[SCHEDULE 13D/A] FiEE, Inc. Amended Major Shareholder Report

Rhea-AI Filing Summary

FiEE, Inc.'s major investors updated their ownership and disclosed new equity awards. Cao Yu reports beneficial ownership of 4,615,012 shares of Common Stock, representing 40.6% of the class, including shares issuable from Series A Convertible Preferred Stock and warrants, subject to a 19.99% conversion cap on the preferred.

Hu Bin reports beneficial ownership of 3,125,745 shares, or 29.5% of the Common Stock, while Youxin Consulting Ltd. and Li Wai Chung each report 649,254 shares, or 7.2%. The company’s latest Form 10-Q shows 8,328,598 shares of Common Stock outstanding. The filing also notes Board-approved grants of 143,561 restricted stock units to each of Cao Yu and Li Wai Chung under the 2025 Equity Incentive Plan, vesting over three years.

Key Figures

Cao Yu beneficial ownership: 4,615,012 shares (40.6%) Hu Bin beneficial ownership: 3,125,745 shares (29.5%) Youxin & Li Wai Chung stakes: 649,254 shares each (7.2%) +5 more

8 metrics

Cao Yu beneficial ownership 4,615,012 shares (40.6%) Common Stock deemed outstanding under Rule 13d-3(d)(1)

Hu Bin beneficial ownership 3,125,745 shares (29.5%) Common Stock deemed outstanding under Rule 13d-3(d)(1)

Youxin & Li Wai Chung stakes 649,254 shares each (7.2%) Beneficial ownership of Common Stock for each reporting person

Common shares outstanding 8,328,598 shares Common Stock outstanding per Form 10-Q used for calculations

Preferred Blocker limit 19.99% of outstanding Common Cap on Series A Convertible Preferred Stock conversion

RSUs granted 143,561 RSUs each Awards to Cao Yu and Li Wai Chung under 2025 Equity Incentive Plan

Cao Yu conversion component 1,604,166 shares Common shares issuable from 1,145,833 Series A Convertible Preferred shares

Hu Bin conversion component 1,203,046 shares Common shares issuable from 859,319 Series A Convertible Preferred shares

Key Terms

Series A Convertible Preferred Stock, Preferred Blocker, restricted stock units, Rule 13d-3(d)(1), +1 more

5 terms

Series A Convertible Preferred Stock financial

"shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Preferred Blocker regulatory

"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")"

restricted stock units financial

"granted restricted stock units ("RSUs") to Li Wai Chung and Cao Yu pursuant to FiEE, Inc. 2025 Equity Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 13d-3(d)(1) regulatory

"shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934"

Equity Incentive Plan financial

"pursuant to FiEE, Inc. 2025 Equity Incentive Plan (the "Plan")"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

05/12/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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)

40.6 %

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, $0.01 par value per share (the "Common Stock"), of FiEE, Inc. (the "Issuer") beneficially owned by Cao Yu 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 (the "Ratio"), (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 Cao Yu consist of (i) 557,525 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock per the Ratio, (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. Note to Row 13: The percentages reported in this Amendment No. 7 to the Schedule 13D ("Amendment No. 7") are based on 11,358,244 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) ("Rule 13d-3(d)(1)") of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), calculated as the sum of 8,328,598 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on April 30, 2026 (the "Form 10-Q"), plus (i) 1,604,166 shares of Common Stock that are issuable upon conversion of the Series A Convertible Preferred Stock held by Cao Yu and (ii) 1,425,480 shares of Common Stock that are issuable upon the exercise of warrants to purchase Common Stock held by Cao Yu.

SCHEDULE 13D

CUSIP Number(s): 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)

29.5 %

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 Hu Bin 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 per the Ratio, (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 Hu Bin 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. Note to Row 13: The percentages reported in this Amendment No. 7 are based on 10,600,684 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of 8,328,598 shares of Common Stock outstanding according to the Form 10-Q, plus (i) 1,203,046 shares of Common Stock that are issuable upon conversion of the Series A Convertible Preferred Stock held by Hu Bin and (ii) 1,069,040 shares of Common Stock that are issuable upon the exercise of warrants to purchase Common Stock held by Hu Bin.

