SecProbe.io

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 Fly-E Group, Inc.

 136-40 39th Avenue

 Flushing, NY 11354

 May 14, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Erin Donahue and Erin Purnell

 Re:
 Fly-E Group, Inc.

 Registration Statement on Form S-1
 Initially filed on April 22, 2025, as amended
 File No. 333-286678

 Dear Ms. Donahue and Ms. Purnell:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Fly-E Group, Inc. hereby requests acceleration of effectiveness of the above referenced Registration
Statement on Form S-1 so that it will become effective on May 15, 2025, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

 Very truly yours,

 Fly-E Group, Inc.

 By:
 /s/ Zhou Ou

 Name:
 Zhou Ou

 Title:
 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

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 FLY-E GROUP, INC.

 136-40 39th Avenue

 Flushing, NY 11354

 VIA EDGAR

 May 2, 2025

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Erin Donahue
 Erin Purnell

 Re:

 Fly-E Group, Inc.
 Registration Statement on Form S-1
 Filed April 22, 2025
 File No. 333-286678

 Dear Ms. Donahue:

 Fly-E Group, Inc. (the " Company ,"
" we ," " our " or " us ") hereby transmits our response to the comment letter received
from the staff (the " Staff ," " you " or " your ") of the U.S. Securities and Exchange
Commission (the " Commission "), dated April 28, 2025 regarding the Registration Statement on Form S-1 filed with the
Commission on April 22, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comments in bold, and have followed each comment with the Company's response. The Company
is filing via Edgar the Amendment No. 1 to the Registration Statement on Form S-1 (the " Amendment No. 1 ") revised pursuant
to the comment herein with this response letter.

 Registration Statement on Form S-1 filed April 22, 2025

 General

 1.
 We note that you have not yet filed your Form 10-K for your most recently completed fiscal year, and therefore appear ineligible to incorporate by reference on Form S-1. Please amend your registration to include all disclosure required by Form S-1 or file your Form 10-K for the fiscal year ended March 31, 2025, and update accordingly. Refer to General Instruction VII.C of Form S-1.

 Response: In response to the
Staff's comment, we have amended the registration statement to include all disclosure required by Form S-1.

 2.
 Please revise to include executive compensation disclosure for the fiscal year ended March 31, 2025. Refer to Item 11 of Form S-1 and Item 402 of Regulation S-K and Question 117.05 of the Regulation S-K Compliance & Disclosure Interpretations.

 Response: The relevant disclosures
on page 66 of Amendment No. 1 have been revised in response to the Staff's comment.

 We thank you for your review
of the foregoing. If you have further comments, please feel free to contact to our counsel, Wei Wang, Esq., at wwang@egsllp.com or by
telephone at (212) 370-1300.

 Sincerely,

 /s/ Zhou Ou

 Zhou Ou

 Chief Executive Officer

 cc:
 Wei Wang, Esq.

 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2025

Zhou Ou
Chief Executive Officer
Fly-E Group, Inc.
136-40 39th Avenue
Flushing, NY 11354

 Re: Fly-E Group, Inc.
 Registration Statement on Form S-1
 Filed April 22, 2025
 File No. 333-286678
Dear Zhou Ou:

 We have conducted a limited review of your registration statement and
have the
following comments.

 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.

Registration Statement on Form S-1 filed April 22, 2025
General

1. We note that you have not yet filed your Form 10-K for your most
recently completed
 fiscal year, and therefore appear ineligible to incorporate by reference
on Form S-1.
 Please amend your registration to include all disclosure required by
Form S-1 or file
 your Form 10-K for the fiscal year ended March 31, 2025, and update
accordingly.
 Refer to General Instruction VII.C of Form S-1.
2. Please revise to include executive compensation disclosure for the
fiscal year ended
 March 31, 2025. Refer to Item 11 of Form S-1 and Item 402 of Regulation
S-K and
 Question 117.05 of the Regulation S-K Compliance & Disclosure
Interpretations.
 April 28, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Erin Donahue at 202-551-6063 or Erin Purnell at
202-551-3454 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Shiwen Feng
Chief Financial Officer
Fly-E Group, Inc.
136-40 39th Avenue
Flushing, New York 11354

 Re: Fly-E Group, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2024
 Form 10-Q for the Fiscal Quarter Ended September 30, 2024
 File No. 001-42122
Dear Shiwen Feng:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

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FLY-E GROUP, INC.

