Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001912273 XXXXXXXX LIVE 1 Common Stock, par value $0.01 per share 10/07/2025 false 0000718937 852312305 STAAR SURGICAL CO 1911 WALKER AVE MONROVIA CA 91016 Christopher Min Fang Wang 852 37933457 Unit 3703, 37/F AIA Tower 183 Electric Road, North Point Hong Kong K3 00000 Douglas Freeman, Esq. 852 3658 5328 Goodwin Procter (Hong Kong) LLP, 38 Flr Edinburgh Twr, 15 Queen's Road Central Hong Kong K3 00000 Leonard Wood, Esq. 1 212 459 7058 Goodwin Procter LLP, The NYT Building 620 Eighth Avenue New York NY 10018 Y Yunqi Path Capital Master Fund b WC N E9 0.00 2500061.00 0.00 2500061.00 2500061.00 N 5.1 CO 0001912273 N Yunqi Capital Limited b AF N K3 0.00 2500061.00 0.00 2500061.00 2500061.00 N 5.1 CO IA Y Yunqi Capital Cayman Limited b AF N E9 0.00 2500061.00 0.00 2500061.00 2500061.00 N 5.1 CO Y Christopher Min Fang Wang b AF N Z4 0.00 2500061.00 0.00 2500061.00 2500061.00 N 5.1 IN HC Common Stock, par value $0.01 per share STAAR SURGICAL CO 1911 WALKER AVE MONROVIA CA 91016 This Amendment No. 1 amends the statement on Schedule 13D filed by Yunqi Capital Limited and other Reporting Persons on September 22, 2025. Item 4 is hereby amended and restated in its entirety as follows: The Reporting Persons hold the Shares for investment purposes and first acquired Shares in 2023. On August 5, 2025, the Issuer announced that it had entered into a definitive merger agreement (the "Merger Agreement"), pursuant to which Alcon will acquire the Issuer (the "Proposed Merger"). On September 15, 2025, Broadwood Partners, L.P. and its affiliates filed a preliminary proxy statement for the purpose of soliciting proxies from stockholders against approving the Proposed Merger and detailing their reasons for such opposition. On September 16, 2025, the Issuer filed its definitive proxy statement for the purpose of soliciting proxies from stockholders to approve the Proposed Merger. On September 22, 2025, the Reporting Persons issued via press release (the "Initial Press Release") an open letter to stockholders of the Issuer disclosing the Reporting Persons' intention to vote against the Proposed Merger at a special meeting of stockholders of the Issuer scheduled to be held on October 23, 2025. The Initial Press Release detailed the reasons for the Reporting Persons' opposition to the Proposed Merger, including that: (i) the Reporting Persons believe a deficient process was conducted in relation to the Proposed Merger, (ii) the Reporting Persons disagree with the Issuer's bleak assessment of the macroeconomic climate in China which contributed to the Issuer's agreeing to a low price with Alcon, and (iii) the Reporting Persons believe the Proposed Merger significantly undervalues the Issuer. The foregoing description is qualified by reference to the full text of the Initial Press Release, which was attached as Exhibit B to the Schedule 13D filed by the Reporting Persons on September 22, 2025. From September 26 to October 6, 2025, the Issuer issued an investor presentation and press releases discussing the Proposed Merger. On October 7, 2025 (Hong Kong time), the Reporting Persons issued via press release (the "Second Press Release") a second open letter to stockholders of the Issuer discussing the Reporting Persons' continued intention to vote against the Proposed Merger. The Second Press Release details the Reporting Persons' concerns that the Issuer significantly underestimates the strengh of its business, particularly with respect to its performance and outlook in its largest market, China. The foregoing description is qualified by reference to the full text of the Second Press Release, which is attached as Exhibit D to this Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis, taking into account the Proposed Merger. Depending on various factors including, without limitation, the Issuer's financial position, the terms of the Merger Agreement, a potential superior offer, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate. In that regard, the Reporting Persons may consider contact with members of the Issuer's management, Board, other significant stockholders, and potential alternative strategic and financial partners for the Issuer regarding alternatives that could be employed to create additional shareholder value, whether in the near or long term. Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. Item 7 is hereby amended to add the following exhibit: Exhibit D: Press Release, dated October 7, 2025 Yunqi Path Capital Master Fund /s/ Christopher Min Fang Wang Christopher Min Fang Wang / Director 10/07/2025 Yunqi Capital Limited /s/ Christopher Min Fang Wang Christopher Min Fang Wang / Director 10/07/2025 Yunqi Capital Cayman Limited /s/ Christopher Min Fang Wang Christopher Min Fang Wang / Director 10/07/2025 Christopher Min Fang Wang /s/ Christopher Min Fang Wang Christopher Min Fang Wang 10/07/2025