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What changed in Fly-E Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Fly-E Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+306 added−282 removedSource: 10-K (2025-07-15) vs 10-K (2024-06-28)

Top changes in Fly-E Group, Inc.'s 2025 10-K

306 paragraphs added · 282 removed · 188 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

60 edited+39 added−28 removed64 unchanged
Biggest changeIn addition, we plan to open a second online store focusing on selling gas bikes in the future.. We plan to significantly increase our footprint in the United States by opening our stores in additional states. In addition, we intend to enter selected overseas markets that offer identified growth opportunities and favorable government policies, such as South America and Europe.
Biggest changeWe intend to enter selected overseas markets that offer identified growth opportunities and favorable government policies, such as South America and Europe. As of July 15, 2025, we operate one store in Canada and 19 retail stores in the United States, spanning across the states of New York, Massachusetts, Maryland, Florida, Washington D.C., California and New Jersey.
Recent Developments Stock Split In April 2024, we effected a stock split of our authorized and all issued and outstanding shares of our common stock and preferred stock at a split ratio of 1-for-110,000, where the par value of the Company’s common stock remained unchanged at $0.01 per share, and the number of authorized shares of the Company’s capital stock was increased from 440 to 48,400,000, with the number of authorized shares of common stock and preferred stock being increased from 400 to 44,000,000 and from 40 to 4,400,000, respectively.
Recent Developments 2024 Stock Split In April 2024, we effected a stock split of our authorized and all issued and outstanding shares of our common stock and preferred stock at a split ratio of 1-for-110,000, where the par value of the Company’s common stock remained unchanged at $0.01 per share, and number of authorized shares of the Company’s capital stock was increased from 440 to 48,400,000, with the number of authorized shares of common stock and preferred stock being increased from 400 to 44,000,000 and from 40 to 4,400,000, respectively.
Although we rely on certain principal vendors in China and the United States for most of our components, we believe there are multiple sources for each of our critical components. 7 To ensure a secure and reliable supply chain, we have implemented a centralized vendor management system that consolidates all vendor management activities under a centralized team.
Although we rely on certain principal vendors in China and the United States for most of our components, we believe there are multiple sources for each of our critical components. To ensure a secure and reliable supply chain, we have implemented a centralized vendor management system that consolidates all vendor management activities under a centralized team.
Inspection: After mass production, in addition to requiring the factory to submit a quality control report, XFT will send its own quality control personnel to conduct random inspections on the products according to the corresponding standards of acceptable quality level. We also source certain parts used in our vehicles from the United States.
Inspection: After mass production, in addition to requiring the factory to submit a quality control report, XFT will send its own quality control personnel to conduct random inspections on the products according to the corresponding standards of acceptable quality level. 10 We also source certain parts used in our vehicles from the United States.
EPA and CARB can require the manufacturer to recall or repurchase vehicles that are uncertified or that contain an emission-related defect and may also impose fines or penalties on the manufacturer. 11 In addition, some of our products may be subject to local laws and regulations.
EPA and CARB can require the manufacturer to recall or repurchase vehicles that are uncertified or that contain an emission-related defect and may also impose fines or penalties on the manufacturer. In addition, some of our products may be subject to local laws and regulations.
On September 12, 2022, Ctate and Fly E-Bike 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. Fly-E Group, a Delaware corporation, was incorporated on November 1, 2022.
On September 12, 2022, Ctate and Fly E-Bike 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. 3 Fly-E Group, a Delaware corporation, was incorporated on November 1, 2022.
We expect that other large densely populated cities in the United States, such as Miami and Dallas, face similar challenges and will continue to adopt the use of E-bikes, E-motorcycles, and E-scooters to meet their delivery needs. 2 Our Strengths Early Entry into the Market: We entered the EV market early and were able to seize the market opportunities to experience rapid growth.
We expect that other large densely populated cities in the United States, such as Miami and Dallas, face similar challenges and will continue to adopt the use of E-bikes, E-motorcycles, and E-scooters to meet their delivery needs. 4 Our Strengths Early Entry into the Market: We entered the EV market early and were able to seize the market opportunities to experience rapid growth.
Due to our strong brand image, loyal customer base and evolving product portfolio, we believe there are significant growth opportunities across these channels. No customers account for more than 10% of our revenues for the years ended March 31, 2024 and 2023. The majority of our customers are food delivery workers in New York City.
Due to our strong brand image, loyal customer base and evolving product portfolio, we believe there are significant growth opportunities across these channels. No customers account for more than 10% of our revenues for the years ended March 31, 2025 and 2024. The majority of our customers are food delivery workers in New York City.
We currently have accounts on Facebook, Instagram, TikTok and WeChat, on which we frequently post guides, videos and tutorials that educate people on how to use and maintain E-bikes, E-scooters and E-motorcycles, as well as benefits of E-mobility. In terms of offline marketing, we prioritize in-store promotions and targeted advertising.
We currently have accounts on Facebook, Instagram, TikTok, Xiaohongshu (Rednote), and WeChat, on which we frequently post guides, videos and tutorials that educate people on how to use and maintain E-bikes, E-scooters and E-motorcycles, as well as benefits of E-mobility. In terms of offline marketing, we prioritize in-store promotions and targeted advertising.
In addition, we provide performance upgrades, including high-performance upgrade components for wheels, shock absorbers, brake calipers and carbon fiber body panels, among others. 6 Fly E-Bike App We are currently developing the Fly E-Bike app, which is a management service mobile software for our EVs.
In addition, we provide performance upgrades, including high-performance upgrade components for wheels, shock absorbers, brake calipers and carbon fiber body panels, among others. 8 Fly E-Bike App We are currently developing the Fly E-Bike app, which is a management service mobile software for our EVs.
Such regulations include the Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Telephone Consumer Protection Act of 1991, the U.S. Federal Health Insurance Portability and Accountability Act of 1996 and Section 5(a) of the Federal Trade Commission Act of 1914. We plan to sell and distribute our vehicles internationally through international distributors.
Such regulations include the Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Telephone Consumer Protection Act of 1991, the U.S. Federal Health Insurance Portability and Accountability Act of 1996 and Section 5(a) of the Federal Trade Commission Act of 1914. We sell and distribute our vehicles internationally through international distributors.
They offer a range of 20-60 miles on a single charge, with a top speed range of 15-32 miles per hour, and have a payload capacity of 180-250 pounds. 5 E-scooters Our E-scooter segment currently offers 12 different products, which include the Insurgent E-Scooter, Flytron, H-Max and H-1 models.
They offer a range of 20-60 miles on a single charge, with a top speed range of 15-32 miles per hour, and have a payload capacity of 180-250 pounds. E-scooters Our E-scooter segment currently offers 38 different products, which include the Insurgent E-Scooter, Flytron, H-Max and H-1 models.
Additionally, we plan to launch Fly E-Bike Care in the near future, a service designed to function as an insurance policy and provide customers with continuous maintenance services beyond the manufacturer and battery warranty period. Expand our sales network: We plan to further expand our sales network in the United States and internationally.
Additionally, we plan to launch Fly E-Bike Care in the near future, a service designed to function as an insurance policy and provide customers with continuous maintenance services beyond the manufacturer and battery warranty period. Expand our sales network: We plan to expand our sales network internationally.
We have not experienced any significant product recall, refunds or other quality control outbreak since we commenced operations. Sales and Marketing We have established an omnichannel retail model network to sell our products and provide services to our customers. We currently operate 39 retail stores and work with 80 distributors in the United States to sell our products.
We have not experienced any significant product recall, refunds or other quality control outbreak since we commenced operations. Sales and Marketing We have established an omnichannel retail model network to sell our products and provide services to our customers. We currently operate 20 retail stores and work with 85 distributors in the United States to sell our products.
Risk Factors — Risks Related to the Company’s Business, Operations, and Industry — The markets in which we operate are in their infancy and highly competitive, and we may not be successful in competing in this industry .” Regulation We are subject to a wide variety of laws and regulations in the United States.
See “ Item 1A. Risk Factors — Risks Related to the Company’s Business, Operations, and Industry — The markets in which we operate are in their infancy and highly competitive, and we may not be successful in competing in this industry .” 12 Regulation We are subject to a wide variety of laws and regulations in the United States.
On June 25, 2024, we sold an additional 337,500 shares of common stock to the underwriter of our IPO for gross proceeds of $1.4 million upon full exercise of the overallotment option. Net proceeds received by us from our initial public offering, including the exercise of the over-allotment option, were approximately $9.2 million.
On June 25, 2024, we sold an additional 67,500 shares of common stock to the underwriters of our IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option. Net proceeds received by us from our initial public offering, including the exercise of the over-allotment option, were approximately $9.2 million.
This group constitutes approximately 70% and 70% of our customer base for the year ended March 31, 2023 and 2024, respectively.
This group constitutes approximately 72% and 70% of our customer base for the year ended March 31, 2025 and 2024, respectively.
CPSC can require the manufacturer of products containing a safety defect to recall or repurchase such products and may also impose fines or penalties on the manufacturer. Similar laws exist in some states, cities, and other countries in which we sell our products.
CPSC can require the manufacturer of products containing a safety defect to recall or repurchase such products and may also impose fines or penalties on the manufacturer. Similar laws exist in some states, cities, and other countries in which we sell our products. In 2025, the CPSC proposed regulations concerning lithium-ion battery safety in micromobility devices.
For the year ended March 31, 2024 and 2023, we sourced over 40% and over 50% of our vehicle components from the United States, respectively.
For the years ended March 31, 2025 and 2024, over 50% and 50% of the parts were sourced from China, respectively. For the year ended March 31, 2025 and 2024, we sourced over 40% and over 40% of our vehicle components from the United States, respectively.
We also operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States. In addition, we plan to open a second online store focusing on selling gas bikes in the future. We plan to expand our presence in the United States and extend our business into South America and Europe.
We also operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States. In addition, we plan to open a second online store focusing on selling gas bikes in the future.
During the year ended March 31, 2023, our top three principal vendors included Transpro US Inc., Anhui Ineo International Trading Co., Ltd. and Depcl Corp, each of which respectively supplied approximately 33%, 21% and 12% accessories and components.
During the year ended March 31, 2024, our top three principal vendors included Depcl Corp, XFT, and Anhui Ineo International Trading Co., Ltd., each of which respectively supplied approximately 36%, 21% and 13% accessories and components.
Employees As of June 27, 2024, we had 84 employees, consisting of 57 full-time employees and 27 part-time employees. Our employees are not represented by a labor organization or covered by a collective bargaining agreement. We believe that we maintain a good working relationship with our employees and to date, we have not experienced any significant labor disputes. Item 1A.
Employees As of July 15, 2025, we had 64 employees, consisting of 35 full-time employees and 29 part-time employees. Our employees are not represented by a labor organization or covered by a collective bargaining agreement. We believe that we maintain a good working relationship with our employees and to date, we have not experienced any significant labor disputes.
This approach enables us to streamline our purchasing process, enhance our negotiating power and maintain better relationships with our vendors. We are currently working with three principal vendors, Depcl Corp.(previously known as Fly Wing E-Bike Inc.), Xiamen Innolabs Technology Co., Ltd.
This approach enables us to streamline our purchasing process, enhance our negotiating power and maintain better relationships with our vendors. We are currently working with two principal vendors, Xiamen Innolabs Technology Co., Ltd. (“XFT”) and Depcl Corp.
Our Distribution Channels Retail Distribution Network Our sales are conducted through both retail stores and distributors. Out of our 39 retail stores in the United States, 28 are situated in New York, while four are in New Jersey, two in Florida, two in Texas, one in California and one in Washington, D.C. We also operate one retail store in Canada.
Our Distribution Channels Retail Distribution Network Our sales are conducted through both retail stores and distributors. Out of our 20 retail stores in the United States, nine are situated in New York, while four are in New Jersey, two in Florida, one in Maryland, one in Massachusetts, one in California and one in Washington, D.C.
They are capable of running 20-25 miles on a single charge with a top speed of 23 miles per hour. In addition, our foldable E-bikes have a payload capacity of 250 pounds.
Foldable E-bike (Dolphin E-Bike) (Air-2) Our foldable E-bikes, including the Dolphin E-Bike and the Air-2, are versatile and convenient for folding. They are capable of running 20-25 miles on a single charge with a top speed of 23 miles per hour. In addition, our foldable E-bikes have a payload capacity of 250 pounds.
Our first store was established in 2018 in New York. Our business has grown rapidly since then and we believe we are now one of the leading providers of E-bikes for food delivery workers in New York City. As of June 27, 2024, we have 40 stores, including 39 stores in the United States and one store in Canada.
Our first store was established in 2018 in New York. Our business has grown rapidly since then and we believe we are now one of the leading providers of E-bikes for food delivery workers in New York City. As of July 15, 2025, we have 20 stores, including 19 retail stores in the U.S and one retail store in Canada.
Our net revenues were approximately $21.8 million for the year ended March 31, 2023, consisting of retail sales revenue of approximately $18.8 million and wholesale revenue of approximately $2.9 million.
Our net revenues were approximately $32.2 million for the year ended March 31, 2024, consisting of retail sales revenue of approximately $26.4 million and wholesale revenue of $5.8 million.
In addition, we 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.
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, we granted the underwriters a 30-day option to purchase an additional 67,500 shares of common stock at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments.
Proofing: After the samples that meet the requirements are confirmed by XFT and us, they will be sealed as golden samples, and mass production is required to follow the golden sample standard. 8 Mass production: Before the start of mass production, the factory is required to develop and review standard operating procedures and quality assurance standards that are acceptable to XFT and us.
Proofing: After the samples that meet the requirements are confirmed by XFT and us, they will be sealed as golden samples, and mass production is required to follow the golden sample standard.
Online Distribution Network All of our products can be purchased on our website, flyebike.com. In addition, we plan to open a second online store focusing on selling gas bikes in the future.
