{"url_path":"/sec/flye/proxy/2026-05-13/000121390026055914","section_key":"body","section_title":"PRE 14A body","topic":"sec","document":{"doc_type":"PRE 14A","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1975940/0001213900-26-055914-index.html","accession_number":"0001213900-26-055914","cik":"0001975940","ticker":"FLYE","issuer_name":"Fly-E Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1975940/0001213900-26-055914-index.html","primary_entity_key":"0001975940","primary_entity_name":"Fly-E Group, Inc."},"word_count":12473,"has_tables":true,"body_markdown":"PRE 14A\n1\nea0290258-pre14a_flyegroup.htm\nPRELIMINARY PROXY STATEMENT\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy Statement\nPursuant to Section 14(a) of the Securities Exchange Act of 1934**\n\nFiled by the Registrant ☒\n\nFiled by a Party other than the Registrant ☐\n\nCheck the appropriate box:\n\n☒Preliminary Proxy Statement\n\n☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n☐Definitive Proxy Statement\n\n☐Definitive Additional Materials\n\n☐Soliciting Material under § 240.14a-12\n\n**FLY-E GROUP, INC.**\n\n(Name of Registrant\nas Specified In Its Charter)\n\n(Name of Person(s) Filing Proxy Statement if other than the\nRegistrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\n☒No fee required\n\n☐Fees paid previously with preliminary materials.\n\n☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n** **\n\n**FLY-E GROUP, INC.**\n\n**NOTICE OF THE 2025 ANNUAL GENERAL MEETING OF\nSTOCKHOLDERS**\n\n**TO BE HELD ON JUNE 17, 2026**\n\n**TO THE STOCKHOLDERS OF FLY-E GROUP,\nINC.:**\n\nDear Stockholders:\n\nYou are invited to attend the 2025 annual general meeting of stockholders\n(the “Annual General Meeting”) of Fly-E Group, Inc. (the “Company,” “we,” “us,” or\n“our”), which will be held on June 17, 2026 at 10:00 a.m., Eastern Time, at 136-40 39th Avenue, Suite 202,\nFlushing, New York 11354, for the following purposes:\n\n1.To elect four directors to serve on our board of directors\nuntil their respective successors are duly elected and qualified, or until their respective earlier death, resignation or removal (the\n“Director Election Proposal”);\n\n2.To ratify the selection of Fortune CPA, Inc. (“Fortune\nCPA”) as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ended\nMarch 31, 2026 (the “Auditor Ratification Proposal”);\n\n3.To approve the amendment to the Company’s Amended and\nRestated Certificate of Incorporation (the “Charter”) to effect a reverse stock split of the Company’s common stock by a ratio in a range of 1-for-5 to 1-for-100, with such ratio to be determined in the discretion\nof 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\nof directors of the Company within one year after the conclusion of the Annual General Meeting (the “Reverse Stock Split Proposal”);\nand\n\n4.To approve one or more adjournments of the Annual General\nMeeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote\nat the time of the Annual General Meeting, there are not sufficient votes to approve other proposals (the “Adjournment Proposal”).\n\nStockholders of record of\nthe Company’s common stock at the close of business on May 5, 2026 are entitled to notice of, and to vote at, the Annual General\nMeeting or any adjournment or postponement thereof.\n\nYour attention is directed\nto the proxy statement accompanying this notice for a more complete statement of matters to be considered at the Annual General Meeting.\n\nThe Annual General Meeting\nwill be held on June 17, 2026, at 10:00 a.m., Eastern Time, at 136-40 39th Avenue, Suite 202, Flushing, New York 11354.\nIt is anticipated that the accompanying proxy statement and the enclosed proxy card will first be mailed on or about May 26, 2026 to stockholders\nentitled to vote as of the close of business on May 5, 2026. These proxy materials contain instructions on how to access this proxy statement\nonline at: *www.Transhare.com*, and how to submit your proxy to vote via the internet, telephone and/or mail.\n\n**Whether or not you plan\nto participate in this Annual General Meeting, your vote is very important and we encourage you to vote promptly. After reading the accompanying\nproxy statement, please promptly mark, sign and date the enclosed proxy card and return it by following the instructions on the proxy\ncard or voting instruction card or vote by telephone or by Internet. If you attend the Annual General Meeting, you will have the right\nto revoke the proxy and vote your shares. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please\nfollow the instructions you receive from your brokerage firm, bank, or other nominee to vote your shares.**\n\n** **\n\nBy Order of the Board of Directors,\n\nZhou Ou\n\nChief Executive Officer\n\nDated: [*], 2026\n\n**FLY-E GROUP, INC.\n136-40 39th Avenue\nFlushing, New York 11354**\n\n** **\n\n**PROXY STATEMENT FOR\nANNUL GENERAL MEETING OF STOCKHOLDERS\nTO BE HELD ON JUNE 17, 2026**\n\nFly-E Group, Inc., a\nDelaware corporation (the “Company,” “we,” “us,” or “our”) is soliciting proxies on behalf\nof the board of directors (the “Board”) in connection with the 2025 Annual General Meeting of the stockholders (the “Annual\nGeneral Meeting”), which will be held on June 17, 2026, at 10:00 a.m., Eastern Time, at 136-40 39th Avenue, Suite\n202, Flushing, New York 11354, for the following purposes:\n\n1.To elect four directors to serve on our board of directors\nuntil their respective successors are duly elected and qualified, or until their respective earlier death, resignation or removal (the\n“Director Election Proposal”);\n\n2.To ratify the selection of Fortune CPA, Inc. (“Fortune\nCPA”) as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ended\nMarch 31, 2026 (the “Auditor Ratification Proposal”);\n\n3.To approve the amendment to the Company’s Amended and\nRestated Certificate of Incorporation (the “Charter”) to effect a reverse stock split of the Company’s common stock by a ratio in a range of 1-for-5 to 1-for-100, with such ratio to be determined in the discretion\nof 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\nof directors of the Company within one year after the conclusion of the Annual General Meeting (the “Reverse Stock Split Proposal”);\nand\n\n4.To approve one or more adjournments of the Annual General\nMeeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote\nat the time of the Annual General Meeting, there are not sufficient votes to approve other proposals (the “Adjournment Proposal”).\n\nThe Board set May 5, 2026\nas the record date (the “Record Date”) to determine those holders of the common stock who are entitled to notice of, and to\nvote at, the Annual General Meeting. A list of the stockholders entitled to vote at the meeting may be examined at the Company’s\noffice during the 10-day period preceding the Annual General Meeting.\n\nIt is anticipated that on\nor about May 26, 2026, the Company will commence mailing to all stockholders as of the Record Date, this proxy statement and the enclosed\nproxy card. These proxy materials contain instructions on how to access this proxy statement online at: *www.Transhare.com*,\nand how to submit your proxy to vote via the internet, telephone and/or mail.\n\n** **\n\n**IMPORTANT: **Please\nmark, date, and sign the enclosed proxy card and promptly return it in the accompanying postage-paid envelope or vote by telephone\nor by Internet to assure that your shares are represented at the Annual General Meeting.\n\n1\n\n**GENERAL INFORMATION ABOUT VOTING**\n\n** **\n\n**Proxy Materials**\n\n** **\n\n**Why am I receiving these materials?**\n\nThe Company will commence\nmailing of the printed versions of the proxy materials to you on or around May 26, 2026, in connection with the solicitation of proxies\nfor use at the Company’s Annual General Meeting, which will take place on June 17, 2026, at 10:00 a.m., Eastern Time, at 136-40\n39th Avenue, Suite 202, Flushing, New York 11354.\n\nAs a stockholder, you are\ninvited to participate in the Annual General Meeting and are requested to vote on the proposals described in this proxy statement. This\nproxy statement includes information that we are required to provide to you under Securities and Exchange Commission (the “SEC”)\nrules and is designed to assist you in voting your shares.\n\n** **\n\n**What is included in these proxy materials?**\n\nThe proxy materials include:\n\n●this proxy statement for the\nAnnual General Meeting; and\n\n●the proxy card or a voting\ninstruction card for the Annual General Meeting.\n\n** **\n\n**What shares are included on the proxy card?**\n\nIf you are a stockholder\nof record in the Record Date, you will receive only one proxy card for all the shares you hold of record in certificate form and in book-entry form.\n\nIf you are a beneficial owner,\nyou will receive voting instructions from your broker, bank or other holder of record.\n\n** **\n\n**What is “householding” and how\ndoes it affect me?**\n\nThe Company has adopted a\nprocedure called “householding,” which the SEC has approved. Under this procedure, if requested to deliver proxy materials,\nwe deliver a single copy of the proxy materials to multiple stockholders who share the same address unless we have received contrary instructions\nfrom one or more of the stockholders. This procedure reduces our printing and mailing costs, and the environmental impact of our annual\nmeetings. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written\nor oral request, we will deliver promptly a separate copy of the proxy materials to any stockholder at a shared address to which we delivered\na single copy of any of these documents.