SCHEDULE 13D

CUSIP Number(s): 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)

7.2 %

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 Youxin Consulting Limited ("Youxin Consulting") 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 per the Ratio 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. Note to Row 13: The percentages reported in this Amendment No. 7 are based on 8,977,852 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of 8,328,598 shares of Common Stock outstanding according to the Form 10-Q, plus (i) 343,774 shares of Common Stock that are issuable upon conversion of the Series A Convertible Preferred Stock held by Youxin Consulting and (ii) 305,480 shares of Common Stock that are issuable upon the exercise of warrants to purchase Common Stock held by Youxin Consulting.

SCHEDULE 13D

CUSIP Number(s): 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)

7.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 7, 9 and 11: The above-referenced shares of Common Stock beneficially owned by Li Wai Chung 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 per the Ratio 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. Note to Row 13: The percentages reported in this Amendment No. 7 are based on 8,977,852 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of 8,328,598 shares of Common Stock outstanding according to the Form 10-Q, plus (i) 343,774 shares of Common Stock that are issuable upon conversion of the Series A Convertible Preferred Stock held by Li Wai Chung and (ii) 305,480 shares of Common Stock that are issuable upon the exercise of warrants to purchase Common Stock held by Li Wai Chung.

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: 3-33, 2-chome Utajima, Nishiyodogawa District, Osaka, JAPAN , 00000.
Item 1 Comment: This Amendment No. 7 amends and supplements the Schedule 13D filed by Cao Yu, Hu Bin, Youxin Consulting 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, Amendment No. 4, filed on August 25, 2025, Amendment No. 5, filed on January 8, 2026, and Amendment No. 6, filed on May 4, 2026, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 7 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 of the Schedule 13D is hereby supplemented to add the following: On May 12, 2026, the Board of Directors of the Issuer (the "Board"), based upon the recommendation of the Compensation Committee of the Board, granted restricted stock units ("RSUs") to Li Wai Chung and Cao Yu pursuant to FiEE, Inc. 2025 Equity Incentive Plan (the "Plan"). Under the terms of the grants, Li Wai Chung and Cao Yu each received 143,561 RSUs. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs are scheduled to vest as follows: 30% on the first anniversary of the grant date, 30% on the second anniversary of the grant date, and the remaining 40% on the third anniversary of the grant date, subject to the respective recipient's continued employment through each applicable vesting date.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on May 13, 2026).

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:	05/22/2026

Hu Bin

Signature:	/s/ Hu Bin
Name/Title:	Hu Bin
Date:	05/22/2026

Youxin Consulting Ltd.

Signature:	/s/ Li Wai Chung
Name/Title:	Li Wai Chung
Date:	05/22/2026

Li Wai Chung

Signature:	/s/ Li Wai Chung
Name/Title:	Li Wai Chung
Date:	05/22/2026

FAQ

What ownership stake does Cao Yu report in FiEE (FIEE)?

Cao Yu reports beneficial ownership of 4,615,012 FiEE Common shares, equal to 40.6% of the class. This includes existing Common Stock, warrants, and Series A Convertible Preferred Stock calculated on an as-converted basis under Rule 13d-3(d)(1).

How many FiEE (FIEE) shares does Hu Bin beneficially own?

Hu Bin reports beneficial ownership of 3,125,745 shares of FiEE Common Stock, representing 29.5% of the class. The position includes Common shares, warrants, and Series A Convertible Preferred Stock deemed outstanding under Rule 13d-3(d)(1).

What is the Preferred Blocker described in the FiEE (FIEE) filing?

The Preferred Blocker limits Series A Convertible Preferred Stock so it cannot convert into more than 19.99% of Common Stock outstanding before its original issuance. For Cao Yu and Hu Bin, this caps convertibility at 557,525 Common shares each.

How many restricted stock units did FiEE (FIEE) grant to Cao Yu and Li Wai Chung?

FiEE granted 143,561 restricted stock units each to Cao Yu and Li Wai Chung under the 2025 Equity Incentive Plan. Each unit equals one Common share and vests 30%, 30%, and 40% on the first three anniversaries, subject to continued employment.

What is the current FiEE (FIEE) Common Stock share count used in this filing?

The filing bases ownership percentages on 8,328,598 FiEE Common shares outstanding, taken from the company’s Form 10-Q. Deemed outstanding share counts are then adjusted by adding shares issuable from preferred stock and warrants held by each reporting person.

What stakes do Youxin Consulting Ltd. and Li Wai Chung hold in FiEE (FIEE)?

Youxin Consulting Ltd. and Li Wai Chung each report beneficial ownership of 649,254 FiEE Common shares, or 7.2% of the class. Their positions comprise Series A Convertible Preferred Stock on an as-converted basis and warrants to purchase additional Common Stock.