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Description of Business, Organization and Basis of Presentation

9 Months Ended

Dec. 31, 2024

Description of Business, Organization and Basis of Presentation [Abstract]

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 has no substantive operations other than holding all of the issued and outstanding shares of Fly E-Bike Inc. (“Fly E-Bike”) and Fly EV, Inc. (“Fly EV”). Fly E-Bike and Fly EV were incorporated under the laws of the State of Delaware on August 22, 2022 and November 1, 2022, respectively. 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.”). During the nine months ended December 31, 2024, the Company closed four stores in the U.S. As of February 19, 2025, the Company has opened a total of 36 stores, including 35 retail stores in the U.S and one retail store in Canada. 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 under CTATE INC. (“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”). 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 unaudited condensed 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 unaudited condensed consolidated financial statements of Fly-E Group.

On June 7, 2024, the Company issued 2,250,000 shares of common stock, at a price of $4.00 per share in its initial public offering (“IPO”). The gross proceeds of the offering were $9.0 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by the Company. In addition, the Company granted the underwriters a 30-day option to purchase an additional 337,500 shares of common stock at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments. On June 25, 2024, the Company issued an additional 337,500 shares of common stock to the underwriters of its IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option. Net proceeds received by the Company from its initial public offering, including the exercise of the over-allotment option, were approximately $9.2 million. The Company also issued to The Benchmark Company, LLC (“Benchmark”), the representative of the underwriters warrants to purchase 129,375 shares.

The unaudited condensed consolidated financial statements include the financial statements of the Company and each of the following subsidiaries as of December 31, 2024.

Name		Background		Ownership
FLY-E GROUP, INC.		● A Delaware corporation ● Incorporated on November 1, 2022 ● A holding company		Parent Company

FLY EV, INC.		● A Delaware corporation ● Incorporated on November 1, 2022 ● A holding Company		100% owned by Fly-E Group, Inc.

FLY E-BIKE, INC.		● A Delaware Company ● 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		100% owned by Fly E-Bike, Inc.

UFOTS CORP.		● A New York corporation ● Incorporated on May 2, 2019 ● A retail store		100% owned by Fly E-Bike, Inc.

ARFY CORP.		● A New York corporation ● Incorporated on April 29, 2020 ● A retail store		100% owned by Fly E-Bike, Inc.

TKPGO CORP.		● A New York corporation ● Incorporated on July 3, 2018 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYFLS INC		● A New York corporation ● Incorporated on October 13, 2020 ● A retail store and corporate office		100% owned by Fly E-Bike, Inc.

FLY37 INC		● A New York corporation ● Incorporated on October 14, 2020 ● No operation		100% owned by Fly E-Bike, Inc.

FIYET INC		● A New York corporation ● Incorporated on November 12, 2020 ● A retail store		100% owned by Fly E-Bike, Inc.

FLY GC INC.		● A New York corporation ● Incorporated on November 13, 2020 ● A retail store		100% owned by Fly E-Bike, Inc.

FLY MHT INC.		● A New York corporation ● Incorporated on December 15, 2020 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYAM INC		● A New York corporation ● Incorporated on February 19, 2021 ● A retail store		100% owned by Fly E-Bike, Inc.

OFLYO INC		● A New York corporation ● Incorporated on March 29, 2021 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYEBIKE INC		● A New York corporation ● Incorporated on March 30, 2021 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYCLB INC		● A New York corporation ● Incorporated on April 15, 2021 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYEBIKE NJ INC		● A New Jersey corporation ● Incorporated on June 8, 2021 ● A retail store		100% owned by Fly E-Bike, Inc.

ESEBIKE INC		● A New York corporation ● Incorporated on October 13, 2021 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYEBIKEMIAMI INC		● A Florida corporation ● Incorporated on June 30, 2021 ● No operation		100% owned by Fly E-Bike, Inc.

GOFLY INC		● A Texas corporation ● Incorporated on July 23, 2021 ● A retail store		100% owned by Fly E-Bike, Inc.

FLY14 CORP.		● A New York corporation ● Incorporated on September 15, 2021 ● A retail store		100% owned by Fly E-Bike, Inc.

EDISONEBIKE INC.		● A New York corporation ● Incorporated on October 13, 2021 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYTRON INC.		● A New York corporation ● Incorporated on November 9, 2021 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYCYCLE INC.		● A New York corporation ● Incorporated on January 10, 2022 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYNJ2 INC.		● A New Jersey corporation ● Incorporated on February 10, 2022 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYBWY INC.		● A New York corporation ● Incorporated on March 2, 2022 ● No operation		100% owned by Fly E-Bike, Inc.