\n\nTo receive a separate copy\nof the proxy statement and proxy card, you may contact us at the following address and phone number:\n\nFly-E Group, Inc.\n\nCorporate Secretary\n\n136-40 39th Avenue\n\nFlushing, New York 11354\n\nTelephone: (929) 261-9979\n\nStockholders who hold shares\nin “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization\nto request information about householding.\n\n** **\n\n****\n\n2\n\n** **\n\n**Voting Information**\n\n** **\n\n**What items of business will be voted on\nat the Annual General Meeting?**\n\nThe items of business to\nbe voted on by stockholders at the Annual General Meeting are:\n\n(1)\nthe Director Election Proposal;\n\n(2)\nthe Auditor Ratification Proposal;\n\n(2)\nthe Reverse Split Proposal; and\n\n(4)\nthe Adjournment Proposal.\n\n** **\n\n**How does the Board recommend that I\nvote?**\n\nThe Board unanimously recommends\nthat you vote your shares FOR the approval of each of the Director Election Proposal, the Auditor Ratification Proposal, the Reverse Split\nProposal and the Adjournment Proposal.\n\n** **\n\n**Who is entitled to vote at the Annual General\nMeeting?**\n\nOnly stockholders of record\nat the close of business May 5, 2026, the Record Date, will be entitled to vote at the Annual General Meeting. As of the Record Date,\n1,632,386 shares of the common stock were outstanding and entitled to vote. Each share of common stock outstanding on the Record Date\nis entitled to one vote on each proposal.\n\n** **\n\n**Is there a list of stockholders entitled\nto vote at the Annual General Meeting?**\n\nThe names of stockholders\nof record entitled to vote at the Annual General Meeting will be available for ten days prior to the Annual General Meeting at our\nprincipal executive offices at 136-40 39th Avenue, Suite 202, Flushing, New York 11354.\n\nIf you would like to examine\nthe list for any purpose germane to the Annual General Meeting prior to the meeting date, please contact our Corporate Secretary.\n\n** **\n\n**How can I attend the Annual General\nMeeting?**\n\nStockholders as of the\nRecord Date and/or their authorized representatives are permitted to attend our Annual General Meeting. The Annual General Meeting\nwill be held on June 17, 2026, at 10:00 a.m., Eastern Time, at 136-40 39th Avenue, Suite 202, Flushing, New York 11354.\nTo be admitted to the Annual General Meeting, you must present a valid government-issued photo identification (such as a\ndriver’s license or passport). If you are a beneficial owner of shares, you must also provide proof of beneficial ownership as\nof the Record Date.\n\n3\n\n**How can I vote if I own shares\ndirectly?**\n\nMost stockholders do not\nown shares registered directly in their name, but rather are “beneficial holders” of shares held in a stock brokerage account\nor by a bank or other nominee (that is, shares held “in street name”). Those stockholders should refer to “How can I\nvote if my shares are held in a stock brokerage account, or by a bank or other nominee?” below for instructions regarding how to\nvote their shares.\n\nIf, however, your shares\nare registered directly in your name with our transfer agent, Transhare Corporation (“Transhare”), you are considered, with\nrespect to those shares, the stockholder of record, and these proxy materials are being sent directly to you. You may vote in the following\nways:\n\n●**By Mail:** Votes may be cast by mail, as\nlong as the proxy card or voting instruction card is delivered in accordance with its instructions\nprior to 4:00 p.m., Eastern Time, on June 16, 2026. Stockholder may submit proxies by\ncompleting, signing, and dating their proxy card and mailing it in the accompanying pre-addressed envelope.\n\n●**By Email:** Votes may be cast by mail, as\nlong as the proxy card or voting instruction card is delivered in accordance with its instructions\nprior to 4:00 p.m., Eastern Time, on June 16, 2026. Stockholder may submit proxies by completing,\nsigning, and dating their proxy card and emailing their signed proxy card to Proxy@Transhare.com\n\n●**By Attending the Meeting\nin person:**Stockholders will be given a ballot when they arrive.\n\n** **\n\n●**By Phone or Internet**:\nStockholders may vote by phone or Internet by following the instructions included in the proxy card they received. Your vote must be\nreceived by 11:59 p.m., Eastern Time on June 16, 2026 to be counted. Have your proxy card available when you access the website\nor when you call. We provide Internet and telephone proxy voting to allow you to vote your shares online or by phone, with procedures\ndesigned to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any\ncosts or usage charges from Internet access providers and telephone companies.\n\nIf you vote by proxy, your\nvote must be received by 11:59 p.m. Eastern Time on June 16, 2026, to be counted.\n\nWhichever method you select\nto transmit your instructions, the proxy holders will vote your shares in accordance with those instructions. If no specific instructions\nare given, the shares will be voted in accordance with the recommendation of our Board and as the proxy holders may determine in their\ndiscretion with respect to any other matters that properly come before the meeting.\n\n** **\n\n**How can I vote if my shares are held\nin a stock brokerage account, or by a bank or other nominee?**\n\nIf your shares are held in\na stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street\nname,” and your broker or nominee is considered the “stockholder of record” with respect to those shares. Your broker\nor nominee should be forwarding these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank,\nor other nominee how to vote, and you are also invited to participate in the Annual General Meeting. However, since you are not the stockholder\nof record, you may not vote these shares in person, unless you obtain a legal proxy from your brokerage firm or bank. If a broker, bank,\nor other nominee holds your shares, you will receive instructions from them that you must follow in order to have your shares voted.\n\n** **\n\n****\n\n4\n\n** **\n\n**What is a quorum for the Annual General\nMeeting?**\n\nThe presence of the holders\nof stock representing a majority of the voting power of all shares of common stock issued and outstanding as of the Record Date, represented\nin person or by proxy, is necessary to constitute a quorum for the transaction of business at the Annual General Meeting. Your shares\nwill be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or if you participate\nin, and vote electronically at, the Annual General Meeting. Abstentions and broker non-votes will be counted as present for purposes\nof determining a quorum. Based on there being 1,632,386 shares of our common stock outstanding and entitled to vote on the Record\nDate, the presence, in person or by proxy, of stockholders holding an aggregate of 816,193 shares of common stock will be required\nto constitute a quorum for purposes of taking action at the Annual General Meeting.\n\n** **\n\n**What is the voting requirement to approve\neach of the proposals?**\n\n** **\n\n**Proposal**\n\n**Vote Required**\n\n**Broker\nDiscretionary\nVoting\nAllowed**\n\nThe Director Election Proposal\n\nA plurality of the votes cast at the meeting and entitled to vote on the matter.\n\nNo\n\nThe Auditor Ratification Proposal\n\nAffirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.\n\nYes\n\nThe Reverse Split Proposal\n\nAffirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.\n\nNo\n\nThe Adjournment Proposal\n\nAffirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.\n\nNo\n\n** **\n\n**What is the effect of abstentions and broker non-votes?**\n\nIf you are a beneficial owner\nof shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank\nor other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange, which are\nalso applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to New York\nStock Exchange rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine”\nunder New York Stock Exchange rules but not with respect to “non-routine” matters. A broker non-vote occurs when\na broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other\nagent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. The Director Election Proposal,\nthe Reverse Split Proposal, and the Adjournment Proposal are considered to be “non-routine” under New York Stock Exchange\nrules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions.\nConversely, the Auditor Ratification Proposal is considered to be “routine” under New York\nStock Exchange rules and thus if you do not return voting instructions to your broker, your shares may be voted by your broker in its\ndiscretion.\n\nAccordingly, we encourage\nyou to vote promptly, even if you plan to participate in the Annual General Meeting. In tabulating the voting results for any particular\nproposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.\n\nAbstentions and broker non-votes will\nbe counted towards the quorum requirement for the Annual General Meeting. Abstentions and broker non-votes will have the effect of\nvoting “AGAINST” the Auditor Ratification Proposal. Abstentions will have the effect of voting\n“AGAINST” the Director Election Proposal, the Reverse Split Proposal, and the Adjournment Proposal while broker non-votes will have no effect on such\nproposals.\n\n** **\n\n****\n\n5\n\n** **\n****\n\n**Can I change my vote or revoke my proxy?