Filing Details
- Accession Number:
- 0001829126-25-004047
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-28 20:00:00
- Filed By:
- Cao Yu
- Company:
- Fiee Inc. (NASDAQ:MINM)
- Filing Date:
- 2025-05-29
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Cao Yu | 3,189,532 | 0 | 2,142,891 | 0 | 3,189,532 | 40.7% |
| Hu Bin | 2,056,705 | 0 | 1,411,184 | 0 | 2,056,705 | 27.7% |
| Youxin Consulting Limited | 343,774 | 0 | 343,774 | 0 | 343,774 | 5.2% |
| Li Wai Chung | 343,774 | 0 | 343,774 | 0 | 343,774 | 5.2% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
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) |
05/09/2025 (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
3,189,532.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.7 % | ||||||||
| 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) 1,604,166 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, and (ii) 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, and (ii) 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
2,056,705.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.7 % | ||||||||
| 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, and (ii) 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, and (ii) 1,585,366 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
343,774.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 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 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. 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
343,774.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 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 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. 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. 3 to the Schedule 13D ("Amendment No. 3") 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 and Amendment No. 2, filed on May 13, 2025, the "Schedule 13D"). This Amendment No. 3 is being filed to (i) update Item 6 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%) as a result of the change in the number of shares of Common Stock outstanding. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 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 May 9, 2025, Cao Yu, Hu Bin, Youxin Consulting Limited (each a "Voting Agreement Stockholder" and, collectively, the "Voting Agreement Stockholders") and David Elliot Lazar entered into a Voting Agreement (the "Voting Agreement") pursuant to which each Voting Agreement Stockholder irrevocably and unconditionally agreed to vote all capital stock of the Issuer beneficially owned by such Voting Agreement Stockholder in favor of approving the conversion of the Unsecured Promissory Note issued to David Elliot Lazar on February 18, 2025 into shares of Common Stock (the "Conversion") at every meeting of the stockholders of the Issuer at which such matter is considered and at every adjournment or postponement thereof. The Voting Agreement will terminate upon the earlier of (i) the Conversion or (ii) December 31, 2025.
The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the reference to the Voting Agreement, which is filed as an exhibit to this Schedule 13D and is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement, dated May 29, 2025, by and among the Reporting Persons (filed herewith).
Exhibit 99.1: Voting Agreement, dated as of May 9, 2025, by and among Cao Yu, Hu Bin, Youxin Consulting Limited and David Elliot Lazar (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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