Fly-E Group (FLYE) Proxy filing summary

Executive summary

• Special meeting postponed to November 27, 2026, at 10:00 a.m. ET; supplemental disclosures clarify pricing and dilution limits for a proposed securities offering.

• Stockholders are asked to approve the offering under Nasdaq Listing Rule 5635(d), plus an adjournment proposal if needed to solicit additional votes.

Voting matters and shareholder proposals

• Issuance proposal covers common stock, pre-funded and common warrants, variable-price convertible notes, and related shares; aggregate offering amount capped at $9 million.

• Issuance is capped at 25 million shares, including warrant and note-conversion shares; effective per-share price and note conversion price cannot be below 20% of Nasdaq Minimum Price.

• Offering proceeds are designated for working capital and general corporate purposes; any offering must be completed within six months after stockholder approval.

• Separate proposal seeks authority to adjourn the meeting if votes are insufficient to approve the issuance proposal.

Board of directors and corporate governance

• The Board is soliciting proxies; Zhou Ou and Qiang Chen are named as proxy holders, each with substitution authority.