SCHEDULE: FiEE, Inc. Stakeholder Structure Update

Elements Corporate Services Ltd. and Wong Man Ching have amended their Schedule 13D filing to reflect a new trust agreement, impacting beneficial ownership and control of FiEE, Inc. shares.

Summary

• Elements Corporate Services Ltd. and Wong Man Ching (collectively, the 'Reporting Persons') have filed an amendment (Amendment No. 2) to their Schedule 13D regarding their holdings in FiEE, Inc.
• The amendment primarily details the entry into a Trust Entrustment Agreement ('Trust Agreement') on September 8, 2026, with Hana International Investment Limited ('Hana').
• Under this agreement, Elements acts as a nominee and trustee to hold shares of FiEE, Inc. common stock and Series A Convertible Preferred Stock ('Underlying Shares').
• Hana retains all material economic interests in the Underlying Shares, including the right to all dividends, distributions, and sale proceeds, which Elements is obligated to transfer to Hana.
• Elements retains voting and/or investment control over the Underlying Shares, unless Hana provides 61 days' prior written notice of waiver.
• The Reporting Persons collectively beneficially own 3,196,343 shares of FiEE, Inc. common stock, representing 37.1% of the class.
• This ownership includes 3,119,830 shares of common stock and 76,513 shares issuable upon conversion of 54,652 shares of Series A Convertible Preferred Stock.
• The percentage ownership is calculated based on 8,605,111 shares of common stock deemed outstanding as of August 12, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as neutral to slightly negative, primarily due to the establishment of a trust agreement that shifts economic interest while retaining voting control, which could be perceived as a complex maneuver rather than a direct positive development for the company's immediate prospects.

Positives

• The establishment of the trust agreement clarifies the beneficial ownership structure, with Hana International Investment Limited retaining economic interests.
• Elements Corporate Services Ltd. maintains voting and investment control, providing a degree of operational continuity for the shares held.
• The Reporting Persons continue to hold a significant stake (37.1%) in FiEE, Inc., indicating ongoing strategic interest.

Negatives

• The trust agreement separates economic interest from voting control, which can create potential agency issues or complexities in decision-making.
• Hana International Investment Limited, as the economic beneficiary, has the power to revoke Elements' voting and investment control with 61 days' notice, introducing an element of uncertainty.
• The filing does not disclose the specific reasons for establishing this trust structure, leaving the strategic intent open to interpretation.

Risks

• Potential conflicts of interest between Hana (economic beneficiary) and Elements (voting controller) regarding the management and disposition of FiEE, Inc. shares.
• The possibility of Hana revoking Elements' control, leading to a change in the management or disposition strategy of the significant shareholding.
• The complexity of the trust arrangement could lead to misunderstandings or disputes regarding rights and obligations.
• The filing does not provide details on the underlying business rationale for this specific trust structure, which could mask other intentions.

Future Outlook

The Reporting Persons reserve the right to acquire additional shares or dispose of existing holdings in FiEE, Inc. at any time, subject to applicable laws and restrictions. The trust agreement also outlines conditions for its termination and the transfer of shares.

Management Comments

• The Reporting Persons reserve the right to formulate, in the future, plans or proposals that may relate to or result in transactions described in Item 4 of Schedule 13D.
• The shares of Common Stock beneficially owned by the Reporting Persons are held for general investment purposes.
• The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other securities of the Issuer that they may own from time to time.

Industry Context

StockSavvy.ai notes that the establishment of trust agreements to separate economic interest from voting control is a known strategy in corporate finance, often used for various reasons including tax planning, asset protection, or to manage complex ownership structures. However, in the context of a Schedule 13D filing, it typically signals a significant shift in how a large block of shares is managed and controlled, warranting close attention from investors.

Corporate Governance

Related Party Transactions

• The Trust Entrustment Agreement between Elements Corporate Services Ltd. and Hana International Investment Limited is a related party transaction, as Elements acts as trustee for Hana, which retains all material economic interests in the shares held by Elements.

Stakeholder Impact

• Shareholders: The separation of economic interest and voting control may influence how the significant block of shares is voted on corporate matters, potentially impacting shareholder value and corporate strategy.
• Creditors: No direct impact mentioned, but any significant change in control or strategy stemming from this arrangement could indirectly affect the company's financial stability.
• Management: May need to navigate potential conflicts between the interests of Hana and other shareholders.

Next Steps

• Elements is obligated to transfer all dividends, distributions, and proceeds received with respect to the Underlying Shares to Hana.
• Hana can terminate the trust with 61 days' prior written notice.
• Elements shall promptly transfer the Underlying Shares and any proceeds to Hana upon trust termination.

Key Dates

Recommendation

The filing details a complex trust arrangement that separates economic interest from voting control. While the Reporting Persons retain voting power, the economic beneficiary (Hana) has the ability to revoke this control. This structure introduces uncertainty and potential conflicts of interest without clear strategic benefits or financial performance updates, making it prudent to hold rather than initiate new positions.

Keywords

Schedule 13D, Beneficial Ownership, Trust Agreement, Elements Corporate Services, Hana International Investment, FiEE, Inc., Convertible Preferred Stock, Voting Control