We intend to expand our overseas market and are currently working with one distributor in the Dominican Republic. 11 Online Distribution Network All of our products can be purchased on our website, flyebike.com. In addition, we plan to open a second online store focusing on selling gas bikes in the future.
This approach helps us to reduce the risk of supply chain disruptions, which can have a significant impact on our business operations. After importing the accessories and components, we assemble them into our vehicles in a leased facility located in Brooklyn, New York.
This approach helps us to reduce the risk of supply chain disruptions, which can have a significant impact on our business operations. After importing the accessories and components, we assemble them into our vehicles in a leased facility located in Maspeth, New York. For the year ended March 31, 2025, we produced 4,595 E-motorcycles, 5,974 E-bikes and 1,557 E-scooters .
We place great emphasis on quality control and have implemented stringent monitoring and quality control systems to manage our operations. For the parts sourced from China, we rely on our one of our principal vendors in China, XFT, to monitor the factories responsible for manufacturing these parts used in our vehicles.
For the parts sourced from China, we rely on our one of our principal vendors in China, XFT, to monitor the factories responsible for manufacturing these parts used in our vehicles.
Diversify our service offerings: We are planning to broaden our business by leveraging our existing retail stores as logistics hubs for small package delivery.
Diversify our service offerings: We are planning to broaden our business by leveraging our existing retail stores as logistics hubs for small package delivery. We are currently trying to seek business partners, assemble a delivery team and develop an app for the delivery business.
Certain of our products are also regulated by the National Highway Traffic Safety Administration (“NHTSA”) pursuant to various federal laws and regulations. NHTSA can require the manufacturer of motor vehicles or motor vehicle equipment containing a safety defect to recall or repurchase such products and may also impose fines or penalties on the manufacturer.
NHTSA can require the manufacturer of motor vehicles or motor vehicle equipment containing a safety defect to recall or repurchase such products and may also impose fines or penalties on the manufacturer. Certain of our products are also regulated by EPA, and the California Air Resources Board (“CARB”) for products sold in California.
Our business has experienced rapid growth since then and we opened multiple retail stores within a short period of time. In the interest of efficient management, each retail store was managed by a separate company wholly owned by Ctate. Fly E-Bike, Inc. (“Fly E-Bike”), a Delaware corporation, was a wholly owned subsidiary of Ctate incorporated on August 22, 2022.
Our History and Corporate Structure We initially started our business in 2018 as Ctate Inc. (“Ctate”), a New York corporation. Our business has experienced rapid growth since then and we opened multiple retail stores within a short period of time. In the interest of efficient management, each retail store was managed by a separate company wholly owned by Ctate.
City E-bike (City E-Bike) Our City E-Bike has a range of 15-20 miles on a single charge and a maximum speed of 20 miles per hour. It has a payload capacity of 200 pounds and an under-seat storage area. Foldable E-bike (Dolphin E-Bike) (Air-2) Our foldable E-bikes, including the Dolphin E-Bike and the Air-2, are versatile and convenient for folding.
E-bikes We currently offer 36 different E-bike products, which include a range of City E-bike, foldable E-bike and standard E-bike. City E-bike (City E-Bike) Our City E-Bike has a range of 15-20 miles on a single charge and a maximum speed of 20 miles per hour. It has a payload capacity of 200 pounds and an under-seat storage area.
We have a diversified product portfolio that is designed to satisfy the various demands of our customers and address different urban travel scenarios. Additionally, we aim to refresh our product offerings continuously to align with evolving market trends. As of June 27, 2024, we offered 21 E-motorcycle products, 21 E-bike products and 34 E-scooter products.
In addition, we plan to extend our business into South America and Europe. We have a diversified product portfolio that is designed to satisfy the various demands of our customers and address different urban travel scenarios. Additionally, we aim to refresh our product offerings continuously to align with evolving market trends.
Additionally, our E-motorcycles are equipped with advanced safety features, including anti-lock brakes and a high-performance suspension system, ensuring optimal handling and rider safety. E-tricycle (Fly-Tricycle) The Fly-Tricycle is an electric three-wheel vehicle that offers three seats. The interior of this vehicle is crafted with high-quality automotive-grade materials, ensuring long-lasting durability.
They have a payload capacity of 160-400 pounds and feature a powerful electric motor with multiple riding modes to choose from. Additionally, our E-motorcycles are equipped with advanced safety features, including anti-lock brakes and a high-performance suspension system, ensuring optimal handling and rider safety. 6 E-tricycle (Fly-Tricycle) The Fly-Tricycle is an electric three-wheel vehicle that offers three seats.
E-motorcycle (RZ) (FTC) (DY-VNM SL) We also offer E-motorcycles that are designed for urban commuting and city riding, offering a range of 25-80 miles on a single charge and a top speed of 30-59 miles per hour. They have a payload capacity of 160-400 pounds and feature a powerful electric motor with multiple riding modes to choose from.
Moreover, their electric drivetrain requires no clutch or gears, making them easy to operate for almost anyone. E-motorcycle (RZ) (FTC) (DY-VNM SL) We also offer E-motorcycles that are designed for urban commuting and city riding, offering a range of 25-80 miles on a single charge and a top speed of 30-59 miles per hour.
They are compact, portable and easy to store, making them a good choice for people who are conscious of space limitations, such as those who live in small apartments in big cities.
They are compact, portable and easy to store, making them a good choice for people who are conscious of space limitations, such as those who live in small apartments in big cities. 7 Standard E-bike (Sword Fish E-Bike) (Rhino) Our standard E-bikes are designed to be lightweight and come in a variety of different outlook designs, with multiple speed options to choose from.
We do not charge any initial fees or continuing fees to our distributors. The majority of our distributors make full payments upfront for their orders, which helps us improve cash flow management. We intend to expand our overseas market and are currently working with one distributor in the Dominican Republic.
Our distributors purchase products from us at a wholesale price, and are responsible for the logistics, warehousing and distribution to other retail stores. We do not charge any initial fees or continuing fees to our distributors. The majority of our distributors make full payments upfront for their orders, which helps us improve cash flow management.
Other than the trademarks mentioned above, we do not own any patents, copyrights or other intellectual property registrations in the United States. We plan to seek further intellectual property registrations in the United States in the future. We currently also seek to protect our trade secrets and other proprietary information through common law copyright and trademark principles.
We plan to seek further intellectual property registrations in the United States in the future. We currently also seek to protect our trade secrets and other proprietary information through common law copyright and trademark principles. Competition There are numerous companies that sell E-bikes, E-motorcycles and E-scooters in the United States and even more globally.
XFT will closely follow the production process, ensuring that strict quality control measures are implemented at every stage of production. After the mass production starts, XFT will perform the first article inspection to confirm whether the mass production meets the required standards.
After the mass production starts, XFT will perform the first article inspection to confirm whether the mass production meets the required standards.
Additionally, we have two trademarks in the Dominican Republic covering the name “FLY E-BIKE” and our logo, and one trademark in Panama covering the name “FLY E-BIKE”. All these trademarks are effective from 2022 to 2033. In addition, we have applied for trademark rights for the name “FLY E-BIKE” in Canada, and the application is currently pending.
Additionally, we have two trademarks in the Dominican Republic covering the name “FLY E-BIKE” and our logo, and one trademark in Panama covering the name “FLY E-BIKE”. All these trademarks are effective from 2022 to 2033. Other than the trademarks mentioned above, we do not own any patents, copyrights or other intellectual property registrations in the United States.
This vehicle can run a range of 43-62 miles on a single charge, with a top speed of 30 miles per hour. Additionally, the Fly-Tricycle is capable of holding a payload of 1,239 pounds. 4 E-bikes We currently offer 34 different E-bike products, which include a range of City E-bike, foldable E-bike and standard E-bike.
The interior of this vehicle is crafted with high-quality automotive-grade materials, ensuring long-lasting durability. This vehicle can run a range of 43-62 miles on a single charge, with a top speed of 30 miles per hour. Additionally, the Fly-Tricycle is capable of holding a payload of 1,239 pounds.
This program will be designed to offer a wider range of coverage than the manufacturer and battery warranties, including accidental damages caused by customers. Additionally, we intend to add a “Fly E-Bike Care” feature to our app, which will send maintenance reminders to users based on their driving behavior and mileage.
This program will be designed to offer a wider range of coverage than the manufacturer and battery warranties, including accidental damages caused by customers.
Competition There are numerous companies that sell E-bikes, E-motorcycles and E-scooters in the United States and even more globally. The markets for EVs are highly competitive based on a number of factors, including innovation, performance, price, technology, product features, styling, fit and finish, brand recognition, quality and distribution.
The markets for EVs are highly competitive based on a number of factors, including innovation, performance, price, technology, product features, styling, fit and finish, brand recognition, quality and distribution. We believe our ability to compete successfully in these markets depends on our ability to capitalize on our competitive strengths and build brand recognition.
We believe our ability to compete successfully in these markets depends on our ability to capitalize on our competitive strengths and build brand recognition. 10 Many companies, which have greater financial and marketing resources than us, make electric two-wheelers, including Trek Bicycle Corporation, Specialized Bicycle Components, Inc., Specialized Bicycle Components, Inc. and Rad Power Bikes Inc.
Many companies, which have greater financial and marketing resources than us, make electric two-wheelers, including Trek Bicycle Corporation, Specialized Bicycle Components, Inc., Specialized Bicycle Components, Inc. and Rad Power Bikes Inc. While we believe we are well positioned in this competitive market, there is no assurance that our vehicles will be successful in the respective markets in which they compete.
Our retail stores adopt a consistent design and layout and provide a consistent shopping experience. We closely monitor the sales performance, service level and activities within our retail stores. We will continue to collect store operation data such as consumer traffic flow and traffic flow sources, test drive frequencies and sales conversion rate.
We also operate one retail store in Canada. Our retail stores adopt a consistent design and layout and provide a consistent shopping experience. We closely monitor the sales performance, service level and activities within our retail stores.
We build our smart E-bikes based on advanced and innovative technologies, including smart technologies, powertrain and battery technologies and automotive inspired functionalities. Adhering to our user-centric philosophy in product design, we collect user feedback and product performance data to develop new products or functionalities to satisfy unmet demand.
Adhering to our user-centric philosophy in product design, we collect user feedback and product performance data to develop new products or functionalities to satisfy unmet demand. All our products are designed to embody themes of style, freedom and technology.
All our products are designed to embody themes of style, freedom and technology. Some of our E-bikes are specifically designed for food delivery workers and are featured with longer battery life and stable backseat for holding a basket.
Some of our E-bikes are specifically designed for food delivery workers and are featured with longer battery life and stable backseat for holding a basket. In addition, we designed an easy battery swap system for these E-bikes, allowing food delivery workers to easily replace a fully charged battery at any of our stores within a minute.
Following market trends and technological updates, we continuously develop and add new products into our portfolio to meet our customers’ needs. We also regularly introduce upgrades and refreshes to our existing models. E-motorcycles Our E-motorcycle category consists of 21 different products, which include a range of E-moped, E-motorcycle and E-tricycle.
We also regularly introduce upgrades and refreshes to our existing models. 5 E-motorcycles Our E-motorcycle category consists of 27 different products, which include a range of E-moped, E-motorcycle and E-tricycle. E-moped (Fly-7) (Fly-10) (Fly-Pro) Our E-moped product line is one of our most popular, featuring a range of eight different models.
This information helps us adjust store-specific retailing and marketing strategies, thereby increasing per store sales. 9 In terms of our distributors, most of them are located in the United States. Our distributors purchase products from us at a wholesale price, and are responsible for the logistics, warehousing and distribution to other retail stores.
We will continue to collect store operation data such as consumer traffic flow and traffic flow sources, test drive frequencies and sales conversion rate. This information helps us adjust store-specific retailing and marketing strategies, thereby increasing per store sales. In terms of our distributors, most of them are located in the United States.
E-moped (Fly-7) (Fly-10) (Fly-Pro) Our E-moped product line is one of our most popular, featuring a range of eight different models. Our E-mopeds can run an average of 20-70 miles on a single charge, with a top speed of 20-38 miles per hour. Additionally, our E-mopeds are capable of holding a payload of 185-400 pounds.
Our E-mopeds can run an average of 20-70 miles on a single charge, with a top speed of 20-38 miles per hour. Additionally, our E-mopeds are capable of holding a payload of 185-400 pounds. Each E-moped offer several standard features, including a remote key fob, alarm system, lockable under-seat storage, front and rear suspension, and a complete lighting package.
(“XFT”), and Anhui Ineo International Trading Co., Ltd., each of which respectively supplied approximately 36%, 21% and 13% of our accessories and components during the year ended March 31, 2024.
(previously known as Fly Wing E-Bike Inc.), each of which respectively supplied approximately 42% and 32% of our accessories and components during the year ended March 31, 2025.
As of June 27, 2024, we operate one store in Canada and 39 retail stores in the United States, spanning across the states of New York, Texas, Florida, Washington D.C., California and New Jersey. We also operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States.
The Company offers rental services from selected locations in New York, Toronto, and Los Angeles. We also operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States. In addition, we plan to open a second online store focusing on selling gas bikes in the future.
Each E-moped offer several standard features, including a remote key fob, alarm system, lockable under-seat storage, front and rear suspension, and a complete lighting package. Some models also offer a USB phone charging port for added convenience. These features make them an ideal choice for delivery workers.
Some models also offer a USB phone charging port for added convenience. These features make them an ideal choice for delivery workers. All of our E-mopeds feature a low seat height and large tires, providing excellent stability at all speeds and on all surfaces.
We are currently in the process of seeking business partners, assembling a delivery team and developing an app for the delivery business. 3 Our Products We offer a diverse product portfolio that satisfies various demands of our customers and addresses different urban travel scenarios.