**\n\nSubject to any rules and\ndeadlines your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the\nAnnual General Meeting. If you are a stockholder of record, you may change your vote by (1) delivering to the Company’s Corporate\nSecretary, prior to your shares being voted at the Annual General Meeting, a written notice of revocation dated later than the prior proxy\ncard relating to the same shares, (2) delivering a valid, later-dated proxy in a timely manner, (3) attending the Annual\nGeneral Meeting, virtually, and voting electronically (although attendance at the Annual General Meeting will not, by itself, revoke a\nproxy), or (4) voting again via phone or Internet at a later date.\n\nIf you are a beneficial owner\nof shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or other\nnominee, or (2) if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the\nright to vote the shares and provided a copy to our transfer agent and registrar, Transhare Corporation, together with your email address\nas described below, by attending the Annual General Meeting, virtually, and voting electronically.\n\nAny written notice of revocation\nor subsequent proxy card must be received by the Company’s Corporate Secretary prior to the taking of the vote at the Annual General\nMeeting.\n\n** **\n\n**Who will bear the cost of soliciting votes\nfor the Annual General Meeting?**\n\nThe Company will bear the\ncost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. If you access the proxy\nmaterials over the Internet, you are responsible for Internet access charges you may incur. In addition, we will request banks, brokers\nand other intermediaries holding shares of our common stock beneficially owned by others to obtain proxies from the beneficial owners\nand will reimburse them for their reasonable expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone, by\nelectronic communications and personal solicitation by our executive officers, directors, and employees. No additional compensation will\nbe paid to our executive officers, directors or employees for such solicitation.\n\nProxies with respect to the\nAnnual General Meeting may be solicited by telephone, by mail on the Internet or in person.\n\n** **\n\n**How can I find the voting results of\nthe Annual General Meeting?**\n\nVoting results will be tabulated\nand certified by the inspector of elections appointed for the Annual General Meeting. The preliminary voting results will be announced\nat the Annual General Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report\non Form 8-K within four business days of the Annual General Meeting.\n\n6\n\n** **\n\n**PROPOSAL 1 ELECTION OF DIRECTORS**\n\nOur Board currently consists\nof four members. The Nominating and Corporate Governance Committee and the Board seek, and the Board is comprised of, individuals whose\ncharacteristics, skills, expertise, and experience complement those of other Board members. The Nominating and Corporate Governance Committee\nand Board have unanimously approved the recommended slate of four directors.\n\nThe following table shows\nour nominees for election to the Board. Each nominee, if elected, will serve until the next annual meeting of stockholders or until a\nsuccessor is duly elected and qualified, or until his earlier resignation or removal. All nominees are members of the present Board. We\nhave no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Unless otherwise indicated\nby the stockholder, the accompanying proxy will be voted for the election of the four persons named under the heading “Nominees\nfor Director.” Although we know of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve,\nthe accompanying proxy will be voted for a substitute nominee.\n\n**Nominees for Director**\n\n**Name of Nominee**\n\n**Age**\n\n**Principal Position**\n\n**Director Since**\n\nLisa Fan\n\n45\n\nChief Financial Officer and Executive Director\n\n2025\n\nLeqi Dong\n\n37\n\nIndependent Director\n\n2025\n\nDongperez Hua\n\n64\n\nIndependent Director\n\n2025\n\nChun Min (Max) Lin\n\n54\n\nIndependent Director\n\n2025\n\nWe have set out below biographical\nand professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that\nthe Board considered important in concluding that the individual should serve as a current director and as a nominee for re-election as\na member of our Board.\n\n** **\n\n**Ms. Lisa Fan**has served\nas a member of our board of directors since September 2025. Ms. Fan has served as a financial consultant at Baizan Consulting Firm from\nMay 2022 to May 2025 where she led financial structuring and initial-public-offering readiness planning for private enterprises. Before\nthat, she was the Director of Internal Audit at Souche Group from July 2019 to April 2022 where she managed the financial system reconstruction\nand internal control compliance, and intermediary coordination and data preparation for listing for both U.S. and Hong Kong markets. Ms.\nFan earned her bachelor’s degree from Zhejiang Institute of Finance and Economics in 2000. Ms. Fan holds a certificate from Chinese\nInstitute of Certified Public Accountants.\n\n**Mr. Leqi Dong**has\nserved as a member of our board of directors since September 2025, and serves as the Chairman of our Audit Committee. Mr. has served as\nthe real estate bridge loan originator and fund manager at Golden Harbor Capital LLC since September 2018, where he founded and managed\na private real estate debt fund. Mr. Dong earned his bachelor’s degree from Brauch College, Zichlin School of Business in 2013.\n\n**Mr. Dongperez Hua**has\nserved as a member of our board of directors since October 2025, and serves as the Chairman of our Nominating and Corporate Governance\nCommittee. Mr. Hua has served as the senior manager to Joyor Vehicles Co., Ltd. from November 2015 to December 2024 where he managed the\nresearch, development, manufacturing and sales of electric vehicles, led more than 100 staffs, and supported the company’s expansion\nto Europe and North America. Mr. Hua earned his bachelor’s degree of Business Administration degree from Zhuhai College of Science\n& Engineering in 1995.\n\n**Mr. Chun Min (Max) Lin**\nhas served as a member of our board of directors since October 2025, and serves as the Chairman of our Compensation Committee. Mr. Lin\nhas served as the product director for Spinnr Tech Ltd. from September 2022 to present. Prior to that, Mr. Lin served as the product director\nfor Royce Tech Ltd. from June 2020 to August 2022. Mr. Lin earned his master’s degree in graphic communication management and technology\nfrom New York University in 2022 and his bachelor’s degree in advertising and strategic marketing from Ming Chuan University (Taiwan)\nin 1999.\n\n7\n\n**Family Relationships**\n\nThere are no family relationships among\nany of our directors, director nominees or executive officers.\n\n**Involvement in Certain Legal Proceedings**\n\nExcept as set forth below, our directors and executive\nofficers have not been involved in any of the following events during the past ten years:\n\n●any bankruptcy petition filed\nby or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy\nor within two years prior to that time;\n\n●any conviction in a criminal proceeding or being subject\nto a pending criminal proceeding (excluding traffic violations and other minor offenses);\n\n●being subject to any order, judgment, or decree, not subsequently\nreversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting\nhis involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or\nsecurities activities;\n\n●being found by a court of competent jurisdiction in a civil\naction, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed,\nsuspended, or vacated;\n\n●being subject of, or a party to, any Federal or state judicial\nor administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation\nof any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance\ncompanies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; and\n\n●being subject of or party to any sanction or order, not subsequently\nreversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association,\nentity or organization that has disciplinary authority over its members or persons associated with a member.\n\n**Vote Required**\n\nDirectors are elected by\nthe affirmative vote by holders of a majority of the outstanding shares of our common stock present virtually or represented by proxy\nand entitled to vote at the Annual General Meeting. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees\nor WITHHOLD your vote from any one or more of the nominees. Shares represented by executed proxies will be voted, if authority to do so\nis not withheld, “FOR” the election of each nominee. Votes that are withheld will not be included in the vote tally for the\nelection of directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name\nfor the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker\nnon-votes will have no effect on the results of this vote.\n\n**Recommendation of Our Board of Directors**\n\n**OUR BOARD UNANIMOUSLY\nRECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE FOUR DIRECTOR NOMINEES.**\n\n8\n\n**INFORMATION ABOUT THE BOARD OF DIRECTORS\nAND COMMITTEES**\n\n**Director Independence**\n\nThe Board evaluates\nthe independence of each nominee for election as a director of our Company in accordance with the Listing Rules (the “Nasdaq Listing\nRules”) of the Nasdaq Stock Market.\n\nOur Board currently consists\nof four directors, consisting of Lisa Fan, Leqi Dong, Dongperez Hua, and Chun Min (Max) Lin. Messrs. Dong, Hua and Lin are *“independent\ndirectors”* within the meaning of the Nasdaq Listing Rules.