FLYCORONA INC.		● A New York corporation ● Incorporated on March 9, 2022 ● A retail store		100% owned by Fly E-Bike, Inc.

MEEBIKE		● A New York corporation ● Incorporated on March 25, 2022 ● A retail store		100% owned by Fly E-Bike, Inc.

FLY6AVE, INC.		● A New York corporation ● Incorporated on April 16, 2022 ● A retail store		100% owned by Fly E-Bike, Inc.

FLY E BIKE NJ3, INC		● A New Jersey corporation ● Incorporated on July 18, 2022 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYEBIKE BROOKLYN, INC.		● A New York corporation ● Incorporated on November 2, 2022 ● No operation		100% owned by Fly E-Bike, Inc.

FLY E-BIKE SAN ANTONIO INC		● A Texas corporation ● Incorporated on January 1, 2023 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYEBIKE WORLD INC.		● A New York corporation ● Incorporated on February 27, 2023 ● A retail store		100% owned by Fly E-Bike, Inc.

FLY DELIVERY INC.		● A New York corporation ● Incorporated on March 2, 2023 ● A delivery store		100% owned by Fly E-Bike, Inc.

FLYEBIKE MIAMI2 INC.		● A Florida corporation ● Incorporated on April 13, 2023 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYDC INC.		● A Washington, DC corporation ● Incorporated on May 31, 2023 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYMHT659 INC.		● A New York corporation ● Incorporated on June 2, 2023 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYBX745 INC.		● A New York corporation ● Incorporated on June 15, 2023 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYJH8509 INC.		● A New York corporation ● Incorporated on August 30, 2023 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYBX2381 INC.		● A New York corporation ● Incorporated on August 30, 2023 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYNJ4 INC.		● A New York corporation ● Incorporated on October 4, 2023 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYTORONTO Corp.		● A Toronto corporation ● Incorporated on October 18, 2023 ● A retail store		100% owned by Fly E-Bike, Inc.

FLYLA INC.		● A California corporation ● Incorporated on December 1, 2023 ● A retail and rental store		100% owned by Fly E-Bike, Inc.

FWMOTOR INC.		● A New York corporation ● Incorporated on April 3, 2024 ● A retail store		100% owned by Fly E-Bike, Inc.

DCMOTOR INC.		● A Maryland corporation ● Incorporated on April 9, 2024 ● A retail store		100% owned by Fly E-Bike, Inc.

AOFL LLC		● A New York corporation ● Incorporated on June 25, 2024 ● A holding company		100% owned by Fly E-Bike, Inc.

GOBIKE INC		● A New York corporation ● Incorporated on July 16, 2024 ● A rental store		100% owned by Fly E-Bike, Inc.

FLYEBIKE BOSTON INC.		● A Massachusetts corporation ● Incorporated on September 1, 2024 ● A retail store		100% owned by Fly E-Bike, Inc.

Liquidity and Going Concern

In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Debt financing from financial institutions and equity financings have been utilized to finance the working capital requirements of the Company.

On June 7, 2024, the Company closed the IPO of 2,250,000 shares of the common stock at the price of $4.00 per share, resulting in net proceeds to the Company of $7.9 million after deducting underwriting discounts and commissions and offering expenses. On June 25, 2024, the Company sold an additional 337,500 shares of common stock to the underwriters of the IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option and received net proceeds of approximately $1.2 million.

As of December 31, 2024, the Company had working capital of approximately $3.0 million and cash of approximately $1.4 million. During the three and nine months ended December 31, 2024, the Company had net loss of approximately $0.7 million and $2.0 million, respectively. During the nine months ended December 31, 2024, net cash used in operating activities of the Company was approximately $9.4 million. As of December 31, 2024, the Company had a current portion of contractual obligation of approximately $8.2 million. Management has determined there is substantial doubt about its ability to continue as a going concern. Management plans 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. There is no assurance that the Company will be successful in implementing the foregoing plans or that additional financing will be available to the Company on commercially reasonable terms, or at all. The Company’s inability to secure needed financing when required could require material changes to the Company’s business plans and could have a material adverse effect on the Company’s ability to continue as a going concern and results of operations. The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of such uncertainties.