Elements, Wong report 37.1% stake in FiEE

Elements Corporate Services and Wong Man Ching report a 37.1% beneficial stake in FiEE, Inc., with economics held by Hana under a trust while voting power remains with Elements.

Rhea-AI Filing Summary

FiEE, Inc. (FIEE) is reported to have approximately 37.1% of its common stock beneficially owned by Elements Corporate Services Ltd. and Wong Man Ching, together the reporting persons. This stake covers 3,196,343 shares of common stock, including 76,513 shares issuable from Series A Convertible Preferred Stock.

Those preferred shares are currently convertible at a 1.4-to-1 ratio into common stock and vote on an as-converted basis. On September 8, 2026, Elements entered into a Trust Entrustment Agreement with Hana International Investment Limited, under which Hana holds the material economic interests in these shares, while Elements currently retains exclusive voting and investment (dispositive) control unless Hana gives at least 61 days’ written waiver or termination notice.

Key Figures

Beneficial ownership stake: 37.1% Shares beneficially owned: 3,196,343 shares Common shares outstanding baseline: 8,528,598 shares +5 more

8 metrics

Beneficial ownership stake 37.1% Percent of FiEE common stock beneficially owned by the reporting persons

Shares beneficially owned 3,196,343 shares Aggregate FiEE common shares beneficially owned by each reporting person

Common shares outstanding baseline 8,528,598 shares FiEE common stock outstanding as of August 12, 2026 per Form 10-Q

Shares deemed outstanding for 13D 8,605,111 shares Outstanding plus 76,513 shares issuable upon conversion of Series A held by reporting persons

Convertible preferred shares held 54,652 shares Series A Convertible Preferred Stock held, convertible into common at stated ratio

Common shares issuable on conversion 76,513 shares FiEE common stock issuable from the held Series A Convertible Preferred Stock

Notice period for waiver/termination 61 days Minimum prior written notice Hana must give to change voting control or terminate trust

Reported common shares (non-convertible) 3,119,830 shares FiEE common stock (excluding conversion shares) beneficially owned by the reporting persons

Key Terms

beneficially owned, dispositive power, Trust Entrustment Agreement, economic beneficiary, +2 more

6 terms

beneficially owned financial

"The above-referenced shares of common stock ... are beneficially owned by Elements Corporate Services Limited"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"Such voting and/or investment control includes both voting power and investment (dispositive) power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Trust Entrustment Agreement financial

"On September 8, 2026, Elements entered into the Trust Entrustment Agreement with Hana"

economic beneficiary financial

"all material interests in the Underlying Shares belong to Hana as economic beneficiary"

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

"shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)"

Series A Convertible Preferred Stock financial

"shares of Series A Convertible Preferred Stock, $0.001 par value per share"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of FiEE, Inc. (FIEE) do Elements Corporate Services and Wong Man Ching beneficially own?

They report beneficial ownership of 3,196,343 shares of FiEE common stock, representing 37.1% of the class, based on 8,605,111 shares of common stock deemed outstanding under Rule 13d-3(d)(1).

What securities make up the reported 3,196,343 shares in FiEE (FIEE)?

The holding consists of 3,119,830 FiEE common shares plus 76,513 common shares issuable upon conversion of 54,652 shares of Series A Convertible Preferred Stock at a 1.4-to-1 conversion ratio.

Who has voting and dispositive power over the FiEE (FIEE) shares reported?

Elements Corporate Services Ltd. reports 0 sole and 3,196,343 shared voting power, and 0 sole and 3,196,343 shared dispositive power. Hana International Investment Limited currently has no voting or dispositive power over these shares.

What is the role of Hana International Investment Limited in relation to FiEE (FIEE) shares?

Under the Trust Entrustment Agreement, Hana is the economic beneficiary of the Underlying Shares, entitled to all dividends, distributions, and sale proceeds, while Elements holds the shares as nominee and trustee with current voting and investment control.

Have Elements or Wong Man Ching traded FiEE (FIEE) securities recently?

The reporting persons state that, except as reported in this amendment, they have not effected any transactions in FiEE’s securities within the past 60 days.

Can Hana obtain voting control over the FiEE (FIEE) shares in the future?

Yes. Hana may deliver at least 61 days’ prior written notice of waiver to Elements. From the specified Waiver Effective Date, Elements’ voting and investment control would cease to apply and the trust may then be adjusted or terminated as described.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 04:28 PM Accepted by SEC EDGAR 09/10/2026 - 04:28 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

FiEE, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

60365W102

(CUSIP Number)

Elements Corporate Svcs. Ltd.
Room 1604, 16/F, OfficePlus @Sheung Wan, 93-103 Wing Lok Street
Sheung Wan, K3, 00000
852-2175-3988

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/08/2026

(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

Elements Corporate Services 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 0.00
8	Shared Voting Power 3,196,343.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,196,343.00

11

Aggregate amount beneficially owned by each reporting person

3,196,343.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Rows 8, 10 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 Elements Corporate Services Limited, a Hong Kong limited company ("Elements"), consist of (i) 76,513 shares of Common Stock issuable upon conversion of 54,652 shares of Series A Convertible Preferred Stock, $0.001 par value per share (the "Series A Convertible Preferred Stock"), which are currently 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") and (ii) 3,119,830 shares of 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. 2 to the Schedule 13D ("Amendment No. 2") are based on 8,605,111 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, calculated as the sum of 8,528,598 shares of Common Stock outstanding as of August 12, 2026 according to the Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on August 14, 2026 (the "Form 10-Q"), plus 76,513 shares of Common Stock that are issuable upon conversion of the Series A Convertible Preferred Stock beneficially owned by Elements.