Our Products We offer a diverse product portfolio that satisfies various demands of our customers and addresses different urban travel scenarios. Following market trends and technological updates, we continuously develop and add new products into our portfolio to meet our customers’ needs.
Initial Public Offering On June 7, 2024, we sold 2,250,000 shares of common stock, at a price of $4.00 per share in our initial public offering (the “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.
The issued and outstanding common stock and preferred stock increased at a split ratio of 1-for-110,000. 1 IPO On June 7, 2024, we consummated our initial public officering (the “IPO”) and sold 450,000 shares of common stock, at a price of $20.00 per share.
For the year ended March 31, 2023, we produced 2,039 E-motorcycles, 5,953 E-bikes and 2,279 E-scooters in this facility. For the year ended March 31, 2024, we produced 8,390 E-motorcycles, 7,638 E-bikes and 3,171 E-scooters at the same facility.
For the year ended March 31, 2024, we produced 8,390 E-motorcycles, 7,638 E-bikes and 3,171 E-scooters. Quality Control We believe that the quality of our products is crucial to our continued growth. We place great emphasis on quality control and have implemented stringent monitoring and quality control systems to manage our operations.
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In addition, we designed an easy battery swap system for these E-bikes, allowing food delivery workers to easily replace a fully charged battery at any of our stores within a minute. Our net revenues were approximately $32.2 million for the year ended March 31, 2024, consisting of retail sales revenue of approximately $26.4 million and wholesale revenue of $5.8 million.
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As of July 15, 2025, we offered 27 E-motorcycle products, 36 E-bike products and 38 E-scooter products. We build our smart E-bikes based on advanced and innovative technologies, including smart technologies, powertrain and battery technologies and automotive inspired functionalities.
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The issued and outstanding shares of our common stock immediately following the split were increased to 22,000,000. The share number and related data in this annual report has been updated to reflect the stock split referenced above.
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Our net revenues were approximately $25.4 million for the year ended March 31, 2025, consisting of retail sales revenue of approximately $21.7 million, wholesale revenue of approximately $3.5 million, and rental services revenue of $171,867.
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We also issued to The Benchmark Company, LLC, the representative of the underwriters, and its designees warrants to purchase 129,375 shares of our common stock. 1 Our History and Corporate Structure We initially started our business in 2018 as Ctate Inc. (“Ctate”), a New York corporation.
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We also issued to The Benchmark Company, LLC (the “IPO Representative”), the representative of the IPO underwriters warrants to purchase 25,875 shares. None of such warrants were exercised as of the date of this annual report. Loan and Security Agreement On August 5, 2024, the Company, Fly E-Bike, Inc. (“Fly E-Bike”), a Delaware corporation, and Fly EV, Inc.
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All of our E-mopeds feature a low seat height and large tires, providing excellent stability at all speeds and on all surfaces. Moreover, their electric drivetrain requires no clutch or gears, making them easy to operate for almost anyone.
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(collectively with the Company and Fly E-Bike, the “Borrower”) entered into a loan and security agreement (the “Loan Agreement”) with Peapack-Gladstone Bank (the “Lender”). Pursuant to the Loan Agreement, the Lender made available to the Borrower a $5 million revolving credit facility (the “Revolving Credit”), which the Borrower will use periodically for operating needs and to help facilitate acquisitions.
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Standard E-bike (Sword Fish E-Bike) (Rhino) Our standard E-bikes are designed to be lightweight and come in a variety of different outlook designs, with multiple speed options to choose from.
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The Loan Agreement has a one-year term. The principal balance of the loan under the Revolving Credit bears interest at a per annum rate equal to the term SOFR plus a spread of 3.50%, with a floor of 5.50%. The Borrower will make interest-only payments quarterly, starting on November 1, 2024.
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Manufacturing and Assembly We source a significant portion of our vehicle components from China and the United States. For the years ended March 31, 2024 and 2023, over 50% and 40% of the parts were sourced from China, respectively.
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The entire amount of outstanding principal and interest is due on August 31, 2025.
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In response to the increasing demand for our products, we are currently looking to lease a larger assembling facility to replace our current facility in the near future. Quality Control We believe that the quality of our products is crucial to our continued growth.
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As security for the payment of the loan, the Borrower granted the Lender a continuing lien on and security interest in all assets of the Borrower, including accounts, chattel paper, documents, instruments, inventory, general intangibles, equipment, fixtures, deposit accounts, goods, letter-of-credit rights, supporting obligations, investment property, commercial tort claims, property in the Lender’s possession, additions, and proceeds.
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While we believe we are well positioned in this competitive market, there is no assurance that our vehicles will be successful in the respective markets in which they compete. See “ Item 1A.
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The Borrower paid a non-refundable revolving credit closing fee of $20,000 at closing, agreed to pay an unused line fee of 0.25% quarterly, and a late charge of 5% on any payments not made within five days of the due date.
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Certain of our products are also regulated by EPA, and the California Air Resources Board (“CARB”) for products sold in California.
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Upon an event of default, the Lender may terminate the Revolving Credit, declare the Borrower’s obligations immediately due and payable, and exercise rights under the UCC and other applicable laws, including taking possession of the collateral and selling it.
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Risk Factors An investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this annual report, including “Item 7.
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Rental Program We launched a rental program to meet the increasing market demand for safe, UL-certified e-bikes in compliance with New York State regulations in October 2024.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf our common stock is not so listed or is delisted from the Nasdaq Capital Market at some later date or become subject to the penny stock regulations, it is likely that the price of our shares would decline and that our stockholders would find it difficult to sell their shares. 23 The price of our common stock may be volatile and fluctuate substantially and rapidly, which could result in the loss of a significant part of your investment.
Biggest changeThe price of our common stock may be volatile and fluctuate substantially and rapidly, which could result in the loss of a significant part of your investment. The market price of our common stock may fluctuate substantially and rapidly and may be higher or lower than the public offering price.
The electric mobility industry is subject to rapidly changing and often complex regulatory environments. The electric mobility industry is subject to rapidly changing and often complex regulatory environments at local, state, national, and international levels. Evolving regulations related to safety standards, emissions, licensing, and operational requirements can have a substantial impact on our business operations and profitability.
The electric mobility industry is subject to rapidly changing and often complex regulatory environments at local, state, national, and international levels. Evolving regulations related to safety standards, emissions, licensing, and operational requirements can have a substantial impact on our business operations and profitability.
Risks and challenges we have faced or expect to face as a result of our relatively limited operating history and evolving business model include our ability to: ● make operating decisions and evaluate our future prospects and the risks and challenges we may encounter; ● forecast our revenue and budget for and manage our expenses; ● attract new customers and retain existing customers in a cost-effective manner; ● comply with existing and new or modified laws and regulations applicable to our business; ● manage our business assets and expenses; ● plan for and manage capital expenditures for our current and future offerings and manage our supply chain and supplier relationships related to our current and future offerings; ● anticipate and respond to macroeconomic changes and changes in the markets in which we operate; ● maintain and enhance the value of our reputation and brand; ● effectively manage our growth and business operations; ● successfully expand our geographic reach; ● hire, integrate and retain talented people at all levels of our organization; and ● successfully develop new features, offerings and services to enhance the experience of customers.
Risks and challenges we have faced or expect to face as a result of our relatively limited operating history and evolving business model include our ability to: ● make operating decisions and evaluate our future prospects and the risks and challenges we may encounter; ● forecast our revenue and budget for and manage our expenses; ● attract new customers and retain existing customers in a cost-effective manner; 21 ● comply with existing and new or modified laws and regulations applicable to our business; ● manage our business assets and expenses; ● plan for and manage capital expenditures for our current and future offerings and manage our supply chain and supplier relationships related to our current and future offerings; ● anticipate and respond to macroeconomic changes and changes in the markets in which we operate; ● maintain and enhance the value of our reputation and brand; ● effectively manage our growth and business operations; ● successfully expand our geographic reach; ● hire, integrate and retain talented people at all levels of our organization; and ● successfully develop new features, offerings and services to enhance the experience of customers.
The market price for our common stock may be influenced by many factors, including: ● limited trading volume; ● our success in commercializing our products; ● developments with respect to competitive products or technologies; ● developments or disputes concerning patent applications, issued patents or other intellectual property or proprietary rights; ● the recruitment or departure of key personnel; ● actual or anticipated changes in estimates as to financial results, commercialization timelines or recommendations by securities analysts; ● variations in our financial results or the financial results of companies that are perceived to be similar to us; ● sales of common stock by us, our executive officers, directors or principal stockholders or others; ● general economic, industry and market conditions, such as the impact of the COVID-19 pandemic on our industry; ● the publication of unfavorable research reports and updates thereto by financial analysts; and ● the other factors described in this “Risk Factors” section.
The market price for our common stock may be influenced by many factors, including: ● limited trading volume; ● our success in commercializing our products; ● developments with respect to competitive products or technologies; ● developments or disputes concerning patent applications, issued patents or other intellectual property or proprietary rights; ● the recruitment or departure of key personnel; ● actual or anticipated changes in estimates as to financial results, commercialization timelines or recommendations by securities analysts; ● variations in our financial results or the financial results of companies that are perceived to be similar to us; ● sales of common stock by us, our executive officers, directors or principal stockholders or others; ● general economic, industry and market conditions, such as the impact of the COVID-19 pandemic on our industry; 27 ● the publication of unfavorable research reports and updates thereto by financial analysts; and ● the other factors described in this “Risk Factors” section.
Other factors that may influence the adoption of new energy vehicles, and specifically electric vehicles, include: ● perceptions about electric vehicle quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, whether or not such vehicles are produced by us or other companies; ● perceptions about vehicle safety in general; 15 ● the limited range over which electric vehicles may be driven on a single battery charge and the speed at which batteries can be recharged; ● the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge; ● the availability of service for electric vehicles; ● the environmental consciousness of consumers; ● the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles; and ● macroeconomic factors.
Other factors that may influence the adoption of new energy vehicles, and specifically electric vehicles, include: ● perceptions about electric vehicle quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, whether or not such vehicles are produced by us or other companies; ● perceptions about vehicle safety in general; ● the limited range over which electric vehicles may be driven on a single battery charge and the speed at which batteries can be recharged; ● the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge; ● the availability of service for electric vehicles; ● the environmental consciousness of consumers; ● the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles; and ● macroeconomic factors.
If one or more analysts who elect to cover us issue negative reports or adversely change their recommendations regarding our common stock, our stock price could decline. 24 We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common stock less attractive to investors.
If one or more analysts who elect to cover us issue negative reports or adversely change their recommendations regarding our common stock, our stock price could decline. We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common stock less attractive to investors.
Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business. We will incur increased costs as a result of being a publicly traded company. As a company with publicly traded securities, we will incur additional legal, accounting and other expenses not presently incurred.
Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business. We incur increased costs as a result of being a publicly traded company. As a company with publicly traded securities, we incur additional legal, accounting and other expenses not presently incurred.
We cannot assure you that we will be able to take advantage of all of the benefits of the available to emerging growth companies. We are a “smaller reporting company” and, even if we no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements.
We cannot assure you that we will be able to take advantage of all of the benefits of the available to emerging growth companies. 28 We are a “smaller reporting company” and, even if we no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements.
We rely on third parties for quality control on the parts sourced from China. We rely on one of our principal vendors in China to monitor the factories manufacturing the parts sourced from China for use in our vehicles. We have limited control over the ability of third-party manufacturers to maintain adequate quality control, quality assurance and qualified personnel.
We rely on one of our principal vendors in China to monitor the factories manufacturing the parts sourced from China for use in our vehicles. We have limited control over the ability of third-party manufacturers to maintain adequate quality control, quality assurance and qualified personnel.
Adverse determinations of material product liability claims made against us could also harm our reputation and cause us to lose customers and could have a material adverse effect on our business, prospects, financial condition and operating results. 18 We are dependent upon our executives for their services and any interruption in their ability to provide their services could cause us to cease operations.
Adverse determinations of material product liability claims made against us could also harm our reputation and cause us to lose customers and could have a material adverse effect on our business, prospects, financial condition and operating results. 23 We are dependent upon our executives for their services and any interruption in their ability to provide their services could cause us to cease operations.
In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention. 19 If we are unable to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights, our reputation may be harmed, we may be subject to litigation, and our business may be adversely affected.
In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention. 24 If we are unable to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights, our reputation may be harmed, we may be subject to litigation, and our business may be adversely affected.
GAAP and SEC financial reporting requirements, (ii) formal internal control policies and internal independent supervision functions to establish formal risk assessment process and internal control framework, and (iii) sufficient controls designed and implemented in IT environment and IT general control activities, which are mainly associated with areas of logical access management, change management, computer operation, service organization management as well as cyber security management. 17 In response to the material weaknesses identified for the year ended March 31, 2024, we are in the process of implementing a number of measures to address the material weaknesses identified, including but not limited to (i) hiring additional qualified accounting and financial personnel with appropriate knowledge and experience in U.S.
GAAP and SEC financial reporting requirements, (ii) formal internal control policies and internal independent supervision functions to establish formal risk assessment process and internal control framework, and (iii) sufficient controls designed and implemented in IT environment and IT general control activities, which are mainly associated with areas of logical access management, change management, computer operation, service organization management as well as cyber security management. 22 In response to the material weaknesses identified for the year ended March 31, 2025, we are in the process of implementing a number of measures to address the material weaknesses identified, including but not limited to (i) hiring additional qualified accounting and financial personnel with appropriate knowledge and experience in U.S.
As a result, these stockholders will be able to influence our management and affairs and control the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.
As a result, these stockholders may be able to influence our management and affairs and control the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.
While we believe these efforts will remediate the material weaknesses, we may not be able to complete our evaluation, testing or any required remediation in a timely fashion, or at all.
