Large FiEE (FIEE) stake: investor reports 39.9% beneficial ownership

Rhea-AI Filing Summary

Elements Corporate Services Ltd and Wong Man Ching report a 39.9% beneficial stake in FiEE, Inc. common stock, totaling 3,196,343 shares. This includes 3,119,830 common shares and 76,513 shares issuable from 54,652 shares of Series A Convertible Preferred Stock, which convert at a 1.4-to-1 ratio and vote on an as-converted basis.

The ownership percentage is calculated against 8,010,635 common shares deemed outstanding, based on 7,934,122 shares outstanding as of February 10, 2026 plus the convertible preferred shares held by Elements. The stake was acquired for an aggregate purchase price of $4,130,534.20 under a Securities Purchase Agreement with David Lazar.

Insights

Equity ownership and governance analyst

New 39.9% holder emerges in FiEE through structured purchases.

Elements Corporate Services Ltd and Wong Man Ching disclose beneficial ownership of 3,196,343 FiEE common shares, representing 39.9% of the class. The position combines existing common stock with Series A Convertible Preferred Stock that is currently convertible and votes on an as-converted basis.

The filing details a Securities Purchase Agreement with David Lazar involving common shares, a warrant, a convertible note, and preferred stock, for aggregate consideration of $4,130,534.20. These instruments have already resulted in common share issuances and a sizable equity position.

The preferred stock is subject to a 19.99% cap relative to pre-issuance outstanding shares, limiting its conversion to 557,525 common shares. Future company disclosures covering any additional conversions or share sales by the reporting persons will shape how this large holding affects FiEE’s ownership structure over time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

02/10/2026

(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).

SCHEDULE 13D

CUSIP No. 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)

39.9 %

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"), consists 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 Schedule 13D are based on 8,010,635 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) ("Rule 13d-3(d)(1)") of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), calculated as the sum of 7,934,122 shares of Common Stock outstanding as of February 10, 2026 according to records of the Issuer, plus 76,513 shares of Common Stock that are issuable upon conversion of the Series A Convertible Preferred Stock held by Elements.

SCHEDULE 13D

CUSIP No. 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)

39.9 %

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 consists 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 Schedule 13D are based on 8,010,635 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of 7,934,122 shares of Common Stock outstanding as of February 10, 2026 according to records of the Issuer, plus 76,513 shares of Common Stock that are issuable upon conversion of the Series A Convertible Preferred Stock held by Elements.

