MINM Schedule 13D/A Reports Warrants and High Beneficial Ownership

Rhea-AI Filing Summary

Amendment No. 4 to a Schedule 13D reports updated ownership and transaction details for FiEE, Inc. The filing is by four reporting persons: Cao Yu, Hu Bin, Youxin Consulting Limited and Li Wai Chung. It states the reporting persons acquired warrants and preferred-stock-convertible interests through previously disclosed purchase agreements. As of this amendment, Cao Yu beneficially owns 4,615,012 shares (49.9%), Hu Bin 3,125,745 shares (36.8%), and Youxin Consulting and Li Wai Chung each 649,254 shares (9.4%). The amendment notes warrants acquired: Cao Yu 1,425,480 warrants, Hu Bin 1,069,040 warrants, and Youxin Consulting 305,480 warrants. On June 23, 2025, disinterested directors approved allowing a Warrant to remain outstanding. The filing attaches a Joint Filing Agreement dated August 25, 2025.

Insights

Financial Analyst

TL;DR Ownership stakes and warrant holdings materially disclosed; filings clarify conversion limits and voting treatment.

The amendment transparently updates beneficial ownership and specifies the composition of reported shares including common stock, warrants, and convertible preferred stock. It clearly states a Preferred Blocker limiting conversion to no more than 19.99% per original issuance, which constrains maximum convertible shares noted in the filing. The June 23, 2025 board action permitting a Warrant to remain outstanding is documented without additional economic terms. This disclosure reduces informational asymmetry about control and conversion mechanics.

Corporate Governance Expert

TL;DR Filing documents concentrated ownership and board approval regarding warrant treatment.

The statement highlights concentrated beneficial ownership with one reporting person at 49.9% and others holding significant percentages. It records board unanimous consent to allow a Warrant to remain outstanding after prior agreements contemplated surrender, which is material to capital structure and shareholder voting dynamics. The Joint Filing Agreement filed as an exhibit formalizes coordinated reporting among the filers.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

06/23/2025

(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)

49.9 %

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)

36.8 %

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 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:

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)

9.4 %

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)

9.4 %

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. 4 to the Schedule 13D ("Amendment No. 4") 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, and Amendment No. 3, filed on May 29, 2025, the "Schedule 13D"). This Amendment No. 4 is being filed to (i) update Item 4 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%). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: As previously disclosed, on February 18, 2025, the Issuer entered into the February 18, 2025 SPA with Seller and Purchasers, whereby Seller sold to the Purchasers (i) 2,219,447 shares of Preferred Stock, (ii) the Warrant and (iii) the Lazar Receivables and on May 9, 2025, the Issuer entered into a Second Amended and Restated Securities Purchase Agreement with Seller and Purchasers pursuant to which, among other things, the Purchasers agreed to surrender the Warrant to the Issuer for cancellation. On June 23, 2025, the disinterested directors on the Board of Directors of the Issuer independently deemed it advisable and in the best interest of the Issuer to allow the Warrant to remain outstanding, which such decision was approved by unanimous consent of the entire Board of Directors. As a result of the transactions described above: Cau Yu acquired warrants to purchase 1,425,480 shares of Common Stock; Hu Bin acquired warrants to purchase 1,069,040 shares of Common Stock and Youxin Consulting Limited acquired warrants to purchase 305,480 shares of Common Stock.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement, dated August 25, 2025, 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:	08/25/2025

Hu Bin

Signature:	/s/ Hu Bin
Name/Title:	Hu Bin
Date:	08/25/2025

Youxin Consulting Limited

Signature:	/s/ Li Wai Chung
Name/Title:	Li Wai Chung
Date:	08/25/2025

Li Wai Chung

Signature:	/s/ Li Wai Chung
Name/Title:	Li Wai Chung
Date:	08/25/2025

FAQ

What ownership percentages does the Schedule 13D/A report for MINM?

The filing reports Cao Yu 49.9%, Hu Bin 36.8%, and Youxin Consulting and Li Wai Chung each 9.4% beneficial ownership.

How many warrants were acquired by the reporting persons in the transaction?

The amendment reports warrants of 1,425,480 for Cao Yu, 1,069,040 for Hu Bin, and 305,480 for Youxin Consulting Limited.

What is the Preferred Blocker described in the filing?

The filing states the Series A Convertible Preferred Stock cannot convert in the aggregate into more than a capped number of shares, limiting conversion to no more than 19.99% per original issuance, which reduces convertible share counts reported.

Did the board take any action related to the Warrant?

Yes. On June 23, 2025 the disinterested directors independently deemed it advisable to allow the Warrant to remain outstanding and approved that decision by unanimous consent.

Is there a joint filing agreement among the reporting persons?

Yes. Exhibit 1 is a Joint Filing Agreement dated August 25, 2025 filed with this amendment.