\n\n**Board Committees**\n\nOur Board has established\nan Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Executive Committee. We have adopted a\ncharter for each of the three committees. Each committee’s members and functions are described below.\n\n** **\n\n**Audit Committee. **\nOur Audit Committee consists of three independent directors. The members of the Audit Committee are Leqi Dong, Dongperez Hua, and Chun\nMin (Max) Lin, with Leqi Dong serving as the committee chair. The Audit Committee consists exclusively of directors who are financially\nliterate. Leqi Dong is considered an “audit committee financial expert” as defined by the SEC’s rules and regulations.\nThe Audit Committee’s responsibilities include:\n\n●overseeing the compensation and work of and performance by\nour independent auditor and any other registered public accounting firm performing audit, review or attestation services for us;\n\n●engaging, retaining and terminating our independent auditor\nand determining the terms thereof;\n\n●assessing the qualifications, performance and independence\nof the independent auditor;\n\n●evaluating whether the provision of permitted non-audit services\nis compatible with maintaining the auditor’s independence;\n\n●reviewing and discussing the audit results, including any\ncomments and recommendations of the independent auditor and the responses of management to such recommendations;\n\n●reviewing and discussing the annual and quarterly financial\nstatements with management and the independent auditor;\n\n●producing a committee report for inclusion in applicable\nSEC filings;\n\n●reviewing the adequacy and effectiveness of internal controls\nand procedures;\n\n●establishing procedures regarding the receipt, retention\nand treatment of complaints received regarding the accounting, internal accounting controls, or auditing matters and conducting or authorizing\ninvestigations into any matters within the scope of the responsibility of the Audit Committee; and\n\n●reviewing transactions with related persons for potential\nconflict of interest situations.\n\n9\n\n**Compensation Committee. **Our\nCompensation Committee consists of three independent directors. The members of the Compensation Committee are Leqi Dong, Dongperez Hua,\nand Chun Min (Max) Lin, with Chun Min (Max) Lin serving as the committee chair. The Compensation Committee’s responsibilities include:\n\n●reviewing and recommending all elements and amounts of compensation\nfor each executive officer, including any performance goals applicable to those executive officers;\n\n●reviewing and recommending for approval the adoption, any\namendment and termination of all cash and equity-based incentive compensation plans;\n\n●once required by applicable law, causing to be prepared a\ncommittee report for inclusion in applicable SEC filings;\n\n●approving any employment agreements, severance agreements\nor change of control agreements that are entered into with the CEO and certain executive officers; and\n\n●reviewing and recommending the level and form of non-employee director\ncompensation and benefits.\n\n**Nominating and Governance\nCommittee. ** The Nominating and Governance Committee consists of three independent directors. The members of the Nominating\nand Governance Committee are Leqi Dong, Dongperez Hua, and Chun Min (Max) Lin, with Dongperez Hua serving as the committee chair. The\nNominating and Governance Committee’s responsibilities include:\n\n●recommending persons for election as directors by the stockholders;\n\n●recommending persons for appointment as directors to the\nextent necessary to fill any vacancies or newly created directorships;\n\n●reviewing annually the skills and characteristics required\nof directors and each incumbent director’s continued service on the board;\n\n●reviewing any stockholder proposals and nominations for directors;\n\n●advising the board of directors on the appropriate structure\nand operations of the board and its committees;\n\n●reviewing and recommending standing board committee assignments;\n\n●developing and recommending to the board Corporate Governance\nGuidelines, a Code of Business Conduct and Ethics and other corporate governance policies and programs and reviewing such guidelines,\ncode and any other policies and programs at least annually;\n\n●making recommendations to the board as to determinations\nof director independence; and\n\n●making recommendations to the board regarding corporate governance\nbased upon developments, trends, and best practices.\n\nThe Nominating and Governance\nCommittee will consider stockholder recommendations for candidates for the board of directors.\n\n**Code of Business Conduct and Ethics**\n\nWe have adopted a written code\nof business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal\nfinancial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is made available\nin the Corporate Governance section of our website, which is located at flyebike.com. Our stockholders are also able to review these documents\nby accessing our public filings at the SEC’s website at *www.sec.gov*. If we make any substantive amendments to, or grant\nany waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or\nwaiver on our website or in a current report on Form 8-K filed with the SEC.\n\n10\n\n**PROPOSAL 2 RATIFICATION OF THE COMPANY’S\nACCOUNTING FIRM**\n\n**General**\n\nIt is the responsibility\nof the Audit Committee to select and retain our independent registered public accounting firm. The Audit Committee has appointed Fortune\nCPA, Inc. (“Fortune CPA”) as our independent registered public accounting firm to audit our consolidated financial statements\nfor the fiscal year ended March 31, 2026. The Board recommends stockholder ratification of the appointment of Fortune CPA.\n\nAlthough stockholder ratification\nof the selection of our independent registered public accounting firm is not required by our Bylaws or applicable law, we are submitting\nthe selection for ratification so our stockholders may participate in this important corporate decision. If not ratified, the Audit Committee\nwill reconsider the selection, although the Audit Committee will not be required to select a different independent registered public accounting\nfirm.\n\nThe Company has been advised\nby Fortune CPA that neither the firm nor any of its associates had any relationship with the Company other than the usual relationship\nthat exists between independent registered public accountant firms and their clients during the last fiscal year. No representative of\nFortune CPA is expected to be present in person or by electronic conferencing at the Annual General Meeting.\n\n**Audit Fees and Services**\n\nMarcum Asia CPAs LLP served\nas our independent registered public accounting firm for the year ended March 31, 2025 and for auditing our financial statements for the\ninterim period ended December 31, 2025. Fortune CPA served as our independent registered public accounting firm for conducting a quarter\nreview of our financial statements as of December 31, 2025, and for auditing our consolidated financial statements as of and for the fiscal\nyear ending March 31, 2026. We paid audit fees of $608,727 to Marcum Asia CPAs LLP for services performed for the year ended March 31,\n2025, and $141,774 for services performed for the interim period ended December 31, 2025. We paid audit fees of $35,000\nto Fortune CPA for conducting a quarter review of our financial statements as of December 31, 2025.\n\nAudit Fees consist of fees\nbilled for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated\nfinancial statements, the review of our interim consolidated financial statements included in our quarterly reports, the review of our\nregistration statements and services that are normally provided by our principal accountant in connection with statutory and regulatory\nfilings or engagements.\n\n**Pre-Approval Policies and Procedures**\n\nThe Audit Committee has adopted\npolicies and procedures to oversee the external audit process and pre-approves all services provided by our independent registered public\naccounting firm. All of the above services and fees were reviewed and approved by the Audit Committee, as applicable, before the respective\nservices were rendered.\n\n**Required Vote**\n\nRatification of the\nappointment of Fortune CPA as our independent registered public accounting firm requires the affirmative vote by holders of a\nmajority of the outstanding shares of our common stock present in person or virtually or represented by proxy and entitled to vote\nat the Annual General Meeting. The ratification of Fortune CPA as our independent registered public accounting firm is a routine\nmatter for brokers that hold their clients’ shares in “street name.” Abstentions and broker non-votes will have\nthe effect of voting “AGAINST” the proposal. Because this is a routine proposal on which a broker or other nominee is\ngenerally empowered to vote, no broker non-votes will likely result from this proposal.\n\n**Recommendation of Board of Directors**\n\n**OUR BOARD UNANIMOUSLY\nRECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF FORTUNE CPA, INC. AS OUR INDEPENDENT REGISTERED\nPUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDED MARCH 31, 2026.**\n\n11\n\n**PROPOSAL 3 REVERSE STOCK SPLIT**\n\n**Overview**\n\nOur Board has approved and\nadopted, and is hereby soliciting stockholder approval of, the Reverse Split Amendment, in the form attached to this proxy statement as Appendix\nA.