty of $0.2 million and current portion of operating lease liabilities of approximately $1.8 million. The Company became default of repayment for loan with Peapack-Gladstone Bank since August 31, 2025. For the six months ended September 30, 2025, the Company paid $373,683 on interest of the line of credit without further penalty. From October 1 to December 16, 2025, the Company paid $1,000,000, $172,693 and $117,921 on principal, interest and forbearance fee of the loan, respectively. Up to the date of this report, the Company entered into forbearance and modification agreement with the bank on November 7, 2025 for extension of repayment deadline with interest rate of 12.875% to March 31, 2026. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. For the next 12 months from the issuance date of this report, we plan to alleviate the going concern risk through (i) equity financing to support the Company’s working capital; (ii) other available sources of financing (including debt) from banks and other financial institutions; and (iii) financial support from the Company’s related parties. The issuance and sale of additional equity would result in further dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. In the event that financing sources are not available, or that we are unsuccessful in increasing our gross profit margin and reducing operating losses, we may be unable to implement our current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on our business, financial condition and results of operations and may materially adversely affect our ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern.

Previous wording

Our accounts receivable represent primarily accounts receivable from distributors that purchased our EVs and other products. As of June 30, 2025 and March 31, 2025, our accounts receivable, net of allowance for credit losses, was $1.1 million and $0.5 million, respectively. Our accounts receivable turnover period decreased from 71 days in the year ended March 31, 2025 to 57 days in the quarter ended June 30, 2025 which was mainly attributable to the implementing stricter credit policies to customers.

Current wording

Our accounts receivable represent primarily accounts receivable from distributors that purchased our EVs and other products. As of September 30, 2025 and March 31, 2025, our accounts receivable, net of allowance for credit losses, was $1.5 million and $0.5 million, respectively. Our accounts receivable turnover period decreased from 71 days in the year ended March 31, 2025 to 69 days in the six months ended September 30, 2025 which was mainly attributable to the implementing stricter credit policies to customers.

Previous wording

Our accounts payable represent primarily accounts payable to suppliers from whom we purchased accessories and components for our products. As of June 30, 2025 and March 31, 2025, our accounts payable were $0.4 million and $1.3 million, respectively. Our accounts payable turnover period decreased to 30 days for the quarter ended June 30, 2025 from 33 days for the year ended March 31, 2025, which was primarily due to the Company’s accelerated payments to certain suppliers during the quarter. The company pay invoices more promptly to ensure continued favorable terms and reliable service.

Current wording

Our accounts payable represent primarily accounts payable to suppliers from whom we purchased accessories and components for our products. As of September 30, 2025 and March 31, 2025, our accounts payable were $0.6 million and $1.3 million, respectively. Our accounts payable turnover period decreased to 20 days for the six months ended September 30, 2025 from 33 days for the year ended March 31, 2025, which was primarily due to the Company’s accelerated payments to certain suppliers during the quarter. The company pay invoices more promptly to ensure continued favorable terms and reliable service.

Previous wording

Our prepayments and other receivables primarily represent prepayments to vendors and other service providers. These prepayments and receivables increased by $2.6 million, from $3.7 million as of March 31, 2025, to $6.3 millionas of June 30, 2025. This significant increase is mainly due to the launch of Company’s E-bike rental services, which required additional inventory. As a result, during the three months ended June 30, 2025, the Company made substantial prepayments to vendors to secure inventory for the new services.

Current wording

Our prepayments and other receivables primarily represent prepayments to vendors and other service providers. These prepayments and receivables increased by $2.3 million, from $3.7 million as of March 31, 2025, to $5.9 million as of September 30, 2025. This significant increase is mainly due to the launch of Company’s E-bike rental services, which required additional inventory. As a result, during the six months ended September 30, 2025, the Company made substantial prepayments to vendors to secure inventory for the new services.

Previous wording

Our inventories primarily include our EVs, their accessories and spare parts. As of June 30, 2025 and March 31, 2025, our inventories, net of allowance, were $5.9 million and $6.4 million, respectively. The decrease in inventories was primarily due to our preparation for the new rental business. Our inventory turnover days increased to 196 days in the quarter ended June 30, 2025, from 143 days in the year ended March 31, 2025, which was primarily due to strategic inventory buildup, allowing us to start new services.