SCHEDULE 13D

CUSIP Number(s): 60365W102

1

Name of reporting person

Wong Man Ching

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)

OO

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 0.00
8	Shared Voting Power 3,196,343.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,196,343.00

11

Aggregate amount beneficially owned by each reporting person

3,196,343.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: The above-referenced shares of Common Stock beneficially owned by Wong Man Ching consist of (i) 76,513 shares of Common Stock issuable upon conversion of 54,652 shares of Series A Convertible Preferred Stock, which are currently convertible into shares of Common Stock per the Ratio and (ii) 3,119,830 shares of 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. 2 are based on 8,605,111 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of 8,528,598 shares of Common Stock outstanding as of August 12, 2026 according to the Form 10-Q, plus 76,513 shares of Common Stock that are issuable upon conversion of the Series A Convertible Preferred Stock beneficially owned by Wong Man Ching.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(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. 2 amends and supplements the Schedule 13D filed by Elements and Wong Man Ching (collectively, the "Reporting Persons") on February 12, 2026, as amended by Amendment No. 1 thereto filed on May 4, 2026 (as so amended, the "Schedule 13D"). This Amendment No. 2 is being filed to reflect the Reporting Persons' entry into the Trust Agreement (as defined below) and to update the number of shares of Common Stock outstanding used to calculate the percentage ownership of the Reporting Persons. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in Item 3 and Item 6 of this Schedule 13D is incorporated herein by reference. On September 8, 2026, Elements entered into a Trust Entrustment Agreement (the "Trust Agreement") with Hana International Investment Limited, a British Virgin Islands company ("Hana"), as described in Item 6 below, pursuant to which Hana engaged Elements as nominee and trustee to hold the Underlying Shares (as defined below), with Hana retaining all material economic interests therein and Elements retaining voting and/or investment control over the Underlying Shares, in each case as more fully described in Item 6. Except as described herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate, in the future, plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4. The shares of Common Stock beneficially owned by the Reporting Persons are held for general investment purposes. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other securities of the Issuer that they may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Amendment No. 2 for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Persons.
(b)	See rows (7) through (10) of the cover pages to this Amendment No. 2 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)	Except as reported on this Amendment No. 2, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days.
(d)	Except as otherwise described herein, to the knowledge of the Reporting Persons, only the Reporting Persons and Hana (as described below in Item 6) have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported by this Amendment No. 2.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On September 8, 2026, Elements entered into the Trust Agreement with Hana, pursuant to which Hana, as principal, engaged Elements, as nominee and trustee, to hold in Elements' name the shares of Common Stock and Series A Convertible Preferred Stock beneficially owned by Elements and reported on this Amendment No. 2 (the "Underlying Shares"). Under the Trust Agreement, all material interests in the Underlying Shares belong to Hana as economic beneficiary, including the right to receive all dividends, distributions and proceeds with respect to the Underlying Shares. Pursuant to the Trust Agreement, Elements is obligated to transfer all dividends, distributions and proceeds received with respect to the Underlying Shares to the account designated by Hana. Hana has granted Elements voting and/or investment control over the Underlying Shares. Such voting and/or investment control includes both voting power and investment (dispositive) power with respect to the Underlying Shares and is and shall remain vested exclusively in Elements unless and until Hana delivers at least sixty-one (61) days' prior written notice of waiver to Elements, whereupon such voting and/or investment control shall cease to apply from and after the effective date specified in such notice (the "Waiver Effective Date"). For the avoidance of doubt, Hana does not currently hold voting power or dispositive power with respect to the Underlying Shares and may not exercise such powers prior to the Waiver Effective Date. The trust terminates upon the transfer of all Underlying Shares or upon at least sixty-one (61) days' prior written notice of termination delivered by Hana to Elements, upon which Elements shall promptly transfer the Underlying Shares and any proceeds thereof to the account designated by Hana. The foregoing description of the Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Trust Agreement, which is filed as Exhibit B to this Amendment No. 2 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Joint Filing Agreement, dated May 4, 2026 (incorporated by reference to Exhibit A to Amendment No. 1 to the Schedule 13D filed on May 4, 2026). Exhibit B -Trust Entrustment Agreement, dated September 8, 2026, by and between Hana International Investment Limited and Elements Corporate Services Limited. * *Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Reporting Persons agree to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request. Certain personally identifiable information has been redacted from this exhibit.

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.

Elements Corporate Services Ltd

Signature:	/s/ Wong Man Ching
Name/Title:	Wong Man Ching, Sole Director
Date:	09/10/2026

Wong Man Ching

Signature:	/s/ Wong Man Ching
Name/Title:	Wong Man Ching
Date:	09/10/2026