\n\nOur Board may determine,\nin its sole discretion, whether to implement the Reverse Split, as well as its specific timing, provided that any amendment is implemented\nwithin one year after the conclusion of the Annual General Meeting. If the stockholders approve the Reverse Split Proposal, the Board,\nin its discretion, may elect to effect the Reverse Split, or the Board may determine in its discretion not to proceed with the Reverse\nSplit Proposal. The Reverse Split will only be effected after the Board (or a duly authorized committee of the Board) authorizes the filing\nof the Reverse Split Amendment with the Secretary of State of the State of Delaware to effectuate the Reverse Split and upon the filing\nand effectiveness of the Reverse Split Amendment (the “Reverse Split Effective Time”).\n\nThe form of the Reverse Split\nAmendment is subject to amendment to include such changes as may be required by the office of the Secretary of State of the State of Delaware\nor as the Board deems necessary and advisable to effect the Reverse Split, if any. The Board reserves the right to abandon the Reverse\nSplit Proposal without further action by our stockholders at any time before the Reverse Split becomes effective, even if stockholders\napprove such amendment at the Annual General Meeting.\n\n** **\n\n**Reasons for the Reverse Split Proposal**\n\nThe purpose of the Reverse\nSplit is to increase the market price of our common stock in order to mitigate the risk of our common stock being delisted from The Nasdaq\nCapital Market. Nasdaq has several continued listing criteria that companies must satisfy in order to remain listed on the exchange. Nasdaq\nListing Rule 5550(a)(2) requires that companies maintain a closing bid price that is greater than or equal to $1.00 per share.\n\nOur Board believes that effecting\nthe Reverse Split would, among other things, help the Company to (1) increase the per share price of our common stock, (2) maintain\nthe listing of our common stock on Nasdaq, and (3) potentially improve the marketability and liquidity of our common stock.\n\n** **\n\n**Increase the Per-Share Price\nof our Common Stock. ** The primary purpose for effecting the Reverse Split, should the Board choose to effect it, would be\nto increase the per share price of our common stock. In determining to seek authorization for the Reverse Split Proposal, the Board considered\nthat, by combining a number of pre-split shares into one share of common stock, the market price of a post-split share is generally\ngreater than the market price of a pre-split share. However, we cannot assure you that the Reverse Split will increase the per share\nprice of our common stock or that any such increase will be proportional to the Reverse Split ratio (see “*— Certain\nRisks Associated with the Reverse Split*”).\n\n** **\n\n**Maintain Listing on\nNasdaq. **Our Board has considered the potential harm to the Company and its stockholders should Nasdaq delist our common stock\nfrom The Nasdaq Capital Market. Delisting our common stock could adversely affect the liquidity of our common stock because alternatives,\nsuch as the OTC Markets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell,\nor to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market. Many investors likely would not\nbuy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities\nnot listed on a national exchange or other reasons. Our Board believes that the Reverse Split is an effective means for the Company to\nmaintain compliance with the rules of Nasdaq and to avoid, or at least mitigate, the likely adverse consequences of our common stock being\ndelisted from The Nasdaq Capital Market by producing the immediate effect of increasing the bid price of our common stock.\n\n** **\n\n**Potentially Improve\nthe Marketability and Liquidity of our common stock. **Our Board believes that continued listing on Nasdaq provides overall\ncredibility to an investment in our common stock, given the stringent listing and disclosure requirements of Nasdaq. In addition, our\nBoard believes that the increased market price of our common stock expected as a result of implementing a reverse stock split could improve\nthe marketability and liquidity of our common stock and encourage interest and trading in our common stock by mitigating the negative\neffects of certain practices and policies:\n\n●*Stock Price Requirements: *Many\nbrokerage firms have internal policies and practices that have the effect of discouraging individual brokers from recommending lower-priced securities\nto their clients. Many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios,\nwhich reduces the number of potential purchasers of our common stock. Investment funds may also be reluctant to invest in lower-priced stocks.\n\n●*Stock Price Volatility:*\nA higher stock price may increase the acceptability of our common stock to a number of long-term investors who may not find our\ncommon stock attractive at its current prices due to the trading volatility often associated with stocks below certain prices. Moreover,\nthe analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower-priced stocks.\n\n12\n\n●*Transaction Costs:* Investors\nmay be dissuaded from purchasing stocks below certain prices because brokers’ commissions, as a percentage of the total transaction\nvalue, can be higher for lower-priced stocks.\n\n●*Access to Capital Markets:*\nIf our common stock is delisted from Nasdaq, investor demand for additional shares of our common stock could be limited, thereby preventing\nus from accessing the public equity markets.\n\nWe believe that the Reverse\nSplit, if effected, could increase analyst and broker interest in our common stock by avoiding these policies and practices. Increasing\nvisibility of our common stock among a larger pool of potential investors could result in higher trading volumes. We also believe that\nthe Reverse Split may make our common stock a more attractive and cost-effective investment for many investors, which could enhance\nthe liquidity of our common stock for our stockholders. These increases in visibility and liquidity could also help facilitate future\nfinancings and give management more flexibility to focus on executing our business strategy, which includes the strategic management of\nauthorized capital for business purposes.\n\nAccordingly, for these and\nother reasons discussed herein, we believe that being able to effect the Reverse Split is in the best interests of the Company and its\nstockholders.\n\n** **\n\n**Certain Risks Associated with the Reverse Split**\n\nThere can be no assurance\nthat the Reverse Split, if completed, will result in the intended benefits described above, including:\n\n** **\n\n**The Reverse Split may\nnot increase the price of common stock. ** We cannot assure you that the proposed Reverse Split will increase the price of\nour common stock. We expect that the Reverse Split will increase the market price of our common stock. However, the effect of the Reverse\nSplit on the market price of our common stock cannot be predicted with any certainty, and the history of reverse stock splits for other\ncompanies is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per-share price\nof our common stock after the Reverse Split will not increase in the same proportion as the reduction in the number of outstanding shares\nof common stock following the Reverse Split, and the Reverse Split may not result in a per-share price that would attract investors\nwho do not trade in lower priced stocks. In addition, although we believe that the Reverse Split may enhance the marketability of our\ncommon stock to certain potential investors, we cannot assure you that, if implemented, our common stock will be more attractive to investors.\nEven if we implement the Reverse Split, the market price of our common stock may decrease due to factors unrelated to the Reverse Split,\nincluding our future performance.\n\nIf the Reverse Split is consummated\nand the trading price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market\ncapitalization may be greater than would occur in the absence of the Reverse Split.\n\n** **\n\n**The proposed Reverse\nSplit may decrease the liquidity of our common stock and result in higher transaction costs. ** The liquidity of our common\nstock may be negatively impacted by the Reverse Split, given the reduced number of shares that would be outstanding after the Reverse\nSplit, particularly if the stock price does not increase as a result of the Reverse Split. In addition, if the Reverse Split is implemented,\nit may result in some stockholders owning “odd lots” of fewer than 100 shares of common stock. Odd lot shares may be\nmore difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs\nof transactions in “round lots” of even multiples of 100 shares. Accordingly, the Reverse Split may not achieve the desired\nresults of increasing marketability of our common stock as described above.\n\nYou should also keep in mind\nthat the implementation of the Reverse Split does not have an effect on the actual or intrinsic value of our business or a stockholder’s\nproportional ownership in the Company (subject to the treatment of fractional shares). However, should the overall value of common stock\ndecline after the proposed Reverse Split, then the actual or intrinsic value of the shares of common stock held by you will also proportionately\ndecrease as a result of the overall decline in value.\n\nThe Board considered all\nof the foregoing factors and determined that seeking stockholder approval for the Reverse Split Proposal is in the best interests of the\nCompany and the stockholders.