Current wording

Our inventories primarily include our EVs, their accessories and spare parts. As of September 30, 2025 and March 31, 2025, our inventories, net of allowance, were $6.5 million and $6.4 million, respectively. The increase in inventories was primarily due to our plan for the new rental and maintenance services business. Our inventory turnover days increased to 273 days in the six months ended September 30, 2025, from 143 days in the year ended March 31, 2025, which was primarily due to strategic inventory buildup, allowing us to start new services.

Previous wording

As of June 30, 2025 and March 31, 2025, the total outstanding amount of loan principal was $8.7 million and $7.4 million, respectively. For the three months ended June 30, 2025 and 2024, the interest expenses on our outstanding loans amounted to $546,234 and $68,082, respectively. See Note 8 to the Unaudited Condensed Consolidated Financial Statements included within this quarterly report for further information on details of our outstanding loans.

Current wording

As of September 30, 2025 and March 31, 2025, the total outstanding amount of loan principal was $7.8 million and $7.4 million, respectively. For the six months ended September 30, 2025 and 2024, the interest expenses on our loans amounted to $1.1 million and $91,877, respectively. See Note 8 to the Unaudited Condensed Consolidated Financial Statements included within this quarterly report for further information on details of our outstanding loans.

Previous wording

The following table summarizes our cash flow data for the three months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our cash flow data for the six months ended September 30, 2025 and 2024:

Previous wording

Net cash used in operating activities for the three months ended June 30, 2025 was $5.3 million, which was due to net loss of $2.0 million, an increase in accounts receivable of $0.6 million, a decrease in accounts payable of $0.9 million, a decrease in operating lease liabilities of $0.8 million, a decrease in accrued expenses and other payables of $0.3 million, and an increase in prepayments and other receivables of $2.0 million, partially offset by amortization of right-of-use assets of $0.8 million, depreciation expenses of $0.2 million, and additional inventories reserve of $0.2 million provided during the quarter.

Current wording

Net cash used in operating activities for the six months ended September 30, 2025 was $7.7 million, which was due to net loss of $3.8 million, a decrease in accounts payable of $0.7 million, a decrease of accrued expenses and other payables of $0.8 million, an increase in accounts receivable of $1.0 million, an increase in inventory of $1.1 million, an increase in prepayments and other receivables of $1.4 million, and decrease in operating lease liabilities of $2.7 million partially offset by amortization of right-of-use assets of $2.7 million, depreciation expenses of $0.4 million, and inventories impairment loss of $0.6 million provided during the six months ended September 30, 2025.

Previous wording

Net cash used in operating activities for the three months ended June 30, 2024 was $4.5 million, which was due to net loss of $0.2 million, a decrease in tax payable of $0.4 million, and a decrease in accrued expenses and other payables of $0.5 million, an increase in inventories of $0.9 million, a decrease in account payable of $0.8 million, a decrease in operating lease liabilities of $0.6 million, an increase in prepayments for operation services to a related party of $0.2 million and an increase in prepayments and other receivables of $2.1 million, partially offset by amortization of right-of-use assets of $0.8 million and a decrease in accounts receivables - a related party of $0.3 million.

Current wording

Net cash used in operating activities for the six months ended September 30, 2024 was $9.4 million, which was due to net loss of $1.3 million, a decrease in tax payable of $1.5 million, and a decrease in accrued expenses and other payables of $0.4 million, an increase in inventories of $3.6 million, a decrease in account payable of $0.8 million, a decrease in operating lease liabilities of $1.5 million, and an increase in prepayments and other receivables of $1.8 million, partially offset by amortization of right-of-use assets of $1.7 million and a decrease in accounts receivables-related parties of $0.2 million.

Previous wording

Net cash used in investing activities was $0.4 million for the three months ended June 30, 2025, which was due to purchase of properties and equipment of $0.1 million, advance to a related party of $0.2 million, and cash released from disposal of entitiesof $0.1 million.