136-40 39th Avenue

Flushing, New York 11354

VIA EDGAR

March 3, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Heather Clark

    Melissa Gilmore

    Re:
    Fly-E Group, Inc.

    Form 10-K for the Fiscal Year Ended March 31, 2024

    Form 10-Q for the Fiscal Quarter Ended September 30, 2024

    File No. 001-42122

Ladies and Gentlemen:

Fly-E Group, Inc. (the “Company,”
“we,” “our” or “us”) hereby transmits our response to the comment letter received
from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated February 14, 2025, regarding the form 10-K for the Fiscal Year Ended March 31,
2024 and Form 10-Q for the Fiscal Quarter Ended September 30, 2024.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s response.

Form 10-Q for the Fiscal Quarter Ended September 30, 2024

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Results of Operations for the Six Months Ended September 30, 2024 and 2023, page 38

    1.
    You disclose on page 39 that you had a decrease in units sold “mainly due to recent lithium-battery accidents involved E-Bikes and E-Scooters.”  However, you fail to state whether any of the accidents were attributable to Fly E-Bikes products or whether there were any other violations citing Fly E-Bikes. Please tell us your consideration of providing more robust disclosure concerning these events in accordance with Item 303(b)(2)(ii) of Regulations S-K so that investors are fully informed of the reasons for the decline in units sold and your sales.

Response: We respectfully advise
the Staff that, the decrease in retail sales revenue is primarily due to recent lithium-battery incidents involving e-bikes and e-scooters.
A surge in lithium-battery explosions in New York and the rest of the country has raised consumer concerns, leading to lower demand, mostly
for e-bikes, as customers shift toward oil-powered vehicles. While some incidents have involved our products, we believe that the broader
industry-wide impact has driven market hesitancy. Investigations into claims against us have often shown that incidents resulted from
factors including consumer misuse, improper charging, counterfeit parts, third-party tampering, or misidentification of other brands.
As of the date of this response, we are not aware of, nor have we been informed that we are the subject of, any governmental findings
or penalties relating to product safety violations. Therefore, we do not believe that the decline in units sold and our sales were mainly
attributable to our products. However, our sales may continue to be adversely impacted by heightened scrutiny of lithium battery safety.
Such scrutiny may also impact our business in other ways, including increased compliance costs, shifting consumer preferences, and potential
regulatory changes.

We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Wei Wang, of Ellenoff Grossman &
Schole LLP, at (212) 370-1300.

    Sincerely,

    By:
    /s/ Shiwen Feng

    Name:
    Shiwen Feng

    Title:
    Chief Financial Officer

    cc:
    Ellenoff Grossman & Schole LLP

February 14, 2025
Shiwen Feng
Chief Financial Officer
Fly-E Group, Inc.
136-40 39th Avenue
Flushing, New York 11354
Re:Fly-E Group, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2024
Form 10-Q for the Fiscal Quarter Ended September 30, 2024
File No. 001-42122
Dear Shiwen Feng:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Fiscal Quarter Ended September 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Six Months Ended September 30, 2024 and 2023, page 38
1.You disclose on page 39 that you had a decrease in units sold “mainly due to recent
lithium-battery accidents involved E-Bikes and E-Scooters.”  However, you fail to
state whether any of the accidents were attributable to Fly E-Bikes products or
whether there were any other violations citing Fly E-Bikes.  Please tell us your
consideration of providing more robust disclosure concerning these events in
accordance with Item 303(b)(2)(ii) of Regulation S-K so that investors are fully
informed of the reasons for the decline in units sold and your sales.

            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

February 14, 2025
Page 2
            Please contact Heather Clark at 202-551-3624 or Melissa Gilmore at 202-551-3777
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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THE BENCHMARK COMPANY, LLC

150 East 58th Street, 17th Floor

New York, New York 10155

May
10, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division
of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Jay Ingram, Evan Ewing, Stephany Yang, and Hugh
West

Re: Fly-E Group, Inc.

Registration Statement on Form S-1, as amended

File No. 333-276830

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: Tuesday, May 14, 2024

Requested
Time: 5:00 p.m., Eastern Time

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters of the
proposed initial public offering of securities of Fly-E Group, Inc. (the “Company”), hereby join the Company’s request
that the effective date of the above-referenced registration statement on Form S-1, as amended, be accelerated so that it will be declared
effective at 5:00 p.m., Eastern Time, on Tuesday, May 14, 2024, or as soon thereafter as possible.

