Yunqi discloses 2.5M STAA shares and vows to vote against Alcon deal

Rhea-AI Filing Summary

Yunqi Path Capital Master Fund and affiliated entities disclose ownership of 2,500,061 shares of STAAR SURGICAL CO, representing 5.1% of 49,354,123 shares outstanding. The shares were acquired beginning in 2023 using the fund's working capital and, other than ordinary-course working capital borrowings, no borrowed funds were used. The reporting persons state they will vote against the proposed merger with Alcon, issued an open letter explaining their view that the merger process and price are deficient, and note a special meeting of stockholders is scheduled for October 23, 2025.

Positive

• Disclosure of stake and intent provides transparency to other investors and the market
• Shares acquired with working capital; no material leverage used to fund purchases

Negative

• Public opposition to the Proposed Merger increases uncertainty around shareholder vote outcomes
• Claim that the Proposed Merger undervalues the issuer could complicate deal execution and timing

Insights

Financial Analyst

TL;DR: A 5.1% institutional stake publicly opposes the Alcon merger, signalling shareholder dissent but not a blocking position.

The reporting group holds a non-controlling 5.1% stake in STAAR acquired with fund working capital. Their public opposition and open letter increase scrutiny on the merger process and price discovery, potentially influencing other shareholders or prompting further disclosures. No recent transactions in the past 60 days were reported. Financial impact depends on whether their activism persuades additional shareholders or prompts a superior offer.

M&A Specialist

TL;DR: Shareholder activism may complicate timeline but is unlikely alone to derