Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement

On September 18, 2025, Fly-E Group, Inc., a Delaware corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain "non-U.S. Persons" (the "Purchasers") as defined in Regulation S of the Securities Act of 1933, as amended (the "Securities Act") named in the Purchase Agreement for the purpose of raising $11,000,000 in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell to the Purchasers up to an aggregate of 13,750,000 shares of the Company's common stock, par value $0.01 per share (the "Shares") at a purchase price per Share of $0.80 (the "Offering").

The parties to the Purchase Agreement have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are "non-U.S. Persons" as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the Purchase Agreement.

The Purchase Agreement is subject to various conditions to closing set forth therein. The Shares to be issued in the Offering are exempted from the registration requirements of the Securities Act pursuant to Regulation S promulgated thereunder.

The net proceeds of the Offering shall be used by the Company for working capital and other general corporate purposes.

The form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Purchase Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.