Pursuant to Rule
460 under the Securities Act, please be advised that we will distribute as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned
advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very truly yours,

    THE BENCHMARK COMPANY, LLC

    By:
    /s/ Michael S. Jacobs

    Name:
    Michael S. Jacobs

    Title:
    Head of Equity Capital Markets

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Fly-E Group, Inc.

136-40 39th Avenue

Flushing, NY 11354

May 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jay Ingram, Evan Ewing, Stephany Yang, and Hugh West

    Re:
    Fly-E Group, Inc.

Registration Statement on Form S-1, as amended (File
No. 333-276830)

Request for Acceleration of Effective Date

To the addressees set forth above:

In accordance with Rule 461
under the Securities Act of 1933, as amended, Fly-E Group, Inc. (the “Company”) hereby requests acceleration
of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-276830) (as amended, the “Registration
Statement”). The Company respectfully requests that the Registration Statement become effective as of 5:00 p.m., Eastern
Time, on May 14, 2024, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by
telephone to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, Hogan Lovells US LLP, by calling Richard Aftanas at (212)
918-3267.

Thank you for your assistance in this matter.

[Signature page follows]

    Sincerely,

    Fly-E Group, Inc.

    By:
    /s/ Zhou Ou

    Name:
    Zhou Ou

    Title:
    Chief Executive Officer

    cc:
    Ruifeng Guo, Chief Financial Officer, Fly-E Group, Inc.

    Richard Aftanas, Esq., Hogan Lovells US LLP

    Joseph Lucosky, Esq., Lucosky Brookman LLP

[Signature Page to Acceleration Request]

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May 3, 2024

VIA EDGAR

Division of Corporate Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jay Ingram, Evan Ewing, Stephany Yang, and Hugh West

 Re: Fly-E
Group, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed April 22, 2024

File No. 333-276830

Ladies and Gentlemen,

On behalf of our client, Fly-E
Group, Inc., a Delaware corporation (the “Company”), we submit this letter setting forth the responses of the Company to the
comments of the staff of the Securities and Exchange Commission (the “SEC”) in its comment letter dated April 30, 2024 with
respect to the Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on April 22, 2024. For your convenience,
your comments are reproduced below in italicized bold text, followed by the Company’s responses. Please be advised that the Company
is concurrently filing via EDGAR an Amendment No. 3 to the Registration Statement on Form S-1 (the “Registration Statement”).

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.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that there have been no recent developments that materially impact its business,
financial condition, and/or results of operations. The Company’s results of operations and financial condition for the three months
ended March 31, 2024 are consistent with those for the three months ended December 31, 2023. The Company has updated pages 1, 28 and 49
of the Registration Statement to disclose the number of electric vehicles it produced during the year ended March 31, 2024.

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, 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.

Response: In response to this
comment, the Company has amended Exhibit 3.1 to remove the forum selection provision in its entirety from its Amended and Restated Certificate
of Incorporation. The revised Exhibit 3.1 is being submitted with this Amendment No. 3 to the Registration Statement.

If you have any questions
or require any additional information, please telephone the undersigned at (212) 918-3267 or Will Rao at (212) 918-3724.

    Sincerely,

    By:
    /s/ Richard Aftanas

    Richard Aftanas

    cc:
    Zhou Ou, Chief Executive Officer, Fly-E Group, Inc.

    Steven Guo, Chief Financial Officer, Fly-E Group, Inc.

    Joseph Lucosky, Partner, Lucosky Brookman LLP

United States securities and exchange commission logo
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

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April 22, 2024

VIA EDGAR

Division of Corporate Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jay Ingram, Evan Ewing, Stephany Yang, and Jean Yu

    Re:
    Fly-E Group, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed April 4, 2024

File No. 333-276830

Ladies and Gentlemen,

On behalf of our client, Fly-E
Group, Inc., a Delaware corporation (the “Company”), we submit this letter setting forth the responses of the Company to the
comments of the staff of the Securities and Exchange Commission (the “SEC”) in its comment letter dated April 12, 2024 with
respect to the Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on April 4, 2024. For your convenience,
your comments are reproduced below in italicized bold text, followed by the Company’s responses. Please be advised that the Company
is concurrently filing via EDGAR an Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”).

Amendment No. 1 to Registration Statement on Form S-1

Compensation of Executive Officers, page 57

    1.
    Please update your compensation disclosure to reflect the fiscal year ended March 31, 2024.

Response: In response to this
comment, the Company has updated the compensation disclosure on page 58 of the Registration Statement.