Current wording

Net cash used in investing activities was $0.5 million for the six months ended September 30, 2025, which was due to purchase of properties and equipment of $0.04 million, advance to a related party of $0.2 million, and cash released from disposal of entities of $0.2 million.

Previous wording

Net cash used in investing activities was $1.1 million for the three months ended June 30, 2024, which was due to prepayment made for purchase of software from a related party of $0.8 million, prepayments for property rights of $0.1 million, and the purchase of equipment of $0.4 million, partially offset by the repayment from a related party of $0.2 million.

Current wording

Net cash used in investing activities was $2.8 million for the six months ended September 30, 2024, which was due to purchases of properties and equipment of $1.6 million, purchase of GO FLY App from a related party of $0.5 million, purchase of software from a related party of $0.8 million, the advance to a related party of $0.5 million, and partially offset by the repayment from a related party of $0.5 million.

Previous wording

Net cash provided by financing activities was $7.1 million for the three months ended June 30, 2025, which consisted of net proceeds from our follow-on public offering of $6.4 million, and loan proceeds of $1.9 million, partially offset by repayments of loans of $0.6 million and payment of public offering costs of $0.5 million.

Current wording

Net cash provided by financing activities was $9.8 million for the six months ended September 30, 2025, which consisted of net proceeds from our follow-on public offering and private placement offering of $9.8 million, and loan proceeds of $1.9 million, partially offset by repayments of loans of $1.3 million and payment of public offering costs of $0.5 million.

Previous wording

Net cash provided by financing activities was $8.7 million for the three months ended June 30, 2024, which consisted of net proceeds of the IPO of $9.2 million, and loan proceeds of $0.2 million, partially offset by repayments of loans of $0.4 million and payment of IPO costs of $0.3 million.

Current wording

Net cash provided by financing activities was $12.1 million for the six months ended September 30, 2024, which consisted of net proceeds of the IPO of $9.2 million, and loan proceeds of $3.7 million, partially offset by repayments of loans of $0.4 million and payment of IPO costs of $0.3 million.

Showing the first 40 of 42 pairs. Open the source sections for the rest.

Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

On September 15, 2025,the Company planned to hold a special meeting of stockholders, but adjourned to October 13, 2025 in order to achieve a quorum (the “Special Meeting”). At the special meeting, the stockholder approved a proposal to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.01 per share, , by a ratio in the range of 1-for-2 to 1-for-20, with such ratio to be determined in the discretion of the board of directors of the Company and with such action to be effected at such time and date, if at all, as determined by the board of directors within one year after the conclusion of the special meeting.

Current report — wording carried from elsewhere

On October 13, 2025, the board of directors approved a one-for-twenty (1:20) reverse stock split of the Company’s issued and outstanding shares of common stock (the “2025 Second Reverse Stock Split”). On October 23, 2025, the Company filed with the Secretary of State of the State of Delaware the Second Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the 2025 Second Reverse Stock Split. The 2025 Second Reverse Stock Split became effective on November 4, 2025, and the Company’s common stock began trading on the Nasdaq Stock Market on a split-adjusted basis on November 4, 2025.

Current report — wording carried from elsewhere

After the 2025 Second Reverse Stock Split, every twenty (20) shares of the Company’s issued and outstanding common stock have been automatically converted into one share of common stock, without any change in the par value per share. In addition, (i) a proportionate adjustment has been made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants to purchase shares of common stock, and (ii) the number of shares reserved for issuance pursuant to the Company’s stock incentive plan has been reduced proportionately. Any fraction of a share of common stock created as a result of the 2025 Second Reverse Stock Split was rounded up to the nearest whole share. The Company’s common stock continues to trade on the Nasdaq Capital Market under the symbol “FLYE.”

Current report — wording carried from elsewhere

The following table shows our gross profit and gross margin for the six months ended September 30, 2025 and 2024:

Current report — wording carried from elsewhere

The following table sets forth the components of our total operating expenses for the six months ended September 30, 2025 and 2024:

Current report — wording carried from elsewhere

The following table sets forth the components of our EBITDA for the six months ended September 30, 2025 and 2024: