UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
On December 2, 2025, FiEE, Inc. (the “Company) filed a Current Report on Form 8-K (the “Initial Form 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”) to report that it had completed the acquisition of (i) all of the outstanding equity interests of Houren-Geiju Kabushikikaisha, a company organized under the laws of Japan (“Houren-Geiju”), pursuant to the Share Purchase Agreement, dated November 27, 2025, by and among the Company, Yang Zhiqin, and Lin Lin and (ii) all of the assets owned by Houren-Geiju, pursuant to a Technology Transfer Agreement, dated November 27, 2025, by and between the Company and Lin Lin (collectively, the Transactions”).
The pro forma financial information included in this Amendment No. 1 to the Initial Form 8-K (this “Amendment No. 1”) has been filed with the SEC to amend and supplement the Initial Form 8-K, the purpose of which is to provide the financial statements and pro forma financial information required by Item 9.01, which are filed as exhibits hereto and are incorporated herein by reference. It does not purport to represent the actual results of operations that the Company and Houren-Geiju would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Transactions. Except as described above, this Amendment No. 1 does not otherwise amend, modify, or update the disclosures contained in the Initial Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses or Funds Acquired |
The audited financial statements of Houren-Geiju as of December 31, 2024 and for the period from October 25, 2024 (inception) to December 31, 2024 and the related notes thereto, together with the report of WWC, P.C., Houren-Geiju’s independent auditor, concerning those financial statements and related notes, and the unaudited interim condensed financial statements as of and for the nine months ended September 30, 2025 and the related notes thereto are filed as Exhibit 99.1 to this Amendment No. 1 and are incorporated herein by reference.
| (b) | Pro Forma Financial Information |
The unaudited pro forma condensed combined balance sheet of the Company and Houren-Geiju as of September 30, 2025, and the unaudited pro forma condensed combined statements of operations of the Company and Houren-Geiju for the nine months ended September 30, 2025 and for the period from October 25, 2024 (inception) to December 31, 2024, including the related notes thereto, giving effect to the Transactions, are filed as Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by reference.
| (d) | Exhibits |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIEE, INC. | ||
| Date: January 28, 2026 | By: | /s/ Li Wai Chung |
| Li Wai Chung | ||
| Chief Executive Officer and President | ||
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