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) |
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)
![]() ![]() | ||||||||
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 |
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)
![]() ![]() | ||||||||
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 |
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)
![]() ![]() | ||||||||
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 |
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)
![]() ![]() | ||||||||
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 |
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.
|
|
|
|
|
|
|
|
|