FiEE (NASDAQ: FIEE) investors detail 13D stakes after share rise

Rhea-AI Filing Summary

FiEE, Inc. investors filed Amendment No. 5 to their Schedule 13D to update their reported stakes after an increase in FiEE’s outstanding common shares, without any new transactions by these holders. The filing shows that Cao Yu beneficially owns 4,615,012 shares of common stock, representing 42.1% of the class, while Hu Bin beneficially owns 3,125,745 shares, or 30.6%. Youxin Consulting Ltd. and Li Wai Chung each report beneficial ownership of 649,254 shares, or 7.6% of the common stock. These positions combine common shares, preferred stock convertible into common at a 1.4-to-1 ratio, and warrants to purchase common shares. The Series A Convertible Preferred Stock is subject to a “Preferred Blocker” that limits conversion to no more than 19.99% of the common shares outstanding immediately before the preferred was issued, capping certain conversions at 557,525 common shares. Percentages are based on 7,934,122 common shares outstanding as of January 7, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

12/11/2025

(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:

7	Sole Voting Power 4,615,012.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,568,371.00
10	Shared Dispositive Power 0.00

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)

42.1 %

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:

7	Sole Voting Power 3,125,745.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,480,224.00
10	Shared Dispositive Power 0.00

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)

30.6 %

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 Ltd.

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:

7	Sole Voting Power 649,254.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 649,254.00
10	Shared Dispositive Power 0.00

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)

7.6 %

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:

7	Sole Voting Power 649,254.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 649,254.00
10	Shared Dispositive Power 0.00

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)

7.6 %

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. 5 to the Schedule 13D ("Amendment No. 5") 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, Amendment No. 3 filed on May 29, 2025 and Amendment No. 4 filed on August 25, 2025, the "Schedule 13D"). This Amendment No. 5 is being filed solely due to an increase in the Issuer's total number of outstanding shares of Common Stock and not as a result of any transactions by the Reporting Persons. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Persons. The aggregate percentage of shares of Common Stock reported owned by each Reporting Person is based on 7,934,122 shares of Common Stock outstanding as of January 7, 2026.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	The Reporting Persons have not effected any transactions in the Issuer's securities within the past 60 days preceding the date of this Schedule 13D.
(d)	No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 -- Joint Filing Agreement, dated January 8, 2026, 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.

Cao Yu

Signature:	/s/ Cao Yu
Name/Title:	Cao Yu
Date:	01/08/2026

Hu Bin

Signature:	/s/ Hu Bin
Name/Title:	Hu Bin
Date:	01/08/2026

Youxin Consulting Ltd.

Signature:	/s/ Li Wai Chung
Name/Title:	Li Wai Chung
Date:	01/08/2026

Li Wai Chung

Signature:	/s/ Li Wai Chung
Name/Title:	Li Wai Chung
Date:	01/08/2026

FAQ

What does FiEE (FIEE) Amendment No. 5 to Schedule 13D report?

Amendment No. 5 updates the reported ownership stakes of Cao Yu, Hu Bin, Youxin Consulting Ltd., and Li Wai Chung in FiEE, Inc. after an increase in the company’s outstanding common shares. It states that the changes are due solely to the higher share count, not to any new transactions by these reporting persons.

How many FiEE (FIEE) shares are outstanding and used for the ownership calculations?

The reported percentages are based on 7,934,122 shares of FiEE common stock outstanding as of January 7, 2026. Each reporting person’s percentage ownership is calculated using this share count as the denominator.

What are the reported ownership stakes of the main FiEE (FIEE) investors in this filing?

Cao Yu reports beneficial ownership of 4,615,012 shares of common stock, or 42.1% of the class. Hu Bin reports 3,125,745 shares, or 30.6%. Youxin Consulting Ltd. and Li Wai Chung each report 649,254 shares, representing 7.6% of the common stock.

How are the FiEE (FIEE) beneficial ownership totals for each reporting person constructed?

The beneficial ownership figures combine common shares, Series A Convertible Preferred Stock that is convertible into common stock at a 1.4-to-1 ratio, and warrants to purchase common stock. For example, Cao Yu’s total includes common shares, common shares issuable upon preferred stock conversion, and common shares issuable upon warrant exercise.

What is the FiEE (FIEE) Series A Convertible Preferred Stock "Preferred Blocker"?

The Preferred Blocker limits the Series A Convertible Preferred Stock so it cannot be converted into more than 19.99% of the number of common shares outstanding immediately before the preferred was first issued. In the notes, this cap is described as restricting aggregate conversion to no more than 557,525 common shares in certain cases.

Have the FiEE (FIEE) reporting persons made recent trades in the company’s securities?

The filing states that the reporting persons have not effected any transactions in FiEE’s securities during the 60 days preceding the date of this amendment. The update is instead tied to changes in FiEE’s total outstanding common shares.

Who are the reporting persons in the FiEE (FIEE) Schedule 13D/A Amendment No. 5?

The reporting persons are Cao Yu (a Chinese citizen), Hu Bin (a German citizen), Youxin Consulting Ltd. (organized in Hong Kong), and Li Wai Chung (a Hong Kong citizen). They have entered into a Joint Filing Agreement dated January 8, 2026.