\n\n** **\n\n**If the Reverse Split Proposal Is Not Approved**\n\nIf the Reverse Split Proposal\nis not approved at the Annual General Meeting, the Charter will not be amended to effect the Reverse Split. The failure to obtain approval\nof the Reverse Split Proposal would likely result in our common stock becoming delisted by Nasdaq. Delisting of our common stock by Nasdaq\nmay hinder our ability to raise financing and may materially adversely affect our business operations and results of operations.\n\n** **\n\n**If the Reverse Split Proposal Is Approved**\n\nIf this Reverse Split Proposal\nis approved and the Board elects to implement the Reverse Split, the number of outstanding shares of common stock will be reduced in proportion\nto the ratio of the Reverse Split chosen by the Board.\n\n** **\n\n****\n\n13\n\n** **\n\n**Effects on Our Common Stock**\n\nDepending on the ratio for\nReverse Split determined by the Board, a minimum of five (5) and a maximum of one hundred (100) shares of existing common stock\nwould be combined into one new share of common stock. Based on 1,632,386 shares of common stock issued and outstanding as of the Record\nDate, immediately following a reverse stock split the Company would have approximately 326,478 shares of common stock issued and outstanding\n(without giving effect to rounding for fractional shares) if the ratio for a reverse stock split is 1-for-5, and 16,324 shares of common\nissued and outstanding (without giving effect to rounding for fractional shares) if the ratio for a reverse stock split is 1-for-100.\n\nFor the purposes of providing\nexamples of the effect of the Reverse Split on our common stock, the following table contains approximate information (without accounting\nfor the settlement of fractional shares), based on share information as of the Record Date, of the effect of a Reverse Split at certain\nratios within the range of the proposed Reverse Split ratios on the number of shares of our common stock authorized, outstanding, and\nnot outstanding.\n\n**Name and Position**\n\n**Number of\nShares of\nCommon Stock\nIssued and\nOutstanding**\n\nPre-Reverse Split\n\n1,632,386\n\nPost-Reverse Split 1: 5\n\n326,478\n\nPost-Reverse Split 1: 10\n\n163,239\n\nPost-Reverse Split 1: 20\n\n81,620\n\nPost-Reverse Split 1: 50\n\n32,648\n\nPost-Reverse Split 1: 100\n\n16,324\n\nThe Reverse Split would be\neffected simultaneously for all of our issued and outstanding shares of common stock, and the exchange ratio would be the same for all\nissued and outstanding shares of common stock. The Reverse Split would affect all holders of the issued and outstanding shares of common\nstock uniformly and would not affect any stockholder’s percentage ownership interest in the Company. Common stock issued pursuant\nto the Reverse Split would remain fully paid and non-assessable. We will not issue any fractional shares as a result of the Reverse Split\nand in lieu thereof, any stockholders that would otherwise be entitled to receive a fractional share will be entitled to have their post-Reverse Split\nshare amount rounded up to the nearest whole share (which we describe below). Each stockholder will hold the same percentage of common\nstock immediately following the Reverse Split as such stockholders held immediately prior to the Reverse Split other than the nominal\neffect of the treatment of fractional shares.\n\n** **\n\n**Effect on the Preferred Stock**\n\nThe Reverse Split, if implemented,\nwould not affect the total authorized number of shares of the preferred stock or the par value of shares of the preferred stock.\n\n** **\n\n**Effect on Equity Compensation Arrangements**\n\nIf the Reverse Split Proposal\nis approved by our stockholders and the Board decides to implement the Reverse Split, as of the Reverse Split Effective Time, the per\nshare exercise price of any outstanding stock options and any applicable repurchase price of any restricted shares would be increased\nproportionately, and the number of shares issuable under outstanding stock options, restricted stock units, performance share units and\nall other outstanding equity-based awards would be reduced proportionately. The number of shares of common stock authorized for future\nissuance under our equity plan would be proportionately reduced and other similar adjustments would be made under the equity plans to\nreflect the Reverse Split. In addition, the performance targets to which our performance-based restricted stock units (“PSUs”)\nare subject, including certain stock price targets, would be proportionally adjusted based on the Reverse Split ratio selected by the\nBoard. In addition, the number of shares of common stock available for issuance under our equity incentive plans will be proportionately\nadjusted for the Reverse Split ratio, such that fewer shares will be subject to the equity incentive plans.\n\n** **\n\n**Effect on Warrants and Convertible Notes**\n\nIf the Reverse Split Proposal\nis approved by our stockholders and the Board decides to implement the Reverse Split, as of the Reverse Split Effective Time:\n\n●all outstanding warrants will\nbe adjusted in accordance with their terms, which will result in the number of shares issuable upon exercise of any such warrant being\nrounded up to the nearest whole share and proportionate adjustments will be made to the exercise price; and\n\n●all outstanding convertible\nnotes will have adjustments to the conversion rate and the conversion price made proportionate with the Reverse Split ratio.\n\n14\n\nThis will result in approximately\nthe same aggregate price being required to be paid under such securities upon exercise or conversion, and approximately the same value\nof shares of common stock being delivered upon such exercise or conversion, immediately following the Reverse Split as was the case immediately\npreceding the Reverse Split. The number of shares reserved for issuance pursuant to these securities will be proportionately adjusted\nbased on the Reverse Split ratio.\n\n** **\n\n**Effect on Market Capitalization**\n\nIn addition, the Reverse\nSplit will not itself immediately affect our overall market capitalization, i.e., our market capitalization immediately before the Reverse\nSplit will be the same as immediately after the Reverse Split, except as a result of any rounding up of fractional shares as described\nbelow. However, if our trading price increases or declines over time following the Reverse Split, we will have a higher or lower market\ncapitalization depending on that trading price.\n\n** **\n\n**Effect on Exchange Act Reporting and\nCUSIP**\n\nAfter the Reverse Split Effective\nTime, we would continue to be subject to periodic reporting and other requirements of the Exchange Act, and our common stock would\ncontinue to be listed on Nasdaq under the symbol “FLYE.”\n\nAfter the Reverse Split Effective\nTime, the post-Reverse Split shares of common stock would have a new CUSIP number, which is a number used to identify our equity\nsecurities.\n\n** **\n\n**Effective Time of Reverse Split**\n\nThe Reverse Split Proposal,\nif approved by stockholders, would become effective upon the date determined by the Board and, if required by law or otherwise deemed\nadvisable by the Board, upon the filing of the Reverse Split Amendment with the Secretary of State of the State of Delaware. However,\nthe exact timing of the filing of the Reverse Split Amendment will be determined by the Board based on its evaluation as to when such\naction will be the most advantageous to the Company and our stockholders. In addition, the Board reserves the right to elect not to effect\nthe Reverse Split, if, at any time before the Reverse Split Effective Time, the Board determines, in its sole discretion, that implementing\nthe Reverse Split is not in the best interests of the Company and its stockholders. If the Board does not implement a Reverse Split on\nor prior to the one-year anniversary of the conclusion of the Annual General Meeting, stockholder approval would again be required\nprior to implementing any future reverse stock split and/or share reduction.\n\nExcept as to fractional shares,\nat the Reverse Split Effective Time, the Reverse Split will combine, automatically and without any action on the part of us or our stockholders,\nin the range of five (5) to one hundred (100) shares of common stock issued (including shares of common stock held by the Company\nin treasury) immediately prior thereto into one (1) share of common stock.\n\n** **\n\n**Treatment of Fractional Shares**\n\nTo avoid having any fractional\nshares of common stock (i.e., less than one full share of common stock) outstanding as a result of the Reverse Split, no fractional shares\nwill be issued in connection with the Reverse Split. Instead, we will issue one full share of the post-Reverse Split common stock\nto any stockholder who would have been entitled to receive a fractional share as a result of the process. Each holder of shares of common\nstock will hold the same percentage of the outstanding common stock immediately following the Reverse Split as that stockholder did immediately\nprior to the Reverse Split, except for minor adjustments due to the additional net share fraction that will need to be issued as a result\nof the treatment of fractional shares.\n\n** **\n\n**Certain U.S. Federal Income Tax Consequences**\n\nThe discussion below is only\na summary of certain U.S. federal income tax consequences of the Reverse Split generally applicable to beneficial holders of shares\nof our common stock and does not purport to be a complete discussion of all possible tax consequences. This summary addresses only those\nstockholders who held their pre-Reverse Split shares as “capital assets” as defined in the Code and continue to hold\nthe post-Reverse Split shares as capital assets. This discussion does not address all U.S. federal income tax considerations\nthat may be relevant to particular stockholders in light of their individual circumstances or to stockholders that are subject to special\nrules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, and foreign stockholders.