Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
FiEE, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
60365W102 (CUSIP Number) |
Cao Yu Room 802, Building 47,, Rongcheng Garden, Xiangcheng District, Suzhou City, F4, 215100 86 152 5004 8607 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 60365W102 |
| 1 |
Name of reporting person
Cao Yu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,615,012.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 7 and 11: The above-referenced shares of common stock, $0.01 par value per share (the "Common Stock") beneficially owned by the Reporting Person consist of (i) 1,604,166 shares of Common Stock issuable upon conversion of 1,145,833 shares of Series A Convertible Preferred Stock, $0.001 par value per share (the "Series A Convertible Preferred Stock"), which are convertible into shares of Common Stock at a ratio of 1.4 shares of Common Stock for each share of Series A Convertible Preferred Stock, (ii) 1,425,480 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 1,585,366 shares of Common Stock. The shares of Series A Convertible Preferred Stock vote on an as-converted basis without regard to the Preferred Blocker (as defined below). Note to Row 9: The above-referenced shares of Common Stock beneficially owned by the Reporting Person consist of (i) 557,525 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock, (ii) 1,425,480 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 1,585,366 shares of Common Stock. The shares of Series A Convertible Preferred Stock are not convertible into more than 19.99% of the number of shares of Common Stock outstanding immediately prior to the original issuance date of the Series A Convertible Preferred Stock (the "Preferred Blocker"); therefore, the Series A Convertible Preferred Stock cannot, in the aggregate, convert into more than 557,525 shares of Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 60365W102 |
| 1 |
Name of reporting person
Hu Bin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,125,745.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 7 and 11: The above-referenced shares of Common Stock beneficially owned by the Reporting Person consist of (i) 1,203,046 shares of Common Stock issuable upon conversion of 859,319 shares of Series A Convertible Preferred Stock, which are convertible into shares of Common Stock at a ratio of 1.4 shares of Common Stock for each share of Series A Convertible Preferred Stock, (ii) 1,069,040 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 853,659 shares of Common Stock. The shares of Series A Convertible Preferred Stock vote on an as-converted basis without regard to the Preferred Blocker. Note to Row 9: The above-referenced shares of Common Stock beneficially owned by the Reporting Person consist of (i) 557,525 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock, (ii) 1,069,040 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 853,659 shares of Common Stock. The shares of Series A Convertible Preferred Stock are subject to the Preferred Blocker; therefore, the Series A Convertible Preferred Stock cannot, in the aggregate, convert into more than 557,525 shares of Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 60365W102 |
| 1 |
Name of reporting person
Youxin Consulting Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
649,254.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Rows 7, 9 and 11: The above-referenced shares of Common Stock beneficially owned by the Reporting Person consist of (i) 343,774 shares of Common Stock issuable upon conversion of 245,553 shares of Series A Convertible Preferred Stock, which are convertible into shares of Common Stock at a ratio of 1.4 shares of Common Stock for each share of Series A Convertible Preferred Stock and (ii) 305,480 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock. The shares of Series A Convertible Preferred Stock vote on an as-converted basis without regard to the Preferred Blocker. The shares of Series A Convertible Preferred Stock are subject to the Preferred Blocker; therefore, the Series A Convertible Preferred Stock cannot, in the aggregate, convert into more than 557,525 shares of Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 60365W102 |
| 1 |
Name of reporting person
Li Wai Chung | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
649,254.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Rows 7, 9 and 11: The above-referenced shares of Common Stock beneficially owned by the Reporting Person consist of (i) 343,774 shares of Common Stock issuable upon conversion of 245,553 shares of Series A Convertible Preferred Stock, which are convertible into shares of Common Stock at a ratio of 1.4 shares of Common Stock for each share of Series A Convertible Preferred Stock and (ii) 305,480 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock. The shares of Series A Convertible Preferred Stock vote on an as-converted basis without regard to the Preferred Blocker. The shares of Series A Convertible Preferred Stock are subject to the Preferred Blocker; therefore, the Series A Convertible Preferred Stock cannot, in the aggregate, convert into more than 557,525 shares of Common Stock.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
FiEE, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Flat A1, 29/F, Block A, TML Tower, 3 Hoi Shing Road, Tsuen Wan,
HONG KONG
, 00000. | |
Item 1 Comment:
This Amendment No. 4 to the Schedule 13D ("Amendment No. 4") amends and supplements the Schedule 13D filed by Cao Yu, Hu Bin, Youxin Consulting Limited and Li Wai Chung (collectively, the "Reporting Persons") on February 25, 2025 (as amended by Amendment No. 1, filed on April 14, 2025, Amendment No. 2, filed on May 13, 2025, and Amendment No. 3, filed on May 29, 2025, the "Schedule 13D"). This Amendment No. 4 is being filed to (i) update Item 4 of the Schedule 13D and (ii) report that the percentage of outstanding shares of Common Stock that the Reporting Persons may be deemed to beneficially own increased by more than one percent (1%). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following: As previously disclosed, on February 18, 2025, the Issuer entered into the February 18, 2025 SPA with Seller and Purchasers, whereby Seller sold to the Purchasers (i) 2,219,447 shares of Preferred Stock, (ii) the Warrant and (iii) the Lazar Receivables and on May 9, 2025, the Issuer entered into a Second Amended and Restated Securities Purchase Agreement with Seller and Purchasers pursuant to which, among other things, the Purchasers agreed to surrender the Warrant to the Issuer for cancellation. On June 23, 2025, the disinterested directors on the Board of Directors of the Issuer independently deemed it advisable and in the best interest of the Issuer to allow the Warrant to remain outstanding, which such decision was approved by unanimous consent of the entire Board of Directors. As a result of the transactions described above: Cau Yu acquired warrants to purchase 1,425,480 shares of Common Stock; Hu Bin acquired warrants to purchase 1,069,040 shares of Common Stock and Youxin Consulting Limited acquired warrants to purchase 305,480 shares of Common Stock. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement, dated August 25, 2025, by and among the Reporting Persons (filed herewith). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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