While we believe these efforts, once completed, will remediate the material weaknesses, we may not be able to complete our evaluation, testing or any required remediation in a timely fashion, or at all.
In connection with the preparation and audit of our consolidated financial statements for the year ended March 31, 2024, we identified material weaknesses in our internal control over financial reporting.
In connection with the preparation and audit of our consolidated financial statements for the year ended March 31, 2025, we identified material weaknesses in our internal control over financial reporting.
Our directors and executive officers will continue to exercise significant control over us, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control. The existing holdings of our directors and executive officers is in the aggregate, approximately 68.5% of our outstanding common stock as of the date of this annual report.
Our directors and executive officers will continue to exercise significant control over us, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control. The existing holdings of our directors and executive officers is in the aggregate, approximately 18.7% of our outstanding common stock as of the date of this annual report.
The loss of the services of our CEO could have a material adverse effect on us. We do not maintain any key man life insurance on our executives, including our CEO.
The loss of the services of any member of our management team, including our CEO, could have a material adverse effect on us. We do not maintain any key man life insurance on our executives, including our CEO.
We currently have one facility in which we assemble all of our products in Brooklyn, New York.
We currently have one facility in which we assemble all of our products in Maspeth, New York.
In such an event, the Company’s share price could be adversely effected.
In such an event, the Company’s share price could be adversely affected.
From time to time, we may receive communications from holders of patents or trademarks regarding their proprietary rights. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights.
From time to time, we receive communications from holders of patents or trademarks regarding their proprietary rights, including in publicly available court filings. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights.
Any provision of our amended and restated certificate of incorporation (as amended) or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock. 26 Our management is required to devote a substantial amount of time to comply with public company regulations.
Any provision of our amended and restated certificate of incorporation (as amended) or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.
As of June 27, 2024, our directors and executive officers beneficially own approximately 68.5% of our outstanding common stock. Our bylaws provide that a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote constitutes a quorum for a meeting of stockholders.
As of July 15, 2025, our directors and executive officers beneficially own approximately 18.7% of our outstanding common stock. Our bylaws provide that a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote constitutes a quorum for a meeting of stockholders.
Any product defects or any other failure of our vehicles to perform as expected could harm our reputation and result in adverse publicity, lost revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant warranty and other expenses, and could have a material adverse impact on our business, prospects, financial condition and operating results.
Any product defects or any other failure of our vehicles to perform as expected could harm our reputation and result in adverse publicity, lost revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant warranty and other expenses, and could have a material adverse impact on our business, prospects, financial condition and operating results. 19 In addition, the range of our vehicles on a single charge declines principally as a function of usage, time and charging patterns as well as other factors.
If we are unsuccessful in our efforts to control and reduce supplier costs and manage inventory at optimal levels, our operating results will suffer .” In addition, if we encounter unexpected difficulties with our principal vendors, and if we are unable to fill these needs from other vendors in a timely manner, we could experience production delays and potential loss of access to important technology and parts for producing, servicing and supporting our vehicles.
In addition, if we encounter unexpected difficulties with our principal vendors, and if we are unable to fill these needs from other vendors in a timely manner, we could experience production delays and potential loss of access to important technology and parts for producing, servicing and supporting our vehicles.
These risks include: ● an increase in the cost, or decrease in the available supply, of materials used in the battery packs; ● tariffs on the materials we source in China; and ● fluctuations in the value of the Chinese Renminbi against the U.S. dollar as our purchases for the components of our products are denominated in Chinese Renminbi. 14 Disruption in our supply chain and rising prices of raw materials as a result of the conflict between Russia and Ukraine may also negatively impact our businesses.
These risks include: ● an increase in the cost, or decrease in the available supply, of materials used in the battery packs; ● tariffs on the materials we source in China; and ● fluctuations in the value of the Chinese Renminbi against the U.S. dollar as our purchases for the components of our products are denominated in Chinese Renminbi.
If the managing underwriter of our initial public offering, waives or releases parties to the lock-up, the market price for our common stock could be adversely impacted.
If placement agent for the registered direct offering waives or releases parties to the lock-up, the market price for our common stock could be adversely impacted.
We will need to hire additional accounting and financial staff to comply with public company regulations. The costs of hiring such staff may be material and there can be no assurance that such staff will be immediately available to us.
Our compliance with these requirements will require that it incur substantial accounting and related expenses and expend significant management efforts. We will need to hire additional accounting and financial staff to comply with public company regulations. The costs of hiring such staff may be material and there can be no assurance that such staff will be immediately available to us.
Our business is relatively new and rapidly evolving. We first launched our business in 2018 and have a limited operating history. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries.
We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries.
Any unauthorized access into our customers’ sensitive information, data belonging to us or our vendors or employee data, even if we are compliant with industry security standards, could put us at a competitive disadvantage, result in deterioration of our customers’, vendors’ and employees’ confidence in us and subject us to investigations, required notifications, potential litigation, liability, fines and penalties and consent decrees, resulting in a possible material adverse impact on our brand, business, prospects, financial condition and operating results. 20 Potential tariffs and other restrictions on trade could increase our costs and could further increase the cost of our products, which could adversely impact the competitiveness of our products and our financial results.
Any unauthorized access into our customers’ sensitive information, data belonging to us or our vendors or employee data, even if we are compliant with industry security standards, could put us at a competitive disadvantage, result in deterioration of our customers’, vendors’ and employees’ confidence in us and subject us to investigations, required notifications, potential litigation, liability, fines and penalties and consent decrees, resulting in a possible material adverse impact on our brand, business, prospects, financial condition and operating results. 25 We may be unable to improve our existing products and develop and market new products that respond to customer needs and preferences and achieve market acceptance.
Product recalls could also harm our reputation and cause us to lose customers, particularly if recalls cause consumers to question the safety or reliability of our products, which could have a material adverse effect on our business, prospects, financial condition and operating results. 21 If our vehicle owners customize our vehicles or change the charging infrastructure with aftermarket products, the vehicle may not operate properly, which may create negative publicity and could harm our business.
Product recalls could also harm our reputation and cause us to lose customers, particularly if recalls cause consumers to question the safety or reliability of our products, which could have a material adverse effect on our business, prospects, financial condition and operating results.
Failure to develop and maintain a strong brand could materially and adversely affect customer acceptance of our vehicles, could result in suppliers and other third parties being less likely to invest time and resources in developing business relationships with us, and could materially adversely affect our business, prospects, financial condition and operating results. 16 We have a relatively short operating history, which makes it difficult to evaluate our future prospects, forecast financial results, and assess the risks and challenges we may face.
Failure to develop and maintain a strong brand could materially and adversely affect customer acceptance of our vehicles, could result in suppliers and other third parties being less likely to invest time and resources in developing business relationships with us, and could materially adversely affect our business, prospects, financial condition and operating results.
As of June 27, 2024, there are 17,160,000 shares of restricted common stock, which constitute approximately 69.8% of our outstanding common stock, may be eligible for sale pursuant to Rule 144 at various times, subject to limitations provided by Rule 144 and lock-up agreements which our stockholders, including our directors and officers, who hold 16,830,000 shares have signed lock-ups for period of 180 days from the closing of the IPO, which expires on December 2, 2024, release from the lock-up restriction at the discretion of the underwriters.
As of July 15, 2025, there are 3,432,000shares of restricted common stock, which constitute approximately 32.3% of our outstanding common stock, may be eligible for sale pursuant to Rule 144 at various times, subject to limitations provided by Rule 144 and lock-up agreements which our stockholders, including our directors and officers, who hold 3,366,000shares have signed lock-ups for period of 180 days from the closing of the registered direct offering, which expires on December 1, 2025, release from the lock-up restriction at the discretion of the placement agent for the registered direct offering.
Any occurrence of the foregoing could hurt our relationship with our customers and result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, financial condition and operating results. 13 Our success will depend on our ability to economically produce our vehicles at scale, and our ability to produce vehicles of sufficient quality and appeal to customers on schedule and at scale is unproven.
Any occurrence of the foregoing could hurt our relationship with our customers and result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, financial condition and operating results.
As a result, investors will be reliant upon capital appreciation for any returns on their investment in the shares of our common stock. 25 Future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
Future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
This could potentially compel us to procure vehicle components at higher costs, leading to a backorder situation or unfulfilled customer orders, which could lead to potential cancellations or loss of customers to competitors and negatively impact our brand image and reputation.
On the other hand, if we underestimate customer demand or encounter delays from our vendors in supplying vehicle components promptly, we may face inventory shortages. 18 This could potentially compel us to procure vehicle components at higher costs, leading to a backorder situation or unfulfilled customer orders, which could lead to potential cancellations or loss of customers to competitors and negatively impact our brand image and reputation.
As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as rules implemented by the SEC and Nasdaq, impose various requirements on public companies, including those related to corporate governance practices.
The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as rules implemented by the SEC and Nasdaq, impose various requirements on public companies, including those related to corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these requirements.
Among other things, our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our compliance with these requirements will require that it incur substantial accounting and related expenses and expend significant management efforts.
Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. 30 Among other things, our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
The market price of our common stock may fluctuate substantially and rapidly and may be higher or lower than the public offering price. The stock market, in general, and the market for smaller companies such as ours, in particular, have experienced extreme price and volume fluctuations.
The stock market, in general, and the market for smaller companies such as ours, in particular, have experienced extreme price and volume fluctuations.
Sales of substantial amounts of our common stock (including shares issued in connection with any acquisition we may make), or the perception that such sales, including sales by our existing stockholders pursuant to Rule 144, could occur, may adversely affect prevailing market prices of our common stock.
Sales of substantial amounts of our common stock (including shares issued in connection with any acquisition we may make), or the perception that such sales, including sales by our existing stockholders pursuant to Rule 144, could occur, may adversely affect prevailing market prices of our common stock. 29 Because our directors and executive officers own or have the right to vote approximately 18.7% of our outstanding common stock, they may be able to elect all directors, approve all matters requiring stockholder approval and block any action which may be beneficial to stockholders.
The additional tariffs imposed on components or equipment that we source from China will increase our costs and could have an adverse impact on our operating results and financial conditions in future periods. We may be unable to improve our existing products and develop and market new products that respond to customer needs and preferences and achieve market acceptance.
The additional tariffs imposed on components or equipment that we source from China will increase our costs and could have an adverse impact on our operating results and financial conditions in future periods. We rely on third parties for quality control on the parts sourced from China.
There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend. As a result, investors will be reliant upon capital appreciation for any returns on their investment in the shares of our common stock.
Any of the factors described above may cause current or potential customers not to purchase our electric vehicles and use our services. If the market for electric vehicles does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be affected.
If the market for electric vehicles does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be affected. 20 The electric mobility industry is subject to rapidly changing and often complex regulatory environments.
We source a significant portion of our vehicle components from China. The application of sanctions, trade restrictions or tariffs by the U.S. or other countries or the impact of public health concerns, may adversely impact the industry supply chain. For example, in 2019, the U.S. government increased tariffs on U.S. imports with China as their country of origin.
The current tensions in international trade policies and rising political tensions, particularly between the United States and China, may adversely impact our business and operating results. We source a significant portion of our vehicle components from China. The application of sanctions, trade restrictions or tariffs by the U.S. or other countries may adversely impact the industry supply chain.
High inventory levels may also require us to commit substantial capital resources, preventing us from using that capital for other important purposes. On the other hand, if we underestimate customer demand or encounter delays from our vendors in supplying vehicle components promptly, we may face inventory shortages.
High inventory levels may also require us to commit substantial capital resources, preventing us from using that capital for other important purposes.
Electric vehicle enthusiasts may seek to “hack” our vehicles to modify their performance, which could compromise vehicle safety systems. Also, customers may customize their vehicles with after-market parts that can compromise driver safety. We do not test, nor do we endorse, such changes or products.
Also, customers may customize their vehicles with after-market parts that can compromise driver safety. We do not test, nor do we endorse, such changes or products. In addition, the use of improper external cabling or unsafe charging outlets can expose our customers to injury from high voltage electricity.
In addition, the use of improper external cabling or unsafe charging outlets can expose our customers to injury from high voltage electricity. Such unauthorized modifications could reduce the safety of our vehicles and any injuries resulting from such modifications could result in adverse publicity which would negatively affect our brand and harm our business, prospects, financial condition and operating results.
Such unauthorized modifications could reduce the safety of our vehicles and any injuries resulting from such modifications could result in adverse publicity which would negatively affect our brand and harm our business, prospects, financial condition and operating results. 26 Risks Related to Our Securities An active, liquid and orderly trading market for our common stock may not develop or be maintained, and our stock price may be volatile.
As a result, the ability or willingness of broker-dealers to sell or make a market in our common stock might decline.
As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock. 31 Holders of the Warrants will have no rights as a common stockholder until they acquire our common stock.
Our management and other personnel will need to devote a substantial amount of time to these requirements. Certain members of our management do not have significant experience in addressing these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.
Certain members of our management do not have significant experience in addressing these requirements.
Removed
Item 1A. Risk Factors — Risks Related to the Company’s Business, Operations, and Industry — Changes in our supply chain may result in increased cost.
Added
Item 1A. Risk Factors An investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this annual report, including “Item 7.
Removed
In February 2022, Russian military forces launched a military action in Ukraine.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes before making a decision to invest in our common stock. Our business, operating results, financial condition, or prospects could be materially and adversely affected by any of these risks and uncertainties.
Removed
In addition, the range of our vehicles on a single charge declines principally as a function of usage, time and charging patterns as well as other factors.
Added
If any of these risks actually occurs, the trading price of our common stock could decline and you might lose all or part of your investment.
Removed
We identified material weaknesses in our internal control over financial reporting.