\nThe following summary is based upon the provisions of the Code, applicable Treasury Regulations thereunder, judicial decisions and current\nadministrative rulings, as of the date hereof, all of which are subject to change, possibly on a retroactive basis. Tax consequences under\nstate, local, foreign, and other laws are not addressed herein. Each stockholder should consult his, her or its own tax advisor as to\nthe particular facts and circumstances that may be unique to such stockholder and also as to any estate, gift, state, local, or foreign\ntax considerations arising out of the Reverse Split.\n\n15\n\nWe believe the Reverse Split\nqualifies as a recapitalization for U.S. federal income tax purposes. As a result,\n\n●Stockholders should not recognize\nany gain or loss as a result of the Reverse Split.\n\n●The aggregate basis of a stockholder’s\npre-Reverse Split shares has become the aggregate basis of the shares held by such stockholder immediately after the Reverse Split.\n\n●The holding period of the shares\nowned immediately after the Reverse Split includes the stockholder’s holding period before the Reverse Split.\n\n* *\n\n*The above discussion is\nnot intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. Federal tax penalties. It\nwas written solely in connection with the solicitation of stockholder votes with regard to the proposed Reverse Split.*\n\n** **\n\n**Reservation of Right to Abandon the Reverse\nSplit**\n\nThe Board believes that stockholder\nadoption and approval of the Reverse Split at a ratio of between 1-for-5 to 1-for-100 is in the best interests of our stockholders.\nIf our stockholders approve this Reverse Split Proposal, the Board will implement the Reverse Split only upon a determination that the\nReverse Split is in the best interests of the stockholders at that time. The Board reserves the right to abandon the Reverse Split Proposal\nwithout further action by our stockholders at any time before the Reverse Split Effective Time, even if stockholders approve the Reverse\nSplit Amendment at the Annual General Meeting. By voting in favor of the Reverse Split Proposal, stockholders are also expressly authorizing\nthe Board to determine not to proceed with, and abandon, the Reverse Split Proposal if it should so decide.\n\n** **\n\n**Interests of Directors and Executive Officers**\n\nCertain of our officers and\ndirectors have an interest in the Reverse Split Proposal as a result of their ownership of shares of common stock. However, we do not\nbelieve that our officers or directors have interests in the Reverse Split Proposal that are different than or greater than those of any\nof our other stockholders.\n\n**Votes Required**\n\nApproval of the Reverse Split requires the affirmative vote by holders\nof a majority of the outstanding shares of our common stock present in person or virtually or represented by proxy and entitled to vote\nat the Annual General Meeting. A failure to submit a proxy card or vote at the Annual General Meeting or an abstention will have the effect\nof a vote “AGAINST” the Reverse Split Proposal and broker “non-votes” will have no effect with respect to the\napproval of this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name\nfor the Reverse Split. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker non-votes\nwill have no effect on the results of this vote.\n\n**Recommendation of Our Board of Directors**\n\n**OUR BOARD UNANIMOUSLY RECOMMENDS\nA VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION\n(THE “CHARTER”) TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK BY A RATIO IN A RANGE OF 1-FOR-5 TO 1-FOR-100, WITH SUCH RATIO TO BE DETERMINED IN THE DISCRETION OF THE BOARD OF DIRECTORS OF THE COMPANY\nAND WITH SUCH ACTION TO BE EFFECTED AT SUCH TIME AND DATE, IF AT ALL, AS DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY WITHIN ONE\nYEAR AFTER THE CONCLUSION OF THE ANNUAL GENERAL MEETING.**\n\n16\n\n**PROPOSAL 4 ADJOURNMENT OF THE ANNUAL GENERAL\nMEETING**\n\n**Overview**\n\nThe Adjournment Proposal,\nif adopted, will allow the Board to adjourn the Annual General Meeting to a later date or dates to permit further solicitation of proxies.\nThe Adjournment Proposal will only be presented to the Company’s stockholders, in the event that, notwithstanding management’s\nhaving used commercially reasonable efforts to obtain the approval of the stockholders to the other proposal(s), based upon the tabulated\nvote at the time of the Annual General Meeting there are insufficient votes for, or otherwise in connection with, the approval of the\nother proposals.\n\n** **\n\n**Consequences if the Adjournment Proposal is\nNot Approved**\n\nIf the Adjournment Proposal\nis not approved by the stockholders, the Board may not be able to adjourn the Annual General Meeting to a later date in the event that\nthere are insufficient votes for, or otherwise in connection with, the approval of the other proposal(s).\n\n** **\n\n**Votes Required**\n\nThe approval of this Adjournment Proposal requires the affirmative\nvote by holders of a majority of the outstanding shares of our common stock present in person or virtually or represented by proxy and\nentitled to vote at the Annual General Meeting. A failure to submit a proxy card or vote at the Annual General Meeting or an abstention\nwill have the effect of a vote “AGAINST” the Adjournment Proposal and broker “non-votes” will have no effect with\nrespect to the approval of this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms\nin street name for the Adjournment Proposal. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote.\nSuch broker non-votes will have no effect on the results of this vote.\n\n** **\n\n**Recommendation of The Board**\n\n** **\n\n**The Board recommends that\nstockholders vote “FOR”** **the approval of the Adjournment Proposal.**\n\n17\n\n**Security Ownership of Certain Beneficial Owner\nand Management**\n\nThe following table sets\nforth information with respect to the beneficial ownership of our common stock as of the Record Date by:\n\n●each person known to us to\nbeneficially own 5% or more of our common stock;\n\n●each director;\n\n●each of our executive officers;\nand\n\n●all officers and directors\nas a group.\n\nAll information with respect\nto beneficial ownership has been furnished by the respective 5% or more stockholders, directors or executive officers, as the case may\nbe. Each person is deemed to own beneficially shares of common stock that are issuable upon exercise of options, warrants or upon conversion\nof convertible securities if they are exercisable or convertible within 60 days of the Record Date. Except as otherwise indicated\neach person has the sole power to vote and dispose of all shares of common stock listed opposite his or her name. Unless otherwise noted,\nthe mailing address of each listed beneficial owner is c/o Fly-E Group, Inc., 136-40 39th Avenue, Flushing,\nNY 11354.\n\nName and address of beneficial owner\nShares\nbeneficially\nowned\nPercentage\nowned\n\nExecutive Officers and Directors\n\nZhou Ou\n77,000\n4.717%\n\nLisa Fan\n-\n-\n\nLeqi Dong\n-\n-\n\nDongperez Hua\n-\n-\n\nChun Min (Max) Lin\n-\n-\n\nDirectors and Officers as a group (five persons)\n77,000\n4.717%\n\n** **\n\n**Executive Compensation**\n\nThe following table shows\nthe compensation awarded to or earned during the years ended March 31, 2026 and 2025 by our chief executive officer. Other than\nas listed below, we did not have any officers that received more than $100,000 in compensation during the years ended March 31,\n2026 and 2025.\n\n** **\n\n**Summary Compensation Table**\n\n** **\n\nName and principal position\nYear\nSalary\nBonus\nStock\nAwards\nOption\nAwards\nAll Other\nCompensation\nTotal\n($)\n\nZhou Ou\n2026\n$100,000\n—\n—\n—\n—\n$100,000\n\nChief Executive Officer\n2025\n$100,000\n—\n—\n—\n—\n$100,000\n\n** **\n\n**Outstanding Equity Awards at Fiscal Year\nEnd**\n\nNone.\n\n** **\n\n**Employment Agreements**\n\n* *\n\n*Zhou Ou, Chief Executive Officer*\n\nMr. Ou has entered into\nan employment agreement with one of our subsidiaries, FLYEBIKE Inc, dated April 1, 2023. The employment agreement provides that Mr. Ou will serve as the Chief Executive Officer of the Company and will receive a monthly base salary of $8,333. He will also be entitled\nto reimbursement for authorized and reasonable expenses. The agreement allows for at-will termination by either party. If Mr. Ou’s\nemployment is terminated due to death or disability, he or his estate will receive salary and benefits through the termination date. The\nCompany may terminate the agreement for cause, releasing it from all further obligations except for accrued salary and benefits through\nthe termination date. “Cause” includes failure or neglect by Mr. Ou to perform duties, disobedience to orders, misconduct\nsuch as misappropriation of funds, personal profit from Company transactions, misrepresentation, legal violations, acts involving moral\nturpitude or unethical conduct, disloyalty including aiding a competitor, failure to devote full-time efforts to the Company, not\nworking exclusively for the Company, non-cooperation in investigations, breaches of the employment agreement or the Company rules,\nand any other act of misconduct or omission. The agreement includes covenants for non-disclosure, non-solicitation, and non-competition.