[8-K] Fly-E Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 1 Overview — CDP Investissements Inc. (CDPI) and its parent, Caisse de dépôt et placement du Québec (CDPQ), filed an amended Schedule 13D covering their investment in Zevia PBC (ticker: ZVIA). The amendment, dated 30 June 2025 and signed 2 July 2025, updates the ownership levels originally reported in August 2021.

Current Ownership — CDPI is the direct beneficial owner of 20,022,092 Class A common shares, equal to 30.3 % of Zevia’s 66,064,650 outstanding shares (per the issuer’s S-3 filed 28 May 2025). CDPI and CDPQ share both voting and dispositive power over these shares; neither entity holds sole voting or dispositive authority. CDPI’s source of funds is listed as working capital ("WC"); CDPQ’s is classified as "OO" (other).

Reporting Structure — Two reporting persons appear:

• CDP Investissements Inc., a Québec corporation (Type: CO).
• Caisse de dépôt et placement du Québec, a Québec governmental institutional investor (Type: OO).

Key Amendments

• Item 2(f): Updated citizenship details for officers/directors (referenced in Annex A).
• Item 5(a)–(c): Restates the precise share count, percentage ownership, and clarifies that CDPQ’s ownership is indirect through CDPI. Annex B (not provided) lists any share transactions within the last 60 days; the filing states no other transactions were made during that period.

Implications for Investors — With a >30 % stake, CDPI/CDPQ remain Zevia’s dominant outside shareholder. While the filing does not outline new strategic intentions, Schedule 13D (rather than 13G) signals that the investors reserve the right to influence corporate matters. No change in control, material financing, or board action is disclosed in this amendment.

Positive

• Institutional support: CDPI/CDPQ retain a sizeable 30.3 % stake, signalling long-term confidence in Zevia’s prospects.
• Stable ownership: No disclosed share sales in the past 60 days reduces near-term overhang risk.

Negative

• Ownership concentration: A single holder controlling nearly one-third of votes may limit influence of minority shareholders.
• Potential governance risk: Schedule 13D status indicates the investor could actively influence corporate actions, adding uncertainty.

Insights

Equity Market Specialist

TL;DR: CDPQ re-affirms a 30.3 % position in ZVIA; no new purchases, but influence potential remains.

The amendment confirms that CDPI/CDPQ still own roughly a third of Zevia’s float, cementing their role as a cornerstone shareholder. Absence of recent transactions suggests a stable holding pattern rather than an active accumulation or exit. The continued use of Schedule 13D (versus 13G) leaves the door open for governance involvement, which can be constructive if priorities align with minority shareholders. However, at Zevia’s current free float, this concentration can heighten volatility and reduce liquidity. Investors should monitor future 13D amendments for any shift in intent clauses, stand-still agreements, or board nomination activity.

Corporate Governance Analyst

TL;DR: One shareholder controls >30 % of votes—governance dynamics warrant close watch.

The filing underscores that CDPQ, via CDPI, wields shared voting power over 20 million shares with no sole authority split, indicating coordinated decision-making. Such a block can influence strategic direction, executive compensation, or capital allocation without launching a formal control contest. Because the amendment lacks any stated intent to acquire additional shares or seek board seats, immediate governance disruption appears limited. Nonetheless, minority investors face elevated agency risk should CDPQ’s objectives diverge from maximizing public-shareholder value. The filing provides no red flags on litigation or regulatory issues, mitigating downside concerns for now.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2025

Fly-E Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42122		92-0981080
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

136-40 39th Avenue Flushing, New York		11354
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (929) 410-2770

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, $0.01 par value per share		FLYE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 10, 2025, Fly-E Group, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.01 per share, by a ratio in the range of 1-for-2 to 1-for-15, with such ratio to be determined in the discretion of the board of directors of the Company (the “Board”) and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the Special Meeting.

On June 16, 2025, the Board approved a one-for-five (1:5) reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On July 2, 2025, the Company filed with the Secretary of State of the State of Delaware the Second Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m., Eastern Time, on July 3, 2025, and the Company’s common stock will begin trading on the Nasdaq Stock Market on a split-adjusted basis when the market opens on July 7, 2025.

Upon effectiveness of the Reverse Stock Split, every five (5) shares of the Company’s issued and outstanding common stock will automatically be converted into one share of common stock, without any change in the par value per share. In addition, (i) a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants to purchase shares of common stock, and (ii) the number of shares reserved for issuance pursuant to the Company’s stock incentive plan will also be reduced proportionately. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded up to the nearest whole share.

The Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “FLYE.” The new CUSIP number for common stock following the Reverse Stock Split will be 343927208.

VStock Transfer, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.

For more information about the Reverse Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on February 21, 2025 and mailed to the Company’s stockholders on or about February 21, 2025, the relevant portions of which are incorporated herein by reference. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 2, 2025, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.		Description
3.1		The Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation of FLY-E Group Inc.
99.1		Press Release dated July 2, 2025, announcing the Reverse Stock Split.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FLY-E GROUP, INC.
Date: July 2, 2025	By:	/s/ Zhou Ou
	Name:	Zhou Ou
	Title:	Chief Executive Officer

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FAQ

How many Zevia (ZVIA) shares does CDPQ currently own?

The filing states CDPI/CDPQ beneficially own 20,022,092 Class A shares.

What percentage of Zevia’s outstanding stock does this represent?

It represents approximately 30.3 % of the 66,064,650 shares outstanding as of 2 May 2025.

Does CDPQ have sole or shared voting power over its Zevia shares?

CDPQ, through CDPI, has shared voting and dispositive power; it holds no sole authority.

Why was a Schedule 13D/A filed instead of a Schedule 13G?

A Schedule 13D allows the investor to retain the option of influencing corporate policy or strategy, unlike the passive intent required for a 13G.

Were any recent transactions in ZVIA shares disclosed?

Annex B (referenced but not included) contains transaction details; the amendment notes no additional trades in the last 60 days beyond those listed.