Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
STAAR SURGICAL CO (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
852312305 (CUSIP Number) |
Christopher Min Fang Wang Unit 3703, 37/F AIA Tower, 183 Electric Road, North Point Hong Kong, K3, 00000 852 37933457 Andrew Freedman, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/06/2026 (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
|
| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Yunqi Path Capital Master Fund | ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,575,061.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Yunqi Capital Limited | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,257,130.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
|
| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Yunqi Capital Cayman Limited | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,257,130.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Christopher Min Fang Wang | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,257,130.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Yunqi China Special Investment A | ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
682,069.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
HS Group Master Fund II 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
682,069.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
HS Group (Hong Kong) Limited | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
682,069.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
HS Group 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
682,069.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
STAAR SURGICAL CO | |
| (c) | Address of Issuer's Principal Executive Offices:
1911 WALKER AVE, MONROVIA,
CALIFORNIA
, 91016. | |
Item 1 Comment:
This Amendment No. 6 amends the statement on Schedule 13D filed by Yunqi Capital Limited and other Reporting Persons on September 22, 2025, as amended on October 7, 2025, October 21, 2025, October 27, 2025, November 3, 2025 and December 11, 2025 (the "Schedule 13D"). | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) is hereby amended and restated as follows: The persons filing this statement are: (i) Yunqi Path Capital Master Fund ("Yunqi Master Fund"), a Cayman Islands domiciled fund, (ii) Yunqi Capital Limited ("Yunqi Capital"), a company incorporated in Hong Kong, (iii) Yunqi Capital Cayman Limited ("Yunqi Cayman"), a company incorporated in the Cayman Islands, (iv) Christopher Min Fang Wang, a Canadian citizen ("Mr. Wang"), (v) Yunqi China Special Investment A, a company incorporated in the Cayman Islands ("Yunqi A"), (vi) HS Group Master Fund II Ltd, a company incorporated in the Cayman Islands ("HS Fund II"), (vii) HS Group (Hong Kong) Limited, a company incorporated in Hong Kong ("HSG HK") and (viii) HS Group Ltd, a company incorporated in the Cayman Islands ("HS Group" and collectively with Yunqi Master Fund, Yunqi Capital, Yunqi Cayman, Mr. Wang, Yunqi A, HS Fund II and HSG HK, the "Reporting Persons"). Certain Information required by this Item 2 concerning the directors and/or executive officers of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated by reference in this Item 2. | |
| (b) | Item 2(b) is hereby amended and restated as follows: The principal business address of each of Yunqi Master Fund, Yunqi Capital, Yunqi Cayman and Mr. Wang is Unit 3703, 37/F, AIA Tower, 183 Electric Road, North Point, Hong Kong. The principal business address of each of HS Fund II and Yunqi A is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The principal business address of HSG HK and HS Group is Suite 3302, 33/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong. | |
| (c) | Item 2(c) is hereby amended and restated as follows: Yunqi Master Fund is a Cayman Islands domiciled fund which is controlled by Yunqi Cayman. Yunqi Cayman is wholly owned by Mr. Wang. Yunqi Capital, which is wholly owned by Yunqi Cayman, acts as the investment manager to Yunqi Master Fund and to Yunqi A. Mr. Wang is the chief investment officer of Yunqi Capital. HS Fund II is the sole investor in Yunqi A and shares voting and dispositive power with respect to securities held by Yunqi A with Yunqi Capital. HSG HK is the investment manager of HS Fund II. HSG HK is wholly owned by HS Group. | |
| (d) | Item 2(d) is hereby amended and restated as follows: None of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A, have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) is hereby amended and restated as follows: None of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A, have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Item 2(f) is hereby amended and restated as follows: See Item 2(a) above. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated to read as follows: The $86,312,432.90, including brokerage fees, used for the purchase of the 3,257,130 Shares beneficially owned by Yunqi Capital came from the working capital of Yunqi Master Fund and Yunqi A. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The $71,609,426.87, including brokerage fees, used for the purchase of the 2,575,061 Shares beneficially owned by Yunqi Master Fund came from its working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The $86,312,432.90, including brokerage fees, used for the purchase of the 3,257,130 Shares beneficially owned by Yunqi Cayman came from the working capital of Yunqi Master Fund and Yunqi A. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The $86,312,432.90, including brokerage fees, used for the purchase of the 3,257,130 Shares beneficially owned by Mr. Wang came from the working capital of Yunqi Master Fund and Yunqi A. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The $14,703,006.0, including brokerage fees, used for the purchase of the 682,069 Shares beneficially owned by Yunqi A came from the working capital of Yunqi A. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The $14,703,006.0, including brokerage fees, used for the purchase of the 682,069 Shares beneficially owned by HS Fund II came from the working capital of Yunqi A. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The $14,703,006.0, including brokerage fees, used for the purchase of the 682,069 Shares beneficially owned by HSG HK came from the working capital of Yunqi A. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The $14,703,006.0, including brokerage fees, used for the purchase of the 682,069 Shares beneficially owned by HS Group came from the working capital of Yunqi A. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows: Calculation of the percentage of Shares beneficially owned by Reporting Persons as noted on the cover pages of the Schedule 13D, is based on 49,751,953 Shares outstanding as of October 31, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended September 26, 2025 filed with the SEC by the Issuer on November 5, 2025. The aggregate number and percentage of the Shares beneficially owned by each Reporting Person are set forth on rows 7 through 11 and row 13 of the cover pages of the Schedule 13D, and are incorporated herein by reference. | |
| (b) |
Item 5(b) is hereby amended and restated as follows: The aggregate number and percentage of the Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of the Schedule 13D, and are incorporated herein by reference. | |
| (c) | Item 5(c) is hereby amended and restated as follows: Except as disclosed in the Schedule 13D and Exhibit 1, none of the Reporting Persons has, and to the best knowledge of the Reporting Persons, none of persons named in Schedule A to this Schedule 13D has, effected any transaction in Shares since the filing of Amendment No. 5 to the Schedule 13D. | |
| (d) | Item 5(d) is hereby amended and restated as follows: Except as disclosed in the Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by any of the Reporting Persons. | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is amended to add the following: On January 8, 2026, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibits: Schedule A - Instruction C Persons Information Exhibit 1 - Transactions in Securities of the Issuer Since the Filing of Amendment No. 5 Exhibit 99.1 - Joint Filing Agreement | ||
| 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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