\nFor two years post-termination, Mr. Ou agrees not to solicit the Company’s customers or engage in competing business activities\nwithin New York State.\n\n** **\n\n****\n\n18\n\n** **\n\n**Director Compensation**\n\nThe following table sets\nforth information as to the compensation paid to our directors in the year ended March 31, 2026:\n\nName\nCash\nCompensation\nStock\nAwards\nTotal\n\nLeqi Dong\n8,800\n—\n8,800\n\nDongperez Hua\n—\n—\n—\n\nChun Min (Max) Lin\n—\n—\n—\n\nZhou Ou(1)\n—\n—\n—\n\nLisa Fan(2)\n$—\n\n$—\n\n(1)Mr. Ou does not receive\nany additional compensation as a director in addition to his compensation disclosed in the Summary Compensation Table.\n\n(2)Ms. Fan receives a total annual\ncompensation of $60,000 for serving as Chief Financial Officer and director of the Company.\n\n* *\n\n*Director Agreements*\n\nEach\nof the Company’s independent directors, Leqi Dong, Dongperez Hua and Chun Min (Max) Lin, has entered into an Independent Director\nAgreement (each, an “Independent Director Agreement”). Under the Independent Director Agreement between us and each of our\nindependent directors, Mr. Dong, Mr. Hua and Mr. Lin each is entitled to an annual cash fee of $26,400.\n\nWe\nwill also reimburse each independent director for pre-approved reasonable business-related expenses incurred in good faith in connection\nwith the performance of the director’s duties for us. As also required under each Independent Director Agreement, we have separately\nentered into a standard indemnification agreement with each of our directors, the term of which began on the date of the director’s\nappointment.\n\n** **\n\n**OTHER INFORMATION**\n\n** **\n\n**Important Notice Regarding Delivery of Stockholder\nDocuments**\n\nIf your shares are held in\nstreet name, your broker, bank, custodian, or other nominee holder may, upon request, deliver only one copy of this proxy statement to\nstockholders to multiple stockholders sharing an address, absent contrary instructions from one or more of the stockholders. The Company\nwill, upon request, deliver a separate copy of the proxy materials to a stockholder at a shared address to which a single copy was delivered,\nupon written or oral request, to Corporate Secretary, Fly-E Group, Inc., 136-40 39th Avenue, Flushing,\nNew York 11354. Stockholders sharing an address and receiving multiple copies of the proxy materials who wish to receive a single\ncopy should contact their broker, bank, custodian, or other nominee holder.\n\nBy Order of the Board of Directors,\n\nZhou Ou\n\nChief Executive Officer\n\n[*], 2026\n\n19\n\n**PRELIMINARY PROXY CARD**\n\n**FLY-E GROUP, INC.**\n\n**PROXY FOR THE ANNUAL GENERAL MEETING OF\nSHAREHOLDERS\nTHIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS**\n\n** **\n\nImportant Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 17, 2026: The Proxy Statement and Annual Report to Shareholders are available on May [ ], 2026.\n\nThe\nundersigned hereby appoints Zhou Ou and Lisa Fan, individually, each with full power of substitution, as proxy of the undersigned to\nattend the Annual General Meeting of Shareholders (the “Annual General Meeting”) of Fly-E Group, Inc., to be held on June\n17, 2026 at 10 a.m. local time at 136-40 39th Avenue, Flushing, New York 11354, and any postponement or adjournment thereof,\nand to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of Annual General\nMeeting, dated [*], 2026 (the “Notice”), a copy of which has been\nreceived by the undersigned, as follows:\n\n**1.****THE ELECTION OF FOUR DIRECTORS TO SERVE ON OUR BOARD OF\nDIRECTORS UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED, OR UNTIL THEIR RESPECTIVE EARLIER DEATH, RESIGNATION OR REMOVAL.\n(Check one)**\n\nFOR all nominees listed below (except\nas indicated). ☐\n\nWITHHOLD AUTHORITY to vote for all nominees\nlisted below. ☐\n\nIf you wish to withhold your vote for\nany individual nominee, strike a line through that nominee’s name set forth below:\n\n1.a.\nLisa Fan\n\n1.b.\nLeqi Dong\n\n1.c.\nDongperez Hua\n\n1.d.\nChun Min (Max) Lin\n\n**2.****RATIFICATION\nOF THE APPOINTMENT OF****FORTUNE CPA, INC. AS THE COMPANY’S\nINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2026.**\n\n**For **☐\n\n**Against **☐\n\n**Abstain **☐\n\n**3.****APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED\nAND RESTATED CERTIFICATE OF INCORPORATION (THE “CHARTER”) TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK BY A RATIO IN A RANGE OF 1-FOR-5 TO 1-FOR-100, WITH SUCH RATIO TO BE DETERMINED IN THE DISCRETION\nOF 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\nOF DIRECTORS OF THE COMPANY WITHIN ONE YEAR AFTER THE CONCLUSION OF THE ANNUAL GENERAL MEETING.**\n\n** **\n\n**For **☐\n\n**Against **☐\n\n**Abstain **☐\n\n**4.****APPROVAL\nOF THE ADJOURNMENT OF THE ANNUAL GENERAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES\nIF, BASED UPON THE TABULATED VOTE AT THE TIME OF THE****ANNUAL GENERAL MEETING,\nTHERE ARE NOT SUFFICIENT VOTES TO APPROVE OTHER PROPOSALS.**\n\n** **\n\n**For **☐\n\n**Against **☐\n\n**Abstain **☐\n\n** **\n\n**NOTE: IN HIS DISCRETION, THE PROXY HOLDER\nIS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING AND ANY ADJOURNMENT(S) THEREOF.**\n\nTHIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE\nSPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED FOR THE PROPOSALS AND, AT THE DISCRETION OF\nTHE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.\n\nDated:\n\nSignature of Shareholder\n\nPLEASE PRINT NAME\n\nCertificate Number(s)\n\nTotal Number of Shares Owned\n\nSign exactly as your name(s) appears on your\nshare certificate(s). A corporation is requested to sign its name by its President or other authorized officer, with the office held designated.\nExecutors, administrators, trustees, etc., are requested to so indicate when signing. If a share certificate is registered in two names\nor held as joint tenants or as community property, both interested persons should sign.\n\n**PLEASE COMPLETE THE FOLLOWING:**\n\nI plan to attend the Annual General Meeting (Circle\none): Yes No\n\nNumber of attendees: ____________\n\n**TO VOTE ONLINE: **www.Transhare.com click\non Vote Your Proxy\n\n**Enter Your Control Number:**\n\n**TO VOTE BY EMAIL: **Please email\nyour signed proxy card to Proxy@Transhare.com\n\n** **\n\n**TO VOTE BY FAX: **Please fax this proxy\ncard to 1.727. 269.5616\n\n** **\n\n**TO VOTE BY MAIL: **Please sign, date\nand mail to\n\n**Proxy Team**\n\n**Transhare Corporation**\n\n**17755 US Highway 19 N**\n\n**Suite 140**\n\n**Clearwater FL 33764**\n\n**PLEASE NOTE:**\n\nSHAREHOLDER SHOULD SIGN THE PROXY PROMPTLY AND\nRETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE ANNUAL GENERAL MEETING. PLEASE INDICATE\nANY ADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.\n\n**APPENDIX A**\n\n**FORM OF CERTIFICATE OF AMENDMENT\nOF\nAMENDED AND RESTATED CERTIFICATE OF INCORPORATION\nOF\nFLY-E GROUP, INC.**\n\nFly-E Group, Inc., a\ncorporation duly organized and existing under the General Corporation Law of the State of Delaware (the “**Corporation**”),\ndoes hereby certify that:\n\n** **\n\n**First: **That the\nname of this Corporation is Fly-E Group, Inc.\n\n** **\n\n**Second: **That,\nthe certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on November 1, 2022.\nThe amended and restated certificate of incorporation of the Corporation was filed with the Delaware Secretary of State on June 7,\n2024. The certificate of amendment of amended and restated certificate of incorporation of the Corporation was filed with the Delaware\nSecretary of State on March 10, 2025 (the “**First Amendment**”). The second certificate of amendment of amended and restated\ncertificate of incorporation of the Corporation was filed with the Delaware Secretary of State on July 3, 2025 (the “**Second Amendment**”).\nThe third certificate of amendment of amended and restated certificate of incorporation of the Corporation was filed with the Delaware\nSecretary of State on October 27, 2025 (the “**Third Amendment**”).\n\n** **\n\n**Third: **That,\nupon the Effective Time (as hereinafter defined) of this Fourth Certificate of Amendment (the “**Certificate of Amendment**”),\neach [ ] shares of the common stock of the Corporation, par value $0.01 per share, issued and outstanding immediately\nprior to the date and time of the Effective Time shall be automatically combined into one share of common stock (the “**Reverse\nStock Split**”), without any further action by the holder thereof, subject to the treatment of fractional shares as described\nbelow. Fractional shares will not be issued; any such fractional shares that will result from the Reverse Stock Split will be rounded\nup to the nearest whole number following the Effective Time. No stockholders will receive cash in lieu of fractional shares.\n\n** **\n\n**Fourth: **That,\nthis Certificate of Amendment was duly approved by the Corporation’s Board of Directors on [*], 2026 and the stockholders at a meeting\nof stockholders on , 2026, at which the necessary number of shares\nwere voted in favor of the proposed amendment, in accordance with Section 242 of the General Corporation Law of the State of Delaware.\n\n** **\n\n**Fifth: **This Certificate\nof Amendment shall become effective as of , 2026 at Eastern Time (the\n“**Effective Time**”).\n\n[*Signature Page Follows*]\n\nA-1\n\n**IN WITNESS WHEREOF**,\nthe Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this day of ,\n2026.\n\n**FLY-E GROUP, INC.**\n\nBy:\n\nName:\nZhou Ou\n\nTitle:\nChief Executive Officer\n\nA-2"}