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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001829126-25-004047 0002054128 XXXXXXXX LIVE 4 Common Stock, $0.01 par value 06/23/2025 false 0001467761 60365W102 FiEE, Inc. Flat A1, 29/F, Block A TML Tower, 3 Hoi Shing Road Tsuen Wan K3 00000 Cao Yu 86 152 5004 8607 Room 802, Building 47, Rongcheng Garden, Xiangcheng District, Suzhou City F4 215100 0002054128 N Cao Yu PF N F4 4615012.00 0.00 3568371.00 0.00 4615012.00 N 49.9 IN 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. 0002053987 N Hu Bin PF N 2M 3125745.00 0.00 2480224.00 0.00 3125745.00 N 36.8 IN 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. 0002053977 N Youxin Consulting Limited WC N K3 649254.00 0.00 649254.00 0.00 649254.00 N 9.4 CO 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. 0002056059 N Li Wai Chung WC N K3 649254.00 0.00 649254.00 0.00 649254.00 N 9.4 CO 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. Common Stock, $0.01 par value FiEE, Inc. Flat A1, 29/F, Block A TML Tower, 3 Hoi Shing Road Tsuen Wan K3 00000 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 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. Exhibit 1: Joint Filing Agreement, dated August 25, 2025, by and among the Reporting Persons (filed herewith). Cao Yu /s/ Cao Yu Cao Yu 08/25/2025 Hu Bin /s/ Hu Bin Hu Bin 08/25/2025 Youxin Consulting Limited /s/ Li Wai Chung Li Wai Chung 08/25/2025 Li Wai Chung /s/ Li Wai Chung Li Wai Chung 08/25/2025