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. 1)*
|
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) |
04/10/2025 (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
3,029,646.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The above-referenced shares of common stock beneficially owned by the Reporting Person consist of (i) 1,145,833 shares of Series A Convertible Preferred Stock, $0.001 par value per share, 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) a warrant to purchase up to an additional 1,425,480 shares of common stock, par value $0.01 per share, with an exercise price equal to $1.00 per share, subject to adjustment therein.
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
2,272,087.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The above-referenced shares of common stock beneficially owned by the Reporting Person consist of (i) 859,319 shares of Series A Convertible Preferred Stock, $0.001 par value per share, 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) a warrant to purchase up to an additional 1,069,040 shares of common stock, par value $0.01 per share, with an exercise price equal to $1.00 per share, subject to adjustment therein.
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
3,382,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
60.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The above-referenced shares of common stock beneficially owned by the Reporting Person consist of (i) 245,553 shares of Series A Convertible Preferred Stock, $0.001 par value per share, 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) a warrant to purchase up to an additional 305,480 shares of common stock, par value $0.01 per share, with an exercise price equal to $1.00 per share, subject to adjustment therein, and (iii) 2,656,980 shares of common stock and 54,652 shares of Series A Convertible Preferred Stock, $0.001 par value per share, 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, that the Reporting Person was granted the power to vote and exercise all voting and related rights with respect to, at the Reporting Person's sole discretion.
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
3,382,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
60.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The above-referenced shares of common stock are owned of record by Youxin Consulting Limited and consist of (i) 245,553 shares of Series A Convertible Preferred Stock, $0.001 par value per share, 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) a warrant to purchase up to an additional 305,480 shares of common stock, par value $0.01 per share, with an exercise price equal to $1.00 per share, subject to adjustment therein, and (iii) 2,656,980 shares of common stock and 54,652 shares of Series A Convertible Preferred Stock, $0.001 par value per share, 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, that the Reporting Person was granted the power to vote and exercise all voting and related rights with respect to, at the Reporting Person's sole discretion.
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. 1 to the Schedule 13D ("Amendment No.1") amends and supplements the original Schedule 13D filed by Cao Yu, Hu Bin, Youxin Consulting Limited and Li Wai Chung (collectively, the "Reporting Persons") on February 25, 2025 (the "Original Schedule 13D") and relates to the Common Stock of the Issuer. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Scheduled 13D. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:On April 10, 2025, Seller and the Purchasers to the Purchase Agreement entered into an Additional Securities Purchase Agreement under which Seller transferred to the Purchasers 31,258 additional shares of his Series A Convertible Preferred Stock. The transfer was made due to a discrepancy between the number of shares of the Issuer's Common Stock that was believed to have been issued and outstanding at closing of the Purchase Agreement on February 18, 2025, and the actual number of shares of the Issuer's Common Stock issued and outstanding on such date that would result in the Purchasers owning less than the agreed percentage of the Issuer provided for in the Purchase Agreement. Therefore, these 31,258 additional shares of Series A Convertible Preferred Stock were transferred to the Purchasers for no additional consideration beyond the consideration provided in the Purchase Agreement so that the Purchasers would own the agreed percentage of the Issuer provided for in the Purchase Agreement.The forgoing description of the Additional Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by the reference to the Additional Securities Purchase
Agreement, which is filed as Exhibit 99.1 to this Amendment No.1, and is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement, dated April 14, 2025, by and among the Reporting Persons (filed herewith).Exhibit 99.1 Additional Securities Purchase Agreement by and among the Purchasers and Seller, effective as of April 10, 2025. | ||
| 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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