Certain Relationships and Related Party Transactions, page 61

    2.
    Please update your disclosure in this section to include any applicable transactions since December 31, 2023. Refer to Item 404(d) of Regulation S-K.

Response: In response to this
comment, the Company has updated the disclosure on page 61 of the Registration Statement.

Consolidated Statements of Income, page F-5

    3.
    We note your disclosures that shares and per share data are presented on a retroactive basis to give effect to the stock split completed on April 2, 2024; however, the earnings per share and weighted average number of common stock - basic and diluted for the years ended March 31, 2023 and 2022 and for the nine months ended December 31, 2023 and 2022 do not appear adjusted for the stock split on pages F-5 and F-28. Please revise your filing to ensure all of the share information retroactively reflects the stock split in accordance with ASC 260-10-55-12.

Response: In response to this
comment, the Company has updated the disclosures on pages F-5 and F-28 of the Registration Statement.

If you have any questions
or require any additional information, please telephone the undersigned at (212) 918-3267 or Will Rao at (212) 918-3724.

    Sincerely,

    By:
    /s/ Richard Aftanas

    Richard Aftanas

    cc:
    Zhou Ou, Chief Executive Officer, Fly-E Group, Inc.

    Steven Guo, Chief Financial Officer, Fly-E Group, Inc.

    Joseph Lucosky, Partner, Lucosky Brookman LLP

United States securities and exchange commission logo
April 12, 2024
Ruifeng Guo
Chief Financial Officer
Fly-E Group, Inc.
136-40 39th Avenue
Flushing, NY 11354
Re:Fly-E Group, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 4, 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. 1 to Registration on Form S-1
Compensation of Executive Officers, page 57
1.Please update your compensation disclosure to reflect the fiscal year ended March 31,
2024.
Certain Relationships and Related Party Transactions, page 61
2.Please update your disclosure in this section to include any applicable transactions since
December 31, 2023. Refer to Item 404(d) of Regulation S-K.
Consolidated Statements of Income, page F-5
3.We note your disclosures that shares and per share data are presented on a retroactive
basis to give effect to the stock split completed on April 2, 2024; however, the earnings
per share and weighted average number of common stock - basic and diluted for the years

 FirstName LastNameRuifeng Guo
 Comapany NameFly-E Group, Inc.
 April 12, 2024 Page 2
 FirstName LastName
Ruifeng Guo
Fly-E Group, Inc.
April 12, 2024
Page 2
ended March 31, 2023 and 2022 and for the nine months ended December 31, 2023 and
2022 do not appear adjusted for the stock split on pages F-5 and F-28.  Please revise your
filing to ensure all of the share information retroactively reflects the stock split in
accordance with ASC 260-10-55-12.
            Please contact Stephany Yang at 202-551-3167 or Jean Yu at 202-551-3305 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

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April 3, 2024

VIA EDGAR

Division of Corporate Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jay Ingram, Evan Ewing, Stephany Yang, and Jean Yu

    Re:
    Fly-E Group, Inc.

Registration Statement on Form S-1

Filed February 2, 2024

File No. 333-276830

Ladies and Gentlemen,

On behalf of our client, Fly-E
Group, Inc., a Delaware corporation (the “Company”), we submit this letter setting forth the responses of the Company to the
comments of the staff of the Securities and Exchange Commission (the “SEC”) in its comment letter dated February 12, 2024
with respect to the Registration Statement on Form S-1 filed with the SEC on February 2, 2024. For your convenience, your comment
is reproduced below in italicized bold text, followed by the Company’s response. Please be advised that the Company is concurrently
filing via EDGAR an Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”).

Registration Statement on Form S-1 filed February 2, 2024

Exhibits

 1. We note your disclosure regarding the change in your accountant on page 75. Please obtain and file
an Exhibit 16 letter from your former accountant stating whether they agree with the statements regarding the change in accountant in
your Form S-1. Refer to Items 304(a)(3) and 601(b)(16) of Regulation S-K.

Response: In response to this
comment, the Company has filed an Exhibit 16 letter from its former accountant, Friedman LLP, as Exhibit 16.1 to the Registration Statement.

If you have any questions
or require any additional information, please telephone the undersigned at (212) 918-3267 or Will Rao at (212) 918-3724.

    Sincerely,

    By:
    /s/ Richard Aftanas

    Richard Aftanas

    cc:
    Zhou Ou, Chief Executive Officer, Fly-E Group, Inc.

    Steven Guo, Chief Financial Officer, Fly-E Group, Inc.