Added
Our business, operating results, financial performance, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. 14 Summary of Risk Factors Risks Related to the Company’s Business, Operations, and Industry ● We may not meet our growing production and delivery plans, which could harm our business. ● We rely heavily on a few key vendors in China for vehicle components. ● Trade tensions, especially between the U.S. and China, may negatively impact our operations. ● We depend on third parties for quality control on China-sourced parts. ● Our ability to produce vehicles at scale and with consistent quality is unproven. ● Supply chain changes may increase costs and hurt our financial performance. ● Rising material costs or shortages, including from global conflicts, could disrupt production. ● Our vehicles may not meet customer expectations. ● Growth depends on consumer adoption of electric vehicles (EVs). ● We operate in a complex and evolving regulatory environment. ● We may struggle to control operational costs effectively. ● Weak brand recognition may impact customer acceptance and sales. ● Our limited operating history makes it hard to predict future performance. ● There is substantial doubt about our ability to continue as a going concern. ● Material weaknesses exist in our internal controls over financial reporting. ● We face intense competition in a young and fast-evolving market. ● Product liability claims could significantly harm our financial position. ● We rely on key executives; their loss could impact operations. ● Our management lacks experience running a public company. ● We may face costly and time-consuming intellectual property disputes. ● Inadequate protection of IP could lead to litigation and brand damage. ● Cybersecurity threats could compromise our systems and data. ● We may fail to develop new products or improve existing ones to meet demand. ● Limited experience with vehicle servicing may harm customer satisfaction. ● Warranty claims or recalls could have a major financial impact. ● Aftermarket modifications may impair vehicle performance and harm our reputation. 15 Risks Related to Our Securities ● A stable and active market for our stock may not develop or be maintained. ● Stock price may be highly volatile and unpredictable. ● Directors and officers hold significant control, limiting shareholder influence. ● Public company status increases compliance costs. ● Lack of analyst coverage or negative analyst opinions may reduce stock value. ● “Emerging growth company” status may deter investors due to reduced disclosures. ● As a “smaller reporting company,” we may provide less public information. ● Future issuance of preferred stock could deter takeovers and affect stock value. ● We do not expect to pay cash dividends in the near future. ● Future stock sales may dilute ownership and lower the stock price. ● Directors and executive officers’ 18.7% control may block beneficial actions for shareholders. ● Delaware laws and corporate bylaws may hinder mergers or takeovers. ● Public company compliance diverts management focus from core operations. ● We may fail to meet Nasdaq listing requirements. ● FINRA rules may restrict buying/selling of our stock. ● Warrant holders have no stockholder rights until conversion. ● Lack of analyst reports or negative changes in coverage could harm our stock. 16 Risks Related to the Company’s Business, Operations, and Industry We may be unable to meet our growing production plans and delivery plans, any of which could harm our business and prospects.
Removed
Risks Related to Our Common Stock An active, liquid and orderly trading market for our common stock may not develop or be maintained, and our stock price may be volatile.
Added
In order to meet the demand of our products in domestic and overseas markets, we plan to open more stores overseas while focusing on developing more wholesale domestic customers. Our plans call for achieving and sustaining increases in vehicles production and deliveries.
Removed
Our management will have broad discretion in application of the net proceeds of the IPO and may not use these proceeds effectively. Our management will have considerable discretion in the application of the net proceeds of the IPO.
Added
Our ability to achieve these plans will depend upon a number of factors, including our suppliers’ ability to support our needs and our ability to utilize our current assembling capacity, achieve the planned production yield and further increase capacity as planned while maintaining our desired quality levels and optimize design and production changes.
Removed
As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the net proceeds of the IPO. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders.
Added
If we are unable to realize our plans, our brand, business, prospects, financial condition and operating results could be materially damaged.
Removed
In addition, pending their use, we may invest the net proceeds from the IPO in a manner that does not produce income or that loses value. A portion of the compensation to our senior executive officers may not be deductible, which may increase our taxes.
Added
We are dependent on a limited number of principal vendors in China for a significant portion of our vehicle components, and the inability of these vendors to deliver necessary components of our products according to our schedule and at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components, could have a material adverse effect on our financial condition and operating results.
Removed
Section 162(m) of the Internal Revenue Code limits the deduction that public companies may take for annual compensation paid to its chief executive officer, chief financial officer and the three other most highly compensated officers, who are referred to as “covered employees.” All compensation in excess of $1.0 million paid to a covered employee, including post termination compensation and death benefits, may be nondeductible for federal income tax purposes.
Added
We source a significant portion of our vehicle components from China and then assemble these parts into our products in the United States. We rely on a limited number of principal vendors who help us source and supply parts used in our vehicles from various suppliers in China. We currently do not maintain long-term contracts with our suppliers and vendors.
Removed
In the event that the compensation we pay to any covered employee exceeds $1.0 million, such excess may not be deductible which, if our operations are profitable, could increase our income taxes and reduce our net income, which could negatively affect the price of our stock. 22 As an emerging growth company, we are exempt from the requirements under the Sarbanes-Oxley Act that a public accounting firm attest as to internal controls, and we lack the financial controls and safeguards required of public companies.
Added
While we believe our contract management processes are strong, we nevertheless could experience difficulties.
Removed
We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls.
Added
If our principal vendors decide to terminate their partnership with us, experience sourcing failures, or otherwise become unable to provide us with the necessary components in sufficient quantities, in a timely manner, and on acceptable terms, we may have to delay the production and sale of our products or find an alternative vendor.
Removed
We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. We may not meet continued listing standards on the Nasdaq Capital Market.
Added
Any significant unanticipated demand would require us to procure additional components in a short amount of time.
Removed
The Nasdaq Capital Market requires companies to fulfill specific requirements in order for their shares to continue to be listed.
Added
While we believe that we will be able to secure additional or alternate sources of supply for most of our components in a relatively short time frame, there is no assurance that we will be able to do so or develop our own replacements for certain highly customized components of our products.
Removed
In order to qualify for continued listing on the Nasdaq Capital Market, we must meet certain criteria, including the following: ● Our stockholders’ equity must be at least $2,500,000; or the market value of our listed securities must be at least $35,000,000; or our net income from continuing operations in our last fiscal year (or two of the last three fiscal years) must have been at least $500,000; ● The market value of our publicly held shares must be at least $1,000,000; ● The minimum bid price for our shares must be at least $1.00 per share; ● We must have at least 300 stockholders; ● We must have at least 500,000 publicly held shares; ● We must have at least 2 market makers; and ● We must have adopted Nasdaq-mandated corporate governance measures, including a board of directors comprised of a majority of independent directors, an Audit Committee comprised solely of independent directors and the adoption of a code of ethics among other items.
Added
The U.S. government has implemented policies restricting international trade and investment, such as tariffs, export controls, economic or trade sanctions, and foreign investment filing and approval requirements. These actions may materially and adversely affect international trade, global financial markets, and the stability of the global economic condition.
Removed
If our shares are delisted from the Nasdaq Capital Market at some later date, our stockholders could find it difficult to sell our shares.
Added
In the past, the U.S. government has imposed higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices. China has responded by imposing higher tariffs on certain products imported from the United States.
Removed
In addition, if our common stock is delisted from the Nasdaq Capital Market at some later date, we may apply to have our common stock quoted on the Bulletin Board or in the “pink sheets” maintained by the National Quotation Bureau, Inc.
Added
In particular, in April 2025 the United States announced an across-the-board 10% tariff on all countries and individualized higher tariffs on certain countries, including China. A great deal of uncertainty surrounds the state of tariffs and other trade measures worldwide.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe collaborate with third-party vendors who comply with various industry standards such as SOC. 27 We intend to engage a third-party service provider to monitor our network and provide prevention, detection, correlation, investigation, and response to any security incidents, promptly notifying management of any potential issues.
Biggest changeWe collaborate with third-party vendors who comply with various industry standards such as SOC. We intend to engage a third-party service provider to monitor our network and provide prevention, detection, correlation, investigation, and response to any security incidents, promptly notifying management of any potential issues.
To safeguard data confidentiality, integrity, and accessibility, we have established processes for assessing, identifying, and managing cybersecurity risks. We plan to create a technology officer role with specialized security expertise to oversee information security ("IT") and implement comprehensive risk management procedures.
To safeguard data confidentiality, integrity, and accessibility, we have established processes for assessing, identifying, and managing cybersecurity risks. We plan to create a technology officer role with specialized security expertise to oversee information security (“IT”) and implement comprehensive risk management procedures.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate and executive offices are located in a leased facility in 136-40 39 th Avenue, Flushing, NY 11354, where we lease approximately 2,500 square feet of under a lease that is due to expire on October 31, 2024 at a current annual rent of approximately $0.3 million .
Biggest changeItem 2. Properties Our corporate and executive offices that we own are located in 136-40 39 th Avenue, Suite 202, Flushing, NY 11354, encumbered by debt. In addition, we lease a warehouse in Maspeth, New York, where we assemble all of our vehicles.
For the year ended March 31, 2024 and 2023, we paid an aggregate of $2.4 million and $1.7 million, respectively, for the spaces used for retail stores.
For the year ended March 31, 2025 and 2024, we paid an aggregate of $2.9 million and $2.4 million, respectively, for the spaces used for retail stores.
In addition, we lease a warehouse in Maspeth, New York, where we assemble all of our vehicles. The warehouse, which is approximately 52,264 square feet, is under one lease that is due to expire on April 30, 2029, at a current annual rent of approximately $1.2 million .
The warehouse, which is approximately 52,264 square feet, is under one lease that is due to expire on April 30, 2029, at a current annual rent of approximately $1.2 million.
Removed
AOFL LLC, a wholly owned subsidiary of the Company, entered into a purchase agreement to purchase a property to be used as an office, located at 136-40 39 th Avenue, Flushing, New York, for a total purchase price of approximately $3.6 million. The closing is expected to occur in the third quarter of 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe are not currently a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.
Biggest changeWe are not currently a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations. Item 4. Mine Safety Disclosures Not applicable. 32 Part II
Item 3. Legal Proceedings We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. As a provider of consumer products, we are, from time to time, subject to civil litigation regarding those products, including in publicly-available court filings.
Item 3. Legal Proceedings We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. As a provider of consumer products, we are, from time to time, subject to civil litigation regarding those products and intellectual property rights of third parties, including in publicly-available court filings.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock commenced trading on the Nasdaq Capital Market on June 6, 2024 under the symbol FLYE. Stockholders As of June 27, 2024, we had 12 stockholders of record.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock commenced trading on the Nasdaq Capital Market on June 6, 2024 under the symbol “FLYE”. Stockholders As of July 15, 2025, we had 26 stockholders of record.
Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments, provisions of applicable law and other factors the board deems relevant.
Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments, provisions of applicable law and other factors the board deems relevant. Item 6. [Reserved]
Removed
Use of Proceeds from Our Initial Public Offering On June 7, 2024, we closed our IPO of 2,250,000 shares of our common stock at the price of $4.00 per share, resulting in net proceeds to us of $7.9 million after deducting underwriting discounts and commissions and offering expenses.
Removed
On June 25, 2024, we sold an additional 337,500 shares of common stock to the underwriters of our IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option.
Removed
All of the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No. 333-276830), which was declared effective by the Securities and Exchange Commission on May 14, 2024. The Benchmark Company, LLC acted as representative of the underwriters.
Removed
We paid the underwriters in aggregate approximately $0.7 million in underwriting commissions and incurred offering expenses of approximately $0.3 million. No payments for such expenses were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities, or to our affiliates.
Removed
There has been no material change in the planned use of proceeds from our IPO from those disclosed in the Final Prospectus. No proceeds were used for the year ended March 31, 2024.
Removed
As of June 27, 2024, we used approximately $4.2 million, $0.2 million, and $1.1 million for purchase of inventory and production costs, software development, and working capital, respectively. The balance is being held in short-term interest-bearing deposits and securities. Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

71 edited+29 added−40 removed26 unchanged
Biggest changeResults of Operations for the Years Ended March 31, 2024 and 2023 The following table sets forth the components of our results of operations for the years ended March 31, 2024 and 2023: For the Year Ended March 31, 2024 2023 Change Percentage Change Revenues, Net $ 32,205,666 $ 21,774,937 $ 10,430,729 47.9 % Cost of Revenues 19,099,120 13,485,405 5,613,715 41.6 % Gross Profit 13,106,546 8,289,532 4,817,014 58.1 % Operating Expenses Selling Expenses 5,914,786 3,667,227 2,247,559 61.3 % General and Administrative Expenses 3,931,203 2,309,927 1,621,276 70.2 % Total Operating Expenses 9,845,989 5,977,154 3,868,835 64.7 % Income from Operations 3,260,557 2,312,378 948,179 41.0 % Other Expenses, Net (30,352 ) (11,524 ) (18,828 ) 163.4 % Interest Expenses, Net (152,050 ) (100,387 ) (51,663 ) 51.5 % Provision for Income Taxes (1,182,933 ) (821,896 ) (361,037 ) 43.9 % Net Income $ 1,895,222 $ 1,378,571 $ 516,651 37.5 % 34 Revenues For the Year Ended March 31, 2024 2023 Change Percentage Change Sales-Retail $ 26,389,720 $ 18,844,921 $ 7,544,799 40.0 % Sales-Wholesale $ 5,815,946 $ 2,930,016 $ 2,885,930 98.5 % Total Net Revenues $ 32,205,666 $ 21,774,937 $ 10,430,729 47.9 % Our net revenues were $32.2 million for the year ended March 31, 2024, an increase of $10.4 million, or 47.9%, from $21.8 million for the year ended March 31, 2023.
