Form SCHEDULE 13D/A FiEE, Inc. Filed by: Elements Corporate Services Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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FiEE, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(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) |
04/30/2026 (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
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
38 % | ||||||||
| 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. 1 to the Schedule 13D ("Amendment No. 1") are based on 8,405,111 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 8,328,598 shares of Common Stock outstanding as of April 27, 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 beneficially owned by Elements.
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
38 % | ||||||||
| 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. 1 are based on 8,405,111 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of8,328,598 shares of Common Stock outstanding as of April 27, 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 beneficially owned by Wong Man Ching.
SCHEDULE 13D
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| 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. 1 amends and supplements the Schedule 13D filed by Elements and Wong Man Ching (collectively, the "Reporting Persons") on February 12, 2026 (the "Schedule 13D"). This Amendment No. 1 is being filed solely due to an increase in the Issuer's total number of outstanding shares of Common Stock and not as a result of any transactions by the Reporting Persons. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Amendment No. 1 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. 1 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. 1, 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 Amendment No. 1. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Joint Filing Agreement, dated May 4, 2026. | ||
| 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.
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ATTACHMENTS / EXHIBITS