SCHEDULE: Elements Corporate Services Acquires 39.9% Stake in FiEE, Inc.

Elements Corporate Services Limited and Wong Man Ching have acquired a significant 39.9% beneficial ownership in FiEE, Inc. for over $4.1 million, primarily for investment purposes.

Summary

• Elements Corporate Services Limited and Wong Man Ching (Reporting Persons) jointly acquired 3,196,343 shares of FiEE, Inc. Common Stock.
• This acquisition represents 39.9% of FiEE, Inc.'s outstanding Common Stock, based on 8,010,635 shares deemed outstanding as of February 10, 2026.
• The total purchase price for these securities was $4,130,534.20, funded by Elements' working capital.
• The acquired stake includes 3,119,830 shares of Common Stock and 54,652 shares of Series A Convertible Preferred Stock, convertible into an additional 76,513 shares of Common Stock.
• The transaction involved a Securities Purchase Agreement with David Lazar (the Seller), which was amended twice to extend the final closing date.
• A 5% service fee, totaling $206,526.71, was paid to Yushuang Hu, the Purchaser's financial advisor, at the final closing.
• The Reporting Persons hold the shares for general investment purposes and reserve the right to adjust their holdings or formulate future plans.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting a significant long-term investment by a private entity, which typically signals confidence. However, the acknowledged speculative nature and potential for total loss introduce a degree of caution.

Positives

• A significant stake of 39.9% in FiEE, Inc. has been acquired by Elements Corporate Services Limited and Wong Man Ching, indicating a strong conviction in the company's long-term prospects.
• The acquisition was for general investment purposes, suggesting a strategic, long-term holding rather than short-term speculation.
• The purchase price of $4,130,534.20 reflects a substantial investment by the reporting persons.

Negatives

• The Purchaser acknowledges the investment is "speculative" and involves a "high degree of risk and the potential loss of his entire investment."
• The final closing of the Securities Purchase Agreement was delayed twice, initially from December 31, 2025, to January 10, 2026, and then to January 15, 2026, or a mutually agreed date, before ultimately closing on February 10, 2026.

Risks

• The investment in FiEE, Inc. securities is considered speculative and involves a high degree of risk.
• There is a potential for the entire investment to be lost.
• The Selling Party (David Lazar) was an affiliate of FiEE, Inc. at the time of issuance or purchase of the securities, which could imply certain restrictions or considerations under securities laws.

Future Outlook

The Reporting Persons currently hold the shares for general investment purposes and reserve the right to formulate future plans or proposals, including acquiring additional securities, disposing of current holdings, or engaging in other transactions, based on relevant factors and applicable law.

Management Comments

• Wong Man Ching, as the sole director and sole shareholder of Elements, directs the voting and investment activities of Elements.
• The Company hereby consents to the transfer of the Transferred Portion of the Note by Assignor to Assignee. (Li Win Chung, CEO of FiEE, Inc.)

Industry Context

StockSavvy.ai notes that this Schedule 13D filing indicates a significant change in the ownership structure of FiEE, Inc., with a single entity and its principal acquiring a near-controlling stake. Such a substantial investment by a private investment entity often signals a belief in the company's undervalued assets or future growth potential, potentially leading to increased strategic influence or future corporate actions. The acquisition of a 39.9% stake positions Elements Corporate Services and Wong Man Ching as a dominant shareholder, which could impact future governance and strategic direction, potentially aligning FiEE, Inc. more closely with the investor's broader portfolio interests.

Comparison to Industry Standards

• This filing primarily details a change in beneficial ownership rather than operational results, making direct comparisons to industry-standard performance metrics less applicable.
• The acquisition of a 39.9% stake by a single entity is a substantial position, often seen in situations where an investor seeks significant influence or control. For instance, similar large minority stakes have been taken by activist investors in various sectors, such as Carl Icahn's historical stake in Apple or ValueAct Capital's investment in Microsoft, aiming to drive strategic changes.
• The purchase price of over $4.1 million for this stake suggests a valuation of FiEE, Inc. that the investors find attractive, though without specific company financials, it's difficult to benchmark against peer valuations in its undisclosed industry.

Corporate Governance

Related Party Transactions

• The Securities Purchase Agreement was between Elements Corporate Services Limited and David Lazar, who was identified as an "affiliate" of FiEE, Inc. at the time of issuance or purchase of the securities.
• A service fee of $206,526.71 (5% of the purchase price) was paid to Yushuang Hu, the Purchaser's financial advisor, at the final closing.

Stakeholder Impact

• Shareholders: Existing shareholders will see a significant concentration of ownership with Elements Corporate Services Limited and Wong Man Ching, potentially leading to more unified strategic direction or, conversely, reduced influence for smaller shareholders.
• Management: The new significant shareholder may exert influence over management decisions and corporate strategy due to their substantial voting power.
• Creditors: No direct impact on creditors is immediately apparent from this ownership change, but future strategic shifts influenced by the new owner could indirectly affect the company's financial health.

Next Steps

• Reporting Persons reserve the right to acquire additional shares or other securities of FiEE, Inc.
• Reporting Persons reserve the right to dispose of some or all of their current holdings.
• Reporting Persons may formulate future plans or proposals related to FiEE, Inc.'s business, management, or corporate structure.

Key Dates

Recommendation

While the significant investment by Elements Corporate Services Limited and Wong Man Ching signals confidence, the filing itself is an ownership disclosure rather than a performance report. The acknowledged speculative nature of the investment and the potential for total loss warrant caution. Without further operational or financial details from FiEE, Inc., a 'hold' recommendation is prudent, advising investors to await more comprehensive company-specific information before making further investment decisions.

Keywords

FiEE Inc., Schedule 13D, Elements Corporate Services, Wong Man Ching, Beneficial Ownership, Common Stock, Series A Convertible Preferred Stock, Investment, SEC Filing, David Lazar, Securities Purchase Agreement