Biggest changeResults of Operations for the Years Ended March 31, 2025 and 2024 The following table sets forth the components of our results of operations for the years ended March 31, 2025 and 2024: For the Year Ended March 31, 2025 2024 Change Percentage Change Revenues, Net $ 25,427,163 $ 32,205,666 $ (6,778,503 ) (21.0 )% Cost of Revenues 14,976,266 19,099,120 (4,122,854 ) (21.6 )% Gross Profit 10,450,897 13,106,546 (2,655,649 ) (20.3 )% Operating Expenses Selling Expenses 7,403,374 5,914,786 1,488,588 25.2 % General and Administrative Expenses 7,607,489 3,931,203 3,676,286 93.5 % Total Operating Expenses 15,010,863 9,845,989 5,164,874 52.5 % (Loss) Income from Operations (4,559,966 ) 3,260,557 (7,820,523 ) (239.9 )% Other Income (Expenses), Net 10,588 (30,352 ) 40,940 (134.9 )% Interest Expenses, Net (405,615 ) (152,050 ) (253,565 ) 166.8 % Income Taxes Expense (336,166 ) (1,182,933 ) 846,767 (71.6 )% Net (Loss) Income $ (5,291,159 ) $ 1,895,222 $ (7,186,381 ) (379.2 )% Revenues For the Year Ended March 31, 2025 2024 Change Percentage Change Sales-Retail $ 21,725,817 $ 26,389,720 $ (4,663,903 ) (17.7 )% Sales-Wholesale $ 3,529,479 $ 5,815,946 $ (2,286,467 ) (39.3 )% Sales-Rental services 171,867 — 171,867 100.0 % Total Net Revenues $ 25,427,163 $ 32,205,666 $ (6,778,503 ) (21.0 )% Our net revenues were $25.4 million for the year ended March 31, 2025, a decrease of 21.0%, from $32.2 million for the year ended March 31, 2024.
While our business is influenced by these general factors, our results of operations are more directly affected by company specific factors, including the following major factors: New Customers Our growth will depend on our ability to achieve sales targets, including our ability to attract new customers, which in turn depends in part on our ability to execute on our retail strategy and produce effective marketing initiatives to expand our brand perception with prospective customers.
While our business is influenced by these general factors, our results of operations are more directly affected by company specific factors, including the following major factors: New Customers Our growth will depend on our ability to achieve sales targets, including our ability to attract new customers, which in turn depends in part on our ability to execute our retail strategy and produce effective marketing initiatives to expand our brand perception with prospective customers.
The gross proceeds of the offering were $9.0 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by us. Net proceeds received by us from IPO were approximately $7.9 million.
The gross proceeds of the IPO were $9.0 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by us. Net proceeds received by us from IPO were approximately $7.9 million.
Financing Activities Net cash used in financing activities was $0.05 million for the year ended March 31, 2024, which consisted of deferred IPO cost of $0.2 million, repayments of loan payables of $0.6 million, repayments to related parties on other payables of $0.3 million and payments of related party loan of $0.2 million, offset by borrowings from loan payable of $1.1 million and capital contributions from stockholders of $0.1 million.
Net cash used in financing activities was $0.05 million for the year ended March 31, 2024, which consisted of deferred IPO cost of $0.2 million, repayments of loan payables of $0.6 million, repayments to former related parties on other payables of $0.3 million and payments of former related party loan of $0.2 million, offset by borrowings from loan payable of $1.1 million and capital contributions from stockholders of $0.1 million.
Market Trends and Competition We operate in a rapidly growing EV market with a special focus on E-motorcycles, E-bikes and E-scooters. However, increased competition may pressure prices and margins, reducing sales volume, revenues, and sales margin for us. Additionally, marketing and advertising costs may rise as we differentiate ourselves and maintain our market position.
Market Trends, Competition and Tariff We operate in a rapidly growing EV market with a special focus on E-motorcycles, E-bikes and E-scooters. However, increased competition may pressure prices and margins, reducing sales volume, revenues, and sales margin for us. Additionally, marketing and advertising costs may rise as we differentiate ourselves and maintain our market position.
The key measures that we use to evaluate the performance of our business are set forth below. Net Sales We generate revenue from sales of our EVs, their accessories and spare parts, and provision of repair services at our retail stores. Our net sales comprise gross sales net of discounts and return allowances.
The key measures that we use to evaluate the performance of our business are set forth below. 35 Net Sales We generate revenue from sales of our EVs, their accessories and spare parts, and provision of repair services at our retail stores. Our net sales comprise gross sales net of discounts and return allowances.
In addition, as our business and operation expand in European and other overseas markets in the future, we may be exposed to increased foreign exchange risks for other currencies. 38 Interest Rate Risk Our exposure to interest rate risk primarily relates to the interest expenses on our short-term and long-term bank borrowings.
In addition, as our business and operation expand in European and other overseas markets in the future, we may be exposed to increased foreign exchange risks for other currencies. Interest Rate Risk Our exposure to interest rate risk primarily relates to the interest expenses on our short-term and long-term bank borrowings.
Moreover, our ability to increase the sales price and volume will depend on our ability to continually enhance our brand to attract customers, as well as our ability to successfully operate our retail stores and expand our sales network both domestically and globally.
Our ability to increase the sales price and volume will depend on our ability to continually enhance our brand to attract customers, as well as our ability to successfully operate our retail stores and expand our sales network both domestically and globally.
On June 25, 2024, we sold an additional 337,500 shares of common stock to the underwriters of our IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option and received net proceeds of $1.2 million.
On June 25, 2024, we sold an additional 67,500 shares of common stock to the underwriters of our IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option and received net proceeds of $1.2 million.
Our ability to repay our current obligation will depend on the future realization of our current assets. Management has considered the historical experience, the economy, trends in the retail industry, the expected collectability of the accounts receivable and the realization of the inventories as of March 31, 2024.
Our ability to repay our current obligation will depend on the future realization of our current assets. Management has considered the historical experience, the economy, trends in the retail industry, the expected collectability of the accounts receivable and the realization of the inventories as of March 31, 2025.
Key Factors that Affect Operating Results Our results of operations and financial condition are affected by the general factors driving the U.S.’s electric two-wheeled vehicles industry, including, among others, the U.S.’s overall economic growth, the increase in per capita disposable income, the expansion of urbanization, the growth in consumer spending and consumption upgrades, the competitive environment, governmental policies and initiatives towards electric two-wheeled vehicles, as well as the general factors affecting the electric two-wheeled vehicles industry in overseas markets.
Business — Recent Developments .” Key Factors that Affect Operating Results Our results of operations and financial condition are affected by the general factors driving the U.S.’s electric two-wheeled vehicles industry, including, among others, the U.S.’s overall economic growth, the increase in per capita disposable income, the expansion of urbanization, the growth in consumer spending and consumption upgrades, the competitive environment, governmental policies and initiatives towards electric two-wheeled vehicles, as well as the general factors affecting the electric two-wheeled vehicles industry in overseas markets.
We use EBITDA (earnings before interest, taxes, depreciation, and amortization) to evaluate our operating performance. We believe EBITDA provides additional insight into our underlying, ongoing operating performance and facilitates year-to-year comparisons by excluding the earnings impact of interest, tax, depreciation and amortization and that presenting EBITDA is more representative of our operational performance and may be more useful for investors.
We believe EBITDA provides additional insight into our underlying, ongoing operating performance and facilitates year-to-year comparisons by excluding the earnings impact of interest, tax, depreciation and amortization and that presenting EBITDA is more representative of our operational performance and may be more useful for investors.
Our ability to continue to fund working capital and other capital requirements may be affected by general economic, competitive and other factors, many of which are outside of our control. On June 7, 2024, we sold 2,250,000 shares of common stock, at a price of $4.00 per share in our IPO.
Our ability to continue to fund working capital and other capital requirements may be affected by general economic, competitive and other factors, many of which are outside of our control. On June 7, 2024, we sold 450,000 shares of common stock, at a price of $20.00 per share in our IPO.
Payroll expenses increased to $1.1 million for the year ended March 31, 2024 from $0.5 million for the year ended March 31, 2023 primarily due to additional employees hired in operation and accounting departments.
Payroll expenses increased to $1.5 million for the year ended March 31, 2025 from $1.1 million for the year ended March 31, 2024 primarily due to additional employees hired in operation and accounting departments.
Our short-term and long-term bank borrowing bears interests at fixed rates. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest expenses may exceed expectations due to changes in market interest rates.
Our short-term and long-term bank borrowings bear interests at fixed rates. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest expenses may exceed expectations due to changes in market interest rates.
Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving merchandise and obsolescence, which is dependent upon factors such as inventory aging, historical and forecasted consumer demand, and market conditions that impact pricing. As of March 31, 2024 and 2023, we recorded inventory allowance balance of $514,021 and $431,363, respectively.
Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving merchandise and obsolescence, which is dependent upon factors such as inventory aging, historical and forecasted consumer demand, and market conditions that impact pricing. As of March 31, 2025 and 2024, we recorded inventory allowance balance of $1,107,569 and $514,021, respectively.
Critical Accounting Estimates An accounting estimate is considered critical if it requires to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.
Critical Accounting Estimates An accounting estimate is considered critical if it requires to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. 42 We prepare our consolidated financial statements in conformity with U.S.
If our prices remain stable, increasing sales volume would become important for continued revenue growth, and failure to do so would significantly impact our ability to grow revenue or improve our financial results. Employees Our payroll expenses were $2.9 million for the fiscal year 2024, compared to $1.9 million for the fiscal year 2023.
If our prices remain stable, increasing sales volume would become important for continued revenue growth, and failure to do so would significantly impact our ability to grow revenue or improve our financial results. 34 Employees Our payroll expenses were $4.7 million for the year ended March 31, 2025, compared to $2.9 million for the year ended March 31, 2024.
Professional fees increased to $1.0 million for the year ended March 31, 2024, compared to $0.7 million for the year ended March 31, 2023, primarily attributable to the increase in audit fee, consulting fee, and legal expenses associated with our initial public offering.
Professional fees increased to $2.0 million for the year ended March 31, 2025, compared to $1.0 million for the year ended March 31, 2024, primarily attributable to the increase in audit fee, consulting fee, legal fee and IR expenses associated with our initial public offering and ongoing reporting obligations.
Net cash provided by operating activities for the year ended March 31, 2023 was $1.8 million, which was mainly comprised of net income of $1.4 million, deferred income tax expenses of $0.4 million, amortization of right-of-use assets of $1.9 million, inventories reserve of $0.2 million, and a decrease in inventories of $0.6 million, offset by an increase in account receivable of $0.5 million, an increase in prepayments of $0.6 million and a decrease in operating lease liabilities of $1.7 million.
Net cash provided by operating activities for the year ended March 31, 2024 was $4.3 million, which was mainly comprised of net income of $1.9 million, amortization of right-of-use assets of $2.3 million and inventories reserve of $0.5 million, an increase in account payable of $2.5 million, an increase in tax payable of $0.6 million, and an increase of accrued expenses and other payables of $0.3 million, offset by an increase in inventories of $2.0 million, and a decrease in operating lease liabilities of $1.9 million.
We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances.
GAAP, which requires us to make estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances.
In addition, we intend to provide superior customer experience through our trained technicians who will provide after-sale maintenance and repair services at our retail stores. An inability to attract new customers would substantially impact our ability to grow revenue or improve our financial results.
We believe that effective marketing can boost our brand awareness and contribute to increased sales. In addition, we intend to provide superior customer experience through our trained technicians who will provide after-sale maintenance and repair services at our retail stores. An inability to attract new customers would substantially impact our ability to grow revenue or improve our financial results.
Total payroll expenses were $1.6 million for the year ended March 31, 2024, compared to $1.4 million for the year ended March 31, 2023. Rent expenses were $2.4 million for the year ended March 31, 2024, compared to $1.7 million for the year ended March 31, 2023.
Total payroll expenses were $3.3 million for the year ended March 31, 2025, compared to $1.6 million for the year ended March 31, 2024. Rent was $2.9 million for the year ended March 31, 2025, compared to $2.4 million for the year ended March 31, 2024.
Investing Activities Net cash used in investing activities was $3.2 million for the year ended March 31, 2024, which was due to purchase of software from a related party of $1.3 million, the purchase of equipment of $1.3 million, advance to related parties of $0.3 million, a prepayment for purchase of property of $0.5 million and the purchase of property rights of $0.03 million, offset by repayment from related parties of $0.1 million.
Investing Activities Net cash used in investing activities was $2.9 million for the year ended March 31, 2025, which was due to purchase of properties and equipment of $1.6 million, purchase of GO FLY App and computer hardware and software from a related party of $1.4 million, and the advance to a related party of $0.5 million, and partially offset by the repayment from a related party of $0.7 million. 41 Net cash used in investing activities was $3.2 million for the year ended March 31, 2024, which was due to purchase of software from a related party of $1.3 million, the purchase of equipment of $1.3 million, advance to related parties of $0.3 million, a prepayment for purchase of property of $0.5 million and the purchase of property rights of $0.03 million, offset by repayment from related parties of $0.1 million.
Fly E-Bike was established in 2018 with its first store opened in New York. Our business has grown rapidly since then and we are now one of the leading providers of E-bikes for food delivery workers in New York City. As of June 27, 2024, we have 40 stores, including 39 stores in the U.S and one store in Canada.
Fly E-Bike was established in 2018 with its first store opened in New York. Our business has grown rapidly since then and we are now one of the leading providers of E-bikes for food delivery workers in New York City.
The ratio of EBITDA to revenue was 10.9% and 11.2% for the year ended March 31, 2024 and 2023, respectively. 36 Liquidity and Capital Resources As of March 31, 2024, we had cash of $1.4 million. We had working capital of $0.34 million and $0.59 million as of March 31, 2024 and 2023, respectively.
The ratio of EBITDA to revenue was negative 15.2% and 10.9% for the year ended March 31, 2025 and 2024, respectively. 39 Liquidity and Capital Resources As of March 31, 2025, we had cash of $0.8 million. We had working capital of $1.3 million and $0.3 million as of March 31, 2025 and 2024, respectively.
