Fly-E Group (FLYE) Proxy filing summary

Executive summary

• Stockholder approval sought for a proposed offering of common stock, warrants and variable-price convertible notes, capped at $9 million and 25 million shares; proceeds intended for working capital and general corporate purposes.

• Offering prices and conversion prices would be no less than 20% of the applicable Nasdaq Minimum Price; completion expected within six months after approval.

Voting matters and shareholder proposals

• Special meeting scheduled in person for November 13, 2026; record date was September 30, 2026, with 1,632,386 common shares outstanding and one vote per share.

• Issuance Proposal and Adjournment Proposal each require approval by a majority of shares present or represented by proxy and entitled to vote; abstentions count against, while broker non-votes have no effect.

• Board unanimously recommends voting FOR both proposals; adjournment would permit further proxy solicitation if votes are insufficient for the Issuance Proposal.

Board of directors and corporate governance

• Zhou Ou, Chief Executive Officer, signed the meeting notice and proxy statement on behalf of the Board; proxies are solicited by the Board.