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April 30, 2024
Ruifeng Guo
Chief Financial Officer
Fly-E Group, Inc.
136-40 39th Avenue
Flushing, NY 11354
Re:Fly-E Group, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 22, 2024
File No. 333-276830
Dear Ruifeng Guo:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
28
1.Please update your disclosure as appropriate to reflect any recent developments that
materially impact your business, financial condition, and/or results of operations.
Exhibits
Amended and Restated Certificate of Incorporation of Fly-E Group, Inc., page II-3
2.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please revise your prospectus to disclose whether this provision applies to actions
arising under the Securities Act or Exchange Act. In that regard, we note that Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder,

 FirstName LastNameRuifeng Guo
 Comapany NameFly-E Group, Inc.
 April 30, 2024 Page 2
 FirstName LastName
Ruifeng Guo
Fly-E Group, Inc.
April 30, 2024
Page 2
and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder. If the provision applies to Securities Act claims,
please also revise your prospectus to state that there is uncertainty as to whether a court
would enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. If this provision does not apply to
actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in the governing documents states this clearly, or tell us how
you will inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.
            Please contact Stephany Yang at 202-551-3167 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Aftanas