In addition, we offer Fly E-Bike branded accessories and general merchandise, such as decorative car plates, key chains and apparel. Service revenues. We also provide repair services at our retail stores for a fee. Cost of Sales Cost of sales includes product costs, warehouse rent expenses, payroll costs, depreciation costs, inventory reserves, warranty costs, and logistic costs.
In addition, we offer Fly E-Bike branded accessories and general merchandise, such as decorative car plates, key chains and apparel. Service revenues. We also provide repair services at our retail stores for a fee.
We plan to expand our presence in the United States and extend our business into South America and Europe in the future. 29 We have a diversified product portfolio that is designed to satisfy the various demands of our customers and address different urban travel scenarios.
In addition, we plan to open a second online store focusing on selling gas bikes in the future. We plan extend our business into South America and Europe in the future. We have a diversified product portfolio that is designed to satisfy the various demands of our customers and address different urban travel scenarios.
GAAP”), management periodically uses certain “non-GAAP financial measures,” as such term is defined under the rules of the SEC, to clarify and enhance understanding of past performance and prospects for the future.
Non-GAAP Financial Measures To supplement our financial information presented in accordance with the generally accepted accounting principles in the United States (the “U.S. GAAP”), management periodically uses certain “non-GAAP financial measures,” as such term is defined under the rules of the SEC, to clarify and enhance understanding of past performance and prospects for the future.
We source a significant portion of our vehicle components from China and the United States, and then assemble them into our vehicles in a facility located in Brooklyn, New York. For the year ended March 31, 2023, we produced 2,039 E-motorcycles, 5,953 E-bikes and 2,279 E-scooters at this facility.
We source a significant portion of our vehicle components from China and the United States, and then assemble them into our vehicles in a facility located in Maspeth, New York. For the year ended March 31, 2025, we produced 4,595 E-motorcycles, 5,974 E-bikes and 1,557 E-scooters at the same facility. Recent Developments See “ Item 1.
We expect that our general and administrative will increase in the foreseeable future, as we hire additional personnel and incur additional expenses related to the anticipated growth of our business and our operation as a public company after the completion of our initial public offering. 33 Non-GAAP Financial Measures To supplement our financial information presented in accordance with the generally accepted accounting principles in the United States (the “U.S.
We expect that our general and administrative will increase in the foreseeable future, as we hire additional personnel and incur additional expenses related to the anticipated growth of our business and our operation as a public company after the completion of our initial public offering.
We also benefit from environmental regulations in our target markets which include economic incentives to purchasers of EVs and tax credits for EV manufacturers.
These requirements create additional costs and possible production delay in connection with the testing and manufacturing of our products. We also benefit from environmental regulations in our target markets which include economic incentives to purchasers of EVs and tax credits for EV manufacturers.
As such, while we expect environmental regulations to provide a tailwind to our growth, it is possible for other regulations to result in margin pressures. 32 How to Assess Our Performance In assessing performance, management considers a variety of performance and financial measures, including principal growth in net sales, gross profit, gross margin, selling, general and administrative expenses and EBITDA.
How to Assess Our Performance In assessing performance, management considers a variety of performance and financial measures, including principal growth in net sales, gross profit, gross margin, selling, general and administrative expenses and EBITDA.
We currently have a streamlined product portfolio consisting of three categories, with multiple models and specifications for each category.
These improvements were driven by product upgrades and enhanced sales channels in the market. We currently have a streamlined product portfolio consisting of three categories, with multiple models and specifications for each category.
Gross Margin The following table shows our gross profit and gross margin for the years ended March 31, 2024 and 2023: For the Year Ended March 31, 2024 2023 Change Percentage Change Gross Profit $ 13,106,546 8,289,532 4,817,014 58.1 % Gross Margin 40.7 % 38.1 % Gross profit was $13.1 million and $8.3 million for the year ended March 31, 2024 and 2023, respectively.
Gross Margin The following table shows our gross profit and gross margin for the years ended March 31, 2025 and 2024: For the Year Ended March 31, 2025 2024 Change Percentage Change Gross Profit $ 10,450,897 13,106,546 (2,655,649 ) (20.3 )% Gross Margin 41.1 % 40.7 % Gross profit for the years ended March 31, 2025 and 2024 was $10.5 million and $13.1 million, respectively.
Any non-GAAP measure provided should be viewed in addition to, and not as an alternative to, the most directly comparable measure determined in accordance with U.S. GAAP. Further, the calculation of these non-GAAP financial measures may differ from the calculation of similarly titled financial measures presented by other companies and therefore may not be comparable among companies.
Any non-GAAP measure provided should be viewed in addition to, and not as an alternative to, the most directly comparable measure determined in accordance with U.S. GAAP.
For the year ended March 31, 2024 and 2023, the interest expenses on our outstanding loans amounted to $152,050 and $100,387, respectively. See Note 8 to the Consolidated Financial Statements included within this annual report for further information on details of our outstanding loans.
See Note 8 to the Consolidated Financial Statements included within this annual report for further information on details of our outstanding loans.
Vendor and Supply Management During the year ended March 31, 2024, we worked with three principal vendors, Depcl Corp.(previously known as Fly Wing E-Bike Inc.), Xiamen Innolabs Technology Co., Ltd. and Anhui Ineo International Trading Co., Ltd., each of which respectively supplied approximately 36.4%, 21.5% and 13.0% of the accessories and components used in all our products for the year ended March 31, 2024.
Vendor and Supply Management During the year ended March 31, 2025, we worked with two principal vendors, Xiamen Innolabs Technology Co., Ltd and Depcl Corp., each of which respectively supplied approximately 41.9% and 32.3% of the accessories and components used in all our products for the year ended March 31, 2025.
Total Operating Expenses The following table sets forth the components of our total operating expenses for the years ended March 31, 2024 and 2023: For the Year Ended March 31, 2024 2023 Change Percentage Change Selling Expenses $ 5,914,786 3,667,227 2,247,559 61.3 % General and Administrative Expenses 3,931,203 2,309,927 1,621,276 70.2 % Total Operating Expenses $ 9,845,989 5,977,154 3,868,835 64.7 % Percentage of Revenue 30.6 % 27.4 % Total operating expenses were $9.8 million for the year ended March 31, 2024, an increase of $3.8 million, or 64.7%, compared to $6.0 million for the year ended March 31, 2023.
Total Operating Expenses The following table sets forth the components of our total operating expenses for the years ended March 31, 2025 and 2024: For the Year Ended March 31, 2025 2024 Change Percentage Change Selling Expenses $ 7,403,374 5,914,786 1,488,588 25.2 % General and Administrative Expenses 7,607,489 3,931,203 3,676,286 93.5 % Total Operating Expenses $ 15,010,863 9,845,989 5,164,874 52.5 % Percentage of Revenue 59.0 % 30.6 % Total operating expenses were $15.0 million for the year ended March 31, 2025, an increase of $5.2 million, or 52.5%, compared to $9.8 million for the year ended March 31, 2024.
The following table summarizes our cash flow data for the years ended March 31, 2024 and 2023: For the Year Ended March 31, 2024 2023 Net Cash Provided by Operating Activities $ 4,308,920 $ 1,757,139 Net Cash Used in Investing Activities (3,200,843 ) (442,915 ) Net Cash Used in Financing Activities (49,628 ) (1,350,364 ) Net Change in Cash $ 1,058,449 $ (36,140 ) 37 Operating Activities Net cash provided by operating activities for the year ended March 31, 2024 was $4.3 million, which was mainly comprised of net income of $1.9 million, amortization of right-of-use assets of $2.3 million and inventories reserve of $0.5 million, an increase in account payable of $2.5 million, an increase in tax payable of $0.6 million, and an increase of accrued expenses and other payables of $0.3 million, offset by an increase in inventories of $2.0 million, and a decrease in operating lease liabilities of $1.9 million.
The following table summarizes our cash flow data for the years ended March 31, 2025 and 2024: For the Year Ended March 31, 2025 2024 Net Cash (Used in) Provided by Operating Activities $ (10,059,466 ) $ 4,308,920 Net Cash Used in Investing Activities (2,901,272 ) (3,200,843 ) Net Cash Provided by (Used in) Financing Activities 12,486,104 (49,628 ) Net changes in cash including cash classified within current assets held for sale $ (474,634 ) $ 1,058,449 Operating Activities Net cash used in operating activities for the year ended March 31, 2025 was $10.1 million, which was due to net loss of $5.3 million, a decrease in tax payable of $1.5 million, an increase in inventories of $2.7 million, a decrease in operating lease liabilities of $4.8 million, and an increase in prepayments and other receivables of $2.7 million, partially offset by amortization of right-of-use assets of $5.1 million, an increase in accrued expenses and other payables of $0.5 million, and a decrease in accounts receivables-related parties of $0.2 million.
Net Income Net income was $1.9 million for the year ended March 31, 2024, an increase of $0.5 million, or 37.5%, from $1.4 million for the year ended March 31, 2023, which was mainly attributable to the reasons discussed above.
This change was due to our pre-tax loss for the year ended March 31, 2025. Net Income (Loss) Net loss was $5.3 million for the year ended March 31, 2025, a change of $7.2 million, or 379.2%, from net income of $1.9 million for the year ended March 31, 2024, which was mainly attributable to the reasons discussed above.
We had net income of $1.9 million and $1.4 million for the year ended March 31, 2024 and 2023, respectively. We had funded our working capital and other capital requirements in the past primarily by equity contributions from our stockholders, cash flow from operations, and bank loans.
As of March 31, 2025, the Company had a current portion of contractual obligation of approximately $8.9 million. We have funded our working capital and other capital requirements in the past primarily by equity contributions from our stockholders and net proceeds received from IPO and equity financing, cash flow from operations, and bank loans.
Product Sales Price and Volume For the year ended March 31, 2024, our net revenues increased by 47.9% to $32.2 million, compared to $21.8 million for the same period in 2023, which was primarily driven by increased product sales volume and higher average sales price.
Product Sales Price and Volume For the year ended March 31, 2025, our net revenues decreased by 21.0% to $25.4 million, compared to $32.2 million for the same period in 2024, which was primarily driven by a decrease in total units sold, which dropped by 10,846 units, from 69,611 units for the year ended March 31, 2024, to 58,765 units for the year ended March 31, 2025.
In December 2023, the Company engaged DF Technology US Inc (“DFT”) for certain technology services, for example enterprise resource planning system (“ERP system”). As of March 31, 2024, the Company paid $1,279,000 to DFT as prepayment for software development.
In December 2023, the Company engaged DF Technology US Inc (“DFT”) for certain technology services, for the development of the enterprise resource planning system (“ERP system”), and in July 2024, the Company engaged DFT to develop a mobile phone application for its renal services, the GO FLY APP.
Net cash used in financing activities was $1.4 million for the year ended March 31, 2023, which consisted of repayments to related parties and loan payable of $2.8 million, deferred IPO cost of $0.1 million, offset by borrowings from loan payable of $1.5 million.
Financing Activities Net cash provided by financing activities was $12.5 million for the year ended March 31, 2025, which consisted of net proceeds from the IPO of $9.2 million, and loan proceeds of $7.4 million, partially offset by repayments of loans of $3.7 million and payment of IPO costs of $0.3 million.
With respect to branding and marketing, we plan to raise brand awareness through both traditional and social media channels and connect with customers through physical touchpoints such as our retail stores and distributors. We believe that effective marketing can boost our brand awareness and contribute to increased sales.
It is critical for us to successfully manage production ramp-up and quality control to deliver to customers in adequate volume and quality. With respect to branding and marketing, we plan to raise brand awareness through both traditional and social media channels and connect with customers through physical touchpoints such as our retail stores and distributors.
The increase in operating expenses was attributable to the increase in our payroll expenses, rent expenses, meals and entertainment expenses, professional fees, and development expenses as we expanded our business. 35 Selling Expenses Selling expenses primarily consist of payroll expenses, rent and utilities expenses of retail stores and other sales and marketing expenses.
The increase in operating expenses was attributable to the increase in our payroll expenses, rent, professional fees, product and software development expenses and settlement payments, as more fully discussed below. 38 Selling Expenses Selling expenses primarily consist of payroll expenses, rent, and advertising expenses of retail stores.
Additionally, we aim to refresh our product offerings continuously to align with evolving market trends. As of June 27, 2024, we offered 21 E-motorcycle products, 21 E-bike products and 34 E-scooter products. We are currently in the process of developing a Fly E-Bike app, which is a management service mobile software for our EVs.
As of July 15, 2025 , we offered 27 E-motorcycle products, 36 E-bike products and 38 E-scooter products. 33 We are currently in the process of developing a Fly E-Bike app, which is a management service mobile software for our EVs, enabling customers to purchase bikes, locate company stores, schedule bike repairs, and more.
As our business expands, we expect increased payroll expenses due to hiring more employees for our retail stores and corporate office. Each of our retail stores has a minimum of two employees, and additional office employees will be hired to support retail stores in customer service and marketing.
Each of our retail stores has a minimum of two employees, and additional office employees will be hired to support retail stores in customer service and marketing. In addition, to maintain excellent customer service in our retail stores, each store will have at least one trained repair professional.
Regulatory Landscape We operate in an industry that is subject to extensive environmental, safety and other laws and regulations, which include products safety and testing, as well as battery safety and disposal. These requirements create additional costs and possible production delay in connection with the testing and manufacturing of our products.
While there could be long-term opportunities for domestic production, the immediate impact would likely be negative for the growing e-bike and e-scooter market. Regulatory Landscape We operate in an industry that is subject to extensive environmental, safety and other laws and regulations, which include products safety and testing, as well as battery safety and disposal.
The increase in these expenses was primarily due to the increase in the number of new stores and new employees hired for these new stores in the year ended March 31, 2024. General and Administrative Expenses Various general and administrative expenses increased during the year ended March 31, 2024 compared to the previous year.