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: Room 1604, 16/F, OfficePlus @Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, HONG KONG , 00000.
Item 2.	Identity and Background
(a)	This Schedule 13D is being jointly filed by Elements and Wong Man Ching (together with Elements, the "Reporting Persons").
(b)	The business address of each of the Reporting Persons is Room 1604, 16/F, OfficePlus @Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong.
(c)	The present principal business of Elements is that of a private investment entity, engaged in the purchase and sale of securities for investment for its own account. As the sole director and sole shareholder of Elements, Ms. Wong directs the voting and investment activities of Elements.
(d)	None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Elements is organized under the laws of Hong Kong, and Ms. Wong is a citizen of China.
Item 3.	Source and Amount of Funds or Other Consideration
	Elements is engaged in the purchase and sale of securities for investment on its own account. The source of funds for Elements and Ms. Wong is the investment capital of Elements. The Securities (as defined in Item 6 below) collectively owned by the Reporting Persons, as reported on this Schedule 13D, were purchased with the working capital of Elements pursuant to the Securities Purchase Agreement (as defined in Item 6 below) for the aggregate purchase price of $4,130,534.20.
Item 4.	Purpose of Transaction
	The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference. 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 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.
(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)	Except as reported on this Schedule 13D, 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 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 Schedule 13D.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On October 2, 2025, Elements and David Lazar (the "Seller") entered into a Securities Purchase Agreement (as amended by Amendment No. 1 to the Securities Purchase Agreement, dated as of December 31, 2025 and Amendment No. 2 to the Securities Purchase Agreement, dated as of January 8, 2026, the "Securities Purchase Agreement"), pursuant to which the Seller agreed to sell to Elements (i) 1,481,669 shares of Common Stock ("Seller Acquired Shares"), (ii) a warrant exercisable for up to 404,002 shares of Common Stock (the "Warrant") (which was exercised on a cashless basis for 402,347 shares of Common Stock on November 12, 2025), (iii) a convertible note, principal amount of $300,000, convertible into shares of Common Stock at a conversion price per share equal to $0.25 (the "Note") (which was automatically converted into 1,235,814 shares of Common Stock on October 27, 2025), and (iv) 54,652 shares of Series A Convertible Preferred Stock (the "Preferred Stock"), which are currently convertible into shares of Common Stock per the Ratio. The shares of 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 Preferred Stock; therefore, the Preferred Stock cannot, in the aggregate, convert into more than 557,525 shares of Common Stock. An initial closing occurred on October 3, 2025,a pursuant to which Seller assigned $238,300.25 of the principal amount of the Note to Elements for an initial purchase price of $1,239,161.30. On October 27, 2025, the Note automatically converted into shares of Common Stock pursuant to its terms, resulting in the issuance of 981,649 shares of Common Stock to Elements (the "Purchaser Note Shares") and 254,165 shares of Common Stock to Seller (the "Seller Note Shares"). On November 12, 2025, Seller exercised the Warrant on a cashless basis resulting in an issuance to Seller of 402,347 shares of Common Stock (the "Warrant Shares," and, together with the Preferred Stock, Seller Acquired Shares, Purchaser Note Shares and Seller Note Shares, the "Securities"). On February 10, 2026, a final closing occurred pursuant to which Seller sold to Elements the 54,652 shares of Preferred Stock, which are currently convertible into 76,513 shares of Common Stock per the Ratio, and 2,138,181 shares of Common Stock, including the Seller Acquired Shares, Warrant Shares, and Seller Note Shares, for an aggregate purchase price of $2,891,372.90.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Joint Filing Agreement, dated February 12, 2026. Exhibit B - Securities Purchase Agreement, dated as of October 2, 2025, by and among Elements and the Seller. Exhibit C - Amendment No. 1 to the Securities Purchase Agreement, dated as of December 31, 2025, by and among Elements and Seller. Exhibit D - Amendment No. 2 to the Securities Purchase Agreement, dated as of January 8, 2026, by and among Elements and Seller. Exhibit E - Note Assignment Agreement, dated as of October 3, 2025, by and among Elements and Seller.

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:	02/12/2026

Wong Man Ching

Signature:	/s/ Wong Man Ching
Name/Title:	Wong Man Ching
Date:	02/12/2026

FAQ

What ownership stake in FiEE (FIEE) do Elements Corporate Services and Wong Man Ching report?

They report beneficial ownership of 3,196,343 FiEE common shares, representing 39.9% of the outstanding class. This figure combines 3,119,830 common shares with 76,513 shares issuable from Series A Convertible Preferred Stock, calculated against 8,010,635 deemed outstanding shares.

How many FiEE (FIEE) shares are tied to the preferred stock held by Elements?

Elements holds 54,652 shares of Series A Convertible Preferred Stock, currently convertible into 76,513 FiEE common shares. The preferred converts at a 1.4-to-1 ratio and votes on an as-converted basis, contributing to the total 3,196,343 beneficially owned shares.

What is the total purchase price paid for FiEE (FIEE) securities by Elements and Wong Man Ching?

The reporting persons acquired their FiEE securities for an aggregate purchase price of $4,130,534.20. This amount covers common stock, a warrant, a convertible note, and Series A Convertible Preferred Stock purchased under a Securities Purchase Agreement with David Lazar.

How many FiEE (FIEE) common shares are considered outstanding in this Schedule 13D?

The ownership percentage is based on 8,010,635 FiEE common shares deemed outstanding. This total includes 7,934,122 shares outstanding as of February 10, 2026, plus 76,513 common shares issuable upon conversion of the preferred stock held by Elements.

What is the conversion cap on the FiEE (FIEE) Series A Convertible Preferred Stock?

The Series A Convertible Preferred Stock cannot convert into more than 19.99% of FiEE’s pre-issuance common shares. In total, the preferred stock is limited to converting into no more than 557,525 common shares, constraining potential additional dilution from this instrument.

What major instruments were involved in the FiEE (FIEE) Securities Purchase Agreement?

The agreement covered 1,481,669 common shares, a warrant, a $300,000 convertible note, and 54,652 preferred shares. The warrant and note have already led to additional common share issuances, and the preferred stock remains convertible under its stated ratio and cap.