Yunqi Group Files 13D/A Opposing Alcon Merger for STAA

Rhea-AI Filing Summary

Yunqi-related investors disclosed a 5.1% stake in STAAR SURGICAL CO (Common Stock). Four reporting persons—Yunqi Path Capital Master Fund, Yunqi Capital Limited, Yunqi Capital Cayman Limited and Christopher Min Fang Wang—each report shared voting and dispositive power over 2,500,061 shares. The group says it acquired Shares beginning in 2023 for investment purposes.

The amendment updates Item 4 to state the Reporting Persons oppose the proposed acquisition of the company by Alcon announced in a August 5, 2025 merger agreement. The Reporting Persons issued public letters and press releases explaining they view the sale process as deficient, believe the company underestimated its China outlook and assert the Proposed Merger undervalues the business. They state they will review options, may contact management, the Board and other investors, and reserve the right to buy or sell shares consistent with securities laws.

Positive

• Public opposition may pressure for improved merger terms or alternative bids
• Clear disclosure of stake: 2,500,061 shares constituting 5.1% of the class

Negative

• Opposition to the Proposed Merger introduces near-term deal uncertainty ahead of the October 23, 2025 shareholder vote
• Public statements could prolong the transaction process and increase costs or deter swift closing

Insights

Activist Investor Strategist

Minority holder holding 5.1% signals formal opposition to the Alcon deal and may press for better terms.

The Reporting Persons collectively hold 2,500,061 shares and have publicly stated they will vote against the Proposed Merger announced on August 5, 2025. That public opposition, combined with open letters and press releases, is a common tactic to influence other shareholders and extract concessions from the buyer or the board.

Their next practical levers are proxy solicitation ahead of the October 23, 2025 special meeting and outreach to other significant holders; watch for additional public arguments, potential proposals for alternate transactions, or solicitation of support from institutional holders in the coming weeks.

Corporate Governance Counsel

Disclosure shows procedural opposition rather than specified legal claims; actions described are consistent with shareholder advocacy.

The Schedule 13D/A updates Item 4 to describe the Reporting Persons' reasons for opposing the Proposed Merger—process concerns, valuation disagreement, and differing views on China market outlook—and states they may engage with management, the Board, or other stockholders. The filing preserves customary rights to trade shares subject to securities laws.

Key items to monitor are any formal proposals to the Board, additional amendments to this Schedule 13D, and whether the Reporting Persons file coordination agreements or solicit proxies, which would be disclosed before the special meeting on October 23, 2025.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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

Douglas Freeman, Esq.
Goodwin Procter (Hong Kong) LLP, 38 Flr, Edinburgh Twr, 15 Queen's Road Central
Hong Kong, K3, 00000
852 3658 5328

Leonard Wood, Esq.
Goodwin Procter LLP, The NYT Building, 620 Eighth Avenue
New York, NY, 10018
1 212 459 7058

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/07/2025

(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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,500,061.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,500,061.00

11

Aggregate amount beneficially owned by each reporting person

2,500,061.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,500,061.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,500,061.00

11

Aggregate amount beneficially owned by each reporting person

2,500,061.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,500,061.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,500,061.00

11

Aggregate amount beneficially owned by each reporting person

2,500,061.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,500,061.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,500,061.00

11

Aggregate amount beneficially owned by each reporting person

2,500,061.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

14

Type of Reporting Person (See Instructions)

IN, HC

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. 1 amends the statement on Schedule 13D filed by Yunqi Capital Limited and other Reporting Persons on September 22, 2025.
Item 4.	Purpose of Transaction
	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.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: Exhibit D: Press Release, dated October 7, 2025

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.

Yunqi Path Capital Master Fund

Signature:	/s/ Christopher Min Fang Wang
Name/Title:	Christopher Min Fang Wang / Director
Date:	10/07/2025

Yunqi Capital Limited

Signature:	/s/ Christopher Min Fang Wang
Name/Title:	Christopher Min Fang Wang / Director
Date:	10/07/2025

Yunqi Capital Cayman Limited

Signature:	/s/ Christopher Min Fang Wang
Name/Title:	Christopher Min Fang Wang / Director
Date:	10/07/2025

Christopher Min Fang Wang

Signature:	/s/ Christopher Min Fang Wang
Name/Title:	Christopher Min Fang Wang
Date:	10/07/2025

FAQ

What stake did Yunqi-related reporting persons disclose in STAAR SURGICAL (STAA)?

They disclosed beneficial ownership of 2,500,061 shares, representing 5.1% of the outstanding common stock.

Are the reporting persons supporting the proposed Alcon merger for STAA?

No. The reporting persons stated they intend to vote against the Proposed Merger and publicly explained their opposition.

What reasons did the reporting persons give for opposing the merger?

They cited a deficient process, disagreement with the company’s assessment of the China macro outlook, and that the deal undervalues the company.

When is the shareholder vote on the Proposed Merger?

A special meeting of stockholders is scheduled for October 23, 2025.

Will the reporting persons take further actions regarding their investment in STAA?

They stated they will review their investment and may contact management, the Board, other significant stockholders, and potential partners; they also reserve the right to trade shares consistent with securities laws.