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CORRESP Filing

FiEE, Inc.
Date: Aug. 20, 2025 · CIK: 0001467761 · Accession: 0001829126-25-006574

Internal Controls Financial Reporting Regulatory Compliance

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File numbers found in text: 001-37649

Referenced dates: August 6, 2025, July 28, 2025

Date
December 31, 2024
Author
/s/
Form
CORRESP
Company
FiEE, Inc.

Letter

August 20, U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing F Street, NE Washington, D.C. 20549 Attn: Charles Eastman and Claire Erlanger Form 10-K for the Year Ended December 31, 2024 Response letter dated July 28, 2025 File No. 001-37649

Re: FiEE, Inc.

Dear Mr. Eastman and Ms. Erlanger:

FiEE, Inc. (the " Company "), hereby responds to the comment provided by the Staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") in its letter dated August 6, 2025 (the " Comment Letter ") regarding the Company's Form 10-K for the fiscal year ended December 31, 2024. Set forth below in bold font is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the Company with respect thereto.

Response letter dated July 28, 2025 Form 10-K for the Year Ended December 31, 2024 Form 8-K filed April 10, 2025, page 1, page 1

1. We note your response to our comment number 1. In light of the accounting error and non-reliance on previously issued financial statements, please tell us what consideration you gave to including your conclusions on effectiveness of disclosure controls and procedures and internal control over financial reporting (as applicable) in your amended filings. Additionally, please tell us what consideration your certifying officers have given to the conclusions disclosed in your Form 10-K for the year ended December 31, 2024 indicating that you had effective disclosure controls and procedures and internal control over financial reporting as of December 31, 2024.

Response : The Company acknowledges the Staff's comment and respectfully advises the Staff that on August 20, 2025, the Company filed amendments to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 to revise its conclusions on the effectiveness of disclosure controls and procedures and internal control over financial reporting.

U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing August 20, 2025 Page 2

If you should have any questions concerning the enclosed matters, please feel free to contact our counsel, Jonathan M. Barron of K&L Gates LLP, at jonathan.barron@klgates.com or by telephone at (212) 536-3915 or Justin H. Kleckner of K&L Gates LLP, at justin.kleckner@klgates.com or by telephone at (615) 514-1806.

Sincerely,
/s/
Li Wai Chung

Show Raw Text
CORRESP
 1
 filename1.htm

 August 20,
 2025

 U.S.
 Securities and Exchange Commission
 Division
 of Corporation Finance
 Office
 of Manufacturing
 100
 F Street, NE
 Washington,
 D.C. 20549
 Attn:
 Charles Eastman and Claire Erlanger

 Re: FiEE,
 Inc.

 Form
 10-K for the Year Ended December 31, 2024
 Response
 letter dated July 28, 2025
 File
 No. 001-37649

 Dear
 Mr. Eastman and Ms. Erlanger:

 FiEE,
 Inc. (the " Company "), hereby responds to the comment provided by the Staff (the " Staff ")
 of the U.S. Securities and Exchange Commission (the " Commission ") in its letter dated August 6, 2025 (the
 " Comment Letter ") regarding the Company's Form 10-K for the fiscal year ended December 31, 2024.
 Set forth below in bold font is the comment of the Staff contained in the Comment Letter and immediately below the comment is the
 response of the Company with respect thereto.

 Response
letter dated July 28, 2025
 Form
10-K for the Year Ended December 31, 2024
 Form
 8-K filed April 10, 2025, page 1, page 1

 1.
 We
 note your response to our comment number 1. In light of the accounting error and non-reliance on previously issued financial
 statements, please tell us what consideration you gave to including your conclusions on effectiveness of disclosure controls
 and procedures and internal control over financial reporting (as applicable) in your amended filings. Additionally, please
 tell us what consideration your certifying officers have given to the conclusions disclosed in your Form 10-K for the year
 ended December 31, 2024 indicating that you had effective disclosure controls and procedures and internal control over
 financial reporting as of December 31, 2024.

 Response :
 The Company acknowledges the Staff's comment and respectfully advises the Staff that on August 20, 2025, the Company
 filed amendments to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly
 Report on Form 10-Q for the fiscal quarter ended March 31, 2025 to revise its conclusions on the effectiveness of disclosure
 controls and procedures and internal control over financial reporting.

 U.S.
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
August 20, 2025
Page 2

 If
 you should have any questions concerning the enclosed matters, please feel free to contact our counsel, Jonathan M. Barron of K&L
 Gates LLP, at jonathan.barron@klgates.com or by telephone at (212) 536-3915 or Justin H. Kleckner of K&L Gates LLP, at justin.kleckner@klgates.com
 or by telephone at (615) 514-1806.

 Sincerely,

 /s/
 Li Wai Chung

 Li Wai Chung

 Chief Executive
 Officer and President