    Joseph Lucosky, Partner, Lucosky Brookman LLP

United States securities and exchange commission logo
February 12, 2024
Ruifeng Guo
Chief Financial Officer
Fly-E Group, Inc.
136-40 39th Avenue
Flushing, NY 11354
Re:Fly-E Group, Inc.
Registration Statement on Form S-1
Filed February 2, 2024
File No. 333-276830
Dear Ruifeng Guo:
            We have reviewed your registration statement and have the following comment.
            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.
Registration Statement on Form S-1 filed February 2, 2024
Exhibits
1.We note your disclosure regarding the change in your accountant on page 75. Please
obtain and file an Exhibit 16 letter from your former accountant stating whether they
agree with the statements regarding the change in accountant in your Form S-1. Refer to
Items 304(a)(3) and 601(b)(16) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Stephany Yang at 202-551-3167 or Jean Yu at 202-551-3305 if you have

 FirstName LastNameRuifeng Guo
 Comapany NameFly-E Group, Inc.
 February 12, 2024 Page 2
 FirstName LastName
Ruifeng Guo
Fly-E Group, Inc.
February 12, 2024
Page 2
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

CORRESP
1
filename1.htm

February 1, 2024

VIA EDGAR

Division of Corporate Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alex King, Evan Ewing, Stephany Yang, and Jean Yu

 Re: Fly-E Group, Inc.

Amendment No. 1 to

Draft Registration Statement on Form S-1

Submitted November 13, 2023

CIK No. 0001975940

Ladies and Gentlemen,

On
behalf of our client, Fly-E Group, Inc., a Delaware corporation (the “Company”), we submit this letter setting forth the responses
of the Company to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
in its comment letter dated November 27, 2023 with respect to the Amendment No. 1 to the Draft Registration Statement on Form S-1
confidentially submitted to the SEC on November 13, 2023. For your convenience, your comments are reproduced below in italicized bold
text, followed by the Company’s responses. Please be advised that the Company is concurrently publicly filing via EDGAR a Registration
Statement on Form S-1 (the “Registration Statement”). All references to page numbers in the responses are references
to the page numbers in the Registration Statement.

Amendment No. 1 to Registration Statement on Form S-1 submitted August
14, 2023

Risk Factors

Improper activities by third parties, exploitation of encryption technology,
new data-hacking tools ... , page 16

 1. We note your response to comment 4 and reissue. Please describe the cybersecurity risks faced by
the Company in connection with the Company’s supply chain/suppliers/service providers.

Response: In response to this comment,
the Company has revised the risk factor under the heading “Improper activities by third parties, exploitation of encryption technology,
new data-hacking tools and discoveries and other events or developments may result in future intrusions into or compromise of our networks
and technology systems.” on page 16 of the Registration Statement.

Capitalization, page 25

 2. We note your response to comment 6. Please revise the total capitalization to include both total
debt and total stockholders’ equity. Also please double underline the cash and cash equivalents amounts to highlight that these amounts
are not included in total capitalization.

Response: In response to this comment, the Company has
revised the disclosure on page 25 of the Registration Statement.

If you have any questions or require
any additional information, please telephone the undersigned at (212) 918-3267 or Will Rao at (212) 918-3724.

    Sincerely,

    By:
    /s/ Richard Aftanas

    Richard Aftanas

cc: Zhou Ou, Chief Executive Officer, Fly-E Group, Inc.

  Steven Guo, Chief Financial Officer, Fly-E Group, Inc.

  Joseph Lucosky, Partner, Lucosky Brookman LLP

United States securities and exchange commission logo
November 27, 2023
Steven Guo
Chief Financial Officer
Fly-E Group, Inc.
136-40 39th Avenue
Flushing, NY 11354
Re:Fly-E Group, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted November 13, 2023
CIK No. 0001975940
Dear Steven Guo:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
Improper activities by third parties, exploitation of encryption technology, new data-hacking
tools ... , page 16
1.We note your response to comment 4 and reissue. Please describe the cybersecurity risks
faced by the Company in connection with the Company's supply chain/suppliers/service
providers.
Capitalization, page 25
2.We note your response to comment 6.  Please revise the total capitalization to include both
total debt and total stockholders' equity.  Also please double underline the cash and cash
equivalents amounts to highlight that these amounts are not included in total

 FirstName LastNameSteven Guo
 Comapany NameFly-E Group, Inc.
 November 27, 2023 Page 2
 FirstName LastName
Steven Guo
Fly-E Group, Inc.
November 27, 2023
Page 2
capitalization.
            Please contact Stephany Yang at 202-551-3167 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Aftanas