General and Administrative Expenses General and administrative expenses increased during the year ended March 31, 2025 compared to the previous year.
As of March 31, 2024 and 2023, our accounts payable were $1.2 million and $1.0 million, respectively.
Our accounts payable represent primarily accounts payable to suppliers from whom we purchased accessories and components for our products. As of March 31, 2025 and 2024, our accounts payable were $1.3 million and $1.2 million, respectively.
EBITDA The following table sets forth the components of our EBITDA for the years ended March 31, 2024 and 2023: For the Year Ended March 31, 2024 2023 Change Percentage Change Net Income from Operations $ 1,895,222 $ 1,378,571 $ 516,651 37.5 % Income Tax Provision 1,182,933 821,896 361,037 43.9 % Depreciation 272,708 145,783 126,925 87.1 % Interest Expenses 152,050 100,387 51,663 51.5 % Amortization 1,648 — 1,648 100 % EBITDA $ 3,504,561 $ 2,446,637 $ 1,057,924 43.2 % Percentage of Revenue 10.9 % 11.2 % (0.3 )% Before interest expenses, income tax, depreciation, and amortization, for the year ended March 31, 2024, our net income was $3.5 million, an increase of $1.1 million, compared to $2.4 million for the year ended March 31, 2023, which was mainly attributable to the increase in sales described above.
EBITDA The following table sets forth the components of our EBITDA for the years ended March 31, 2025 and 2024: For the Year Ended March 31, 2025 2024 Change Percentage Change (Loss) Income from Operations $ (5,291,159 ) $ 1,895,222 $ (7,186,381 ) (379.2 )% Income Tax provision 336,166 1,182,933 (846,767 ) (71.6 )% Depreciation 631,280 272,708 358,572 131.5 % Interest Expenses 405,615 152,050 253,565 166.8 % Amortization 65,091 1,648 63,443 3849.7 % EBITDA $ (3,853,007 ) $ 3,504,561 $ (7,357,568 ) (209.9 )% Percentage of Revenue (15.2 )% 10.9 % (26.1 )% Before interest expenses, income tax, depreciation, and amortization, for the year ended March 31, 2025, our net loss was $3.9 million, a change of $7.4 million, compared to net income of $3.5 million for the year ended March 31, 2024, which was mainly attributable to the decrease in revenue, increase in selling expenses and general and administrative expenses described above.
Income Tax Provisions Provisions for income taxes were $1.2 million for the year ended March 31, 2024, an increase of $0.4 million from $0.8 million for the year ended March 31, 2023. This increase was due to our increased taxable income for the year ended March 31, 2024.
There were settlement payments of $1.0 million for the year ended March 31, 2025, in connection with the UL Litigation. Income Tax Provisions Income taxes provision was $0.3 million for the year ended March 31, 2025, a change from $1.2 million income tax provision for the year ended March 31, 2024.
Rent expenses increased to $0.2 million for the year ended March 31, 2024, compared to $0.1 million for the prior year as a result of office space expansion in the year ended March 31, 2024. Other Expenses, Net Other expenses were $30,352 for the year ended March 31, 2024 and $11,524 for the year ended March 31, 2023.
Insurance expenses increased to $1.1 million for the year ended March 31, 2025, compared to $0.2 million for the same period of prior year as a result of increased general insurance of the stores and the purchase of directors and officers liability insurance after initial public offering in the year ended March 31, 2025.
Our accounts receivable represent primarily accounts receivable from the distributors that purchased our EVs and other products. As of March 31, 2024 and 2023, our accounts receivable, net of allowance for credit losses, was $0.5 million and $0.5 million, respectively.
As of March 31, 2025 and 2024, our accounts receivable, net of allowance for credit losses, was $0.5 million and $0.5 million, respectively. Our accounts receivable turnover period increased from 69 days in the year ended March 31, 2024 to 71 days in the year ended March 31, 2025, which was mainly attributable to the longer payment terms to dealers.
Our inventory turnover days decreased to 89 days in the year ended March 31, 2024, from 114 days in the year ended March 31, 2023, which was primarily due to our enhanced supply chain management, allowing us to convert our inventory into sales more efficiently.
The increase in inventories was primarily due to our preparation for the new rental business. Our inventory turnover days increased to 143 days in the year ended March 31, 2025, from 89 days in the year ended March 31, 2024, which was primarily due to strategic inventory buildup, allowing us to start new services.
Meals and entertainment expenses increased to $0.4 million for the year ended March 31, 2024, compared to $0.3 million for the year ended March 31, 2023, primarily due to increased meal expenses for employees who worked overtime.
Advertising expenses were $0.3 million for the year ended March 31, 2025, compared to $64,423 for the year ended March 31, 2024.
Commitments and Contractual Obligations The following table presents our material contractual obligations as of March 31, 2024: Contractual Obligations Total Less than 1 year 1 – 2 years 3 – 5 years Thereafter Operating Lease Obligations and others $ 16,839,623 2,852,744 6,056,347 5,296,144 2,634,388 Loan Payable 1,626,059 1,213,242 270,127 142,690 — Purchase Commitment of ERP System 946,000 946,000 — — — Purchase Commitment of Office Property 3,144,000 1,589,700 1,554,300 — — Total Contractual Obligations $ 22,555,682 6,601,686 7,880,774 5,438,834 2,634,388 Off-Balance Sheet Arrangements We have not entered into any transactions, agreements or other contractual arrangements that would result in off-balance sheet liabilities.
Commitments and Contractual Obligations The following table presents our material contractual obligations as of March 31, 2025: Contractual Obligations Total Less than 1 year 1 – 2 years 3 – 5 years Thereafter Operating Lease Obligations and Others $ 11,724,690 2,617,762 5,290,390 2,842,381 974,157 Loan Payable 7,356,936 5,291,893 160,004 20,515 1,884,524 UL Litigation 1,000,000 1,000,000 — — — Total Contractual Obligations $ 20,081,626 8,909,655 5,450,394 2,862,896 2,858,681 Off-Balance Sheet Arrangements We have not entered into any transactions, agreements or other contractual arrangements that would result in off-balance sheet liabilities.
Our retail sales revenue increased by $7.5 million, or 40.0%, from $18.8 million for the year ended March 31, 2023 to $26.4 million for the year ended March 31, 2024. Our wholesale revenue increased by $2.9 million, or 98.5%, from $2.9 million for the year ended March 31, 2023 to $5.8 million for the year ended March 31, 2024.
Our wholesale revenue decreased by $2.3 million, or 39.3%, from $5.8 million for the year ended March 31, 2024 to $3.5 million for the year ended March 31, 2025. The decrease in retail sales revenue is mainly due to recent lithium-battery accidents involving E-Bikes and E-Scooters.
As of June 27, 2024, we have 40 stores, including 39 stores in the U.S and one store in Canada. We also operate one online store, focusing on selling E-motorcycles, E-bikes, and E-scooters and sell our product. It is critical for us to successfully manage production ramp-up and quality control to deliver to customers in adequate volume and quality.
As of July 15, 2025, we have 20 stores, including 19 retail stores in the U.S and one retail store in Canada. We offer rental services from selected locations. We also operate one online store, focusing on selling E-motorcycles, E-bikes, and E-scooters and selling our product in the United States.
We also operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States. In addition, we plan to open a second online store focusing on selling gas bikes in the future.
As of July 15, 2025 , we have 20 stores, including 19 retail stores in the U.S and one retail store in Canada. The Company offers rental services from selected locations in New York, Toronto, and Los Angeles. We also operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States.
Our accounts receivable turnover period increased slightly from 68 days in the year ended March 31, 2023 to 69 days in the year ended March 31, 2024. Our accounts payable represent primarily accounts payable to suppliers from whom we purchased accessories and components for our products.
Our accounts payable turnover period increased to 33 days for the year ended March 31, 2025 from 25 days for the year ended March 31, 2024, which was primarily the result of longer payment cycles. 40 Our prepayments and other receivables primarily represent prepayments to vendors and other service providers.
Cost of Revenues Cost of revenues increased by $5.6 million, or 41.6%, from $13.5 million for the year ended March 31, 2023, to $19.1 million for the year ended March 31, 2024.
The decrease in wholesales revenue was driven primarily by the closure of stores by the top two customers who closed their stores in December 2023 due to lack of profitability. Cost of Revenues Cost of revenues decreased by 21.6%, from $19.1 million for the year ended March 31, 2024, to $15.0 million for the year ended March 31, 2025.
Our accounts payable turnover period decreased to 25 days for the year ended March 31, 2024 from 49 days for the year ended March 31, 2023, which was primarily the result of the Company’s switch to a new vendor and the settlement of one vendor’s balance during this year. Our inventories primarily include our EVs, their accessories and spare parts.
As a result, during the year ended March 31, 2025, the Company made substantial prepayments to vendors to secure inventory for the new services. Our inventories primarily include our EVs, their accessories and spare parts. As of March 31, 2025 and 2024, our inventories, net of allowance, were $6.4 million and $5.4 million, respectively.
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, we 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 4, 2025, Company issued 5,719,111 shares of common stock, at a price of $1.2140 per share in its secondary public offering for gross proceeds of the offering were $6.9 million, prior to deducting the placement agent’s fees and offering expenses payable by the Company.
As a result, our marketing referral expense increased to $1.1 million for the year ended March 31, 2024, compared to $15,756 for the year ended March 31, 2023. Utilities expenses were $0.16 million for the year ended March 31, 2024, compared to $0.13 million for the year ended March 31, 2023.
Total commission expenses were $9,980 for the year ended March 31, 2025, compared to $1.1 million for the year ended March 31, 2024. The decrease in the commission expenses was primarily due to the Company’s discontinuation of marketing referral expenses for promotions as of January 1, 2024.
The average sales price per EV increased by $19, or 2.0%, from $941 in the year ended March 31, 2023 to $960 in the year ended March 31, 2024. 31 In the future, our ability to increase our product sales price and volume will depend on our ability to innovate in design and technology and offer products that meet the customers’ demand.
The decrease in volume also attributed in part to the closures and disposition of our retail stores during the year ended March 31, 2025. The average sales price per EV increased by $29, from $960 in the year ended March 31, 2024 to $989 in the year ended March 31, 2025.
Recent Developments Stock Split In April 2024, we effected a stock split of our authorized and all issued and outstanding shares of our common stock and preferred stock at a split ratio of 1-for-110,000, where the par value of the Company’s common stock remained unchanged at $0.01 per share, and the number of authorized shares of the Company’s capital stock was increased from 440 to 48,400,000, with the number of authorized shares of common stock and preferred stock being increased from 400 to 44,000,000 and from 40 to 4,400,000, respectively.
On July 3, 2025, the Company implemented a 1-for-5 reverse stock split of its issued and outstanding shares of common stock. The reverse stock split reduced the number of shares of common stock issued and outstanding from 24,587,500 to 4,917,500 as of March 31, 2025. The par value per share remained unchanged at $0.01.
The increase in our net revenues was driven primarily by the increase of the average sale price of our EVs by $19 or 2.0%, from $941 in the year ended March 31, 2023 to $960 in the year ended March 31, 2024, and our sales volume of EVs increased by 7,389 units, from 11,263 units in the year ended March 31, 2023 to 18,652 units in the year ended March 31, 2024.
The decrease in our net revenues was primarily driven by a decrease in sales volume by 10,846 units, from 69,611 units for the year ended March 31, 2024, to 58,765 units for the year ended March 31, 2025. 37 Our retail sales revenue decreased by $4.7 million, or 17.7%, from $26.4 million for the year ended March 31, 2024 to $21.7 million for the year ended March 31, 2025.
Net cash used in investing activities was $0.4 million for the year ended March 31, 2023, which was due to the purchase of equipment of $0.4 million.
We had net loss of $5.3 million and net income of $1.9 million for the year ended March 31, 2025 and 2024, respectively. During the year ended March 31, 2025, net cash used in operating activities of the Company was approximately $10.1 million.
Removed
For the year ended March 31, 2024, we produced 8,390 E-motorcycles, 7,638 E-bikes and 3,171 E-scooters at the same facility. In response to the increasing demand for our products, we are currently looking to lease a larger assembling facility to replace our current facility in the near future.
Added
Additionally, we aim to refresh our product offerings continuously to align with evolving market trends.
Removed
The issued and outstanding common stock and preferred stock increased at a split ratio of 1-for-110,000. The share number and related data in this annual report has been updated to reflect the stock split referenced above. Initial Public Offering On June 7, 2024, we sold 2,250,000 shares of common stock, at a price of $4.00 per share in our IPO.
Added
The total contract price for the GO FLY APP is $500,000, and the GO FLY APP was delivered and launched in the rental business on September 5, 2024. The total contract price for the ERP system is $2,500,000. The ERP system is fully completed and delivered on May 20, 2025.
Removed
On June 25, 2024, we sold an additional 337,500 shares of common stock to the underwriters of our IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option. Net proceeds received by us from our initial public offering, including the exercise of the over-allotment option, were approximately $9.2 million.
Added
During the fiscal year of 2025, the Company started to use part of the ERP system which was valued at $2,310,000 and treated that part as computer hardware and software and started for depreciation. As of March 31, 2025, the Company paid $136,580 to DFT as prepayment for software development.
Removed
We also issued to The Benchmark Company, LLC, the representative of the underwriters, and its designees warrants to purchase 129,375 shares.
Added
The decrease in volume is mainly due to recent lithium-battery accidents involving E-Bikes and E-Scooters. With an increasing number of lithium-battery explosion incidents in New York, customers are less inclined to purchase E-Bikes. Consequently, sales have declined as customers opt for oil-powered vehicles over electric vehicles.
Removed
Impact of COVID-19 The United States Center for Disease Control announced that the COVID-19 public health emergency ended in May 2023, with the result that the COVID restrictions in the United States are no longer in effect and restrictions have been terminated worldwide.

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