Yu Cao Form 3 FiEE / Cao Yu ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Yu Cao

(Last) (First) (Middle)

ROOM 802, BUILDING 47

RONGCHENG GARDEN, XIANGCHENG DISTRICT

(Street)

SUZHOU F4 215100

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2025

3. Issuer Name and Ticker or Trading Symbol
FiEE, Inc. [ MINM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	02/18/2025	(1)	Common Stock	1,581,888	(1)	D
Warrant	02/18/2025	(2)	Common Stock	1,425,480	1(2)	D

Explanation of Responses:

1. The Reporting Person's Series A Convertible Preferred Stock 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, subject to a 19.99% beneficial ownership limitation. Series A Convertible Preferred Stock vote on matters of the Issuer on an as-converted basis, without regard to such beneficial ownership limitation. The right to convert does not expire.

2. The warrant does not have an expiration date. The right of the Reporting Person to receive the underlying shares of common stock of the warrant is subject to a 19.99% beneficial ownership limitation.

	/s/ Yu Cao	02/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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