United States securities and exchange commission logo
September 8, 2023
Steven Guo
Chief Financial Officer
Fly-E Group, Inc.
136-40 39th Avenue
Flushing, NY 11354
Re:Fly-E Group, Inc.
Draft Registration Statement on Form S-1
Submitted August 14, 2023
CIK No. 0001975940
Dear Steven Guo:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted August 14, 2023
About this Prospectus, page ii
1.We note your disclosure that you obtained the market and industry data included in the
registration statement from internal company surveys, market research, consultant
surveys, publicly available information, reports of governmental agencies and industry
publications and surveys, and that you have not independently verified the data. This
statement appears to imply a disclaimer of responsibility for this information in the
registration statement. Please either revise this section to remove such implication or
specifically state that you are liable for all information in the registration statement.

 FirstName LastNameSteven Guo
 Comapany NameFly-E Group, Inc.
 September 8, 2023 Page 2
 FirstName LastName
Steven Guo
Fly-E Group, Inc.
September 8, 2023
Page 2
Risk Factors, page 9
2.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
3.We note your risk factor that your supply chain may be impacted by lingering effects from
the pandemic. Update your risks characterized as potential if recent supply chain
disruptions have impacted your operations. Explain whether mitigation efforts undertaken,
if any, introduce new material risks, including those related to product quality, reliability,
or regulatory approval of products.

4.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.
Use of Proceeds, page 22
5.We note that you plan to open additional assembling facilities in 2024. If any material
amount of the proceeds will be used to acquire assets otherwise than in the ordinary
course of your business, such as the purchase or lease of additional assembly facilities,
describe briefly and state the cost of the assets. Refer to Item 504 of Regulation S-K.
Capitalization, page 24
6.Please revise your capitalization table to include the company's indebtedness as of the
most recent balance sheet date. In this regard, we note long-term notes payable and long-
term notes payable, related parties on the face of your balance sheet in the amount of
$1,135,452 and $150,000, respectively as of March 31, 2023.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 32
7.We note on your disclosures on pages 1, 26 and, 43 that you are planning to open
additional assembling facilities in 2024. Please tell us your consideration for disclosure of
your expected cash requirements in the discussion of your liquidity and capital
resources. To the extent you have any material commitments, expand your disclosure to
discuss and additionally, describe any anticipated sources of funds to meet such

 FirstName LastNameSteven Guo
 Comapany NameFly-E Group, Inc.
 September 8, 2023 Page 3
 FirstName LastNameSteven Guo
Fly-E Group, Inc.
September 8, 2023
Page 3
commitments. Refer to Item 303(b)(1) of Regulation S-K.
Business
Fly E-Bike App, page 42
8.We note from your disclosures herein and elsewhere in the filing the company provides
the Fly E-Bike app for customers to better manage and enjoy their ride experience. Fly E-
Bike app is described as a management service mobile software for your EVs that is
designed to bring users a comprehensive intelligent experience to create a safer and more
colorful riding experience. We note a list of the primary functions of the app are
disclosed on page 42. In this regard, please tell us how you have accounted for the app
within your financial statements and provide us with the authoritative guidance your relied
upon in determining the appropriate accounting treatment as part of your response to us.
Assuming a satisfactory response, please revise your notes to the financial statements to
disclose your accounting policy for the app.
Exhibits
9.Please file any material lease agreements or explain why you are not required to do so.
General
10.Please disclose whether and how your business segments, products, or operations are
materially impacted by supply chain disruptions, especially in light of Russia’s invasion of
Ukraine or in light of the effectiveness of the Uyghur Forced Labor Protection Act
("UFLPA"). For example, discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine or cotton, polysilicon,
certain food products such as tomato paste, lithium, nickel, manganese, beryllium,
copper, gold or other raw material sourced from Western China);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export
restrictions, tariffs, trade barriers, or political or trade tensions among countries; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine, the
effectiveness of the UFLPA and/or related geopolitical tension or have sought to “de-
globalize” your supply chain.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.

 FirstName LastNameSteven Guo
 Comapany NameFly-E Group, Inc.
 September 8, 2023 Page 4
 FirstName LastName
Steven Guo
Fly-E Group, Inc.
September 8, 2023
Page 4
11.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact legal staff associated with the
review of this filing to discuss how to submit the materials, if any, to us for review.
            You may contact Stephany Yang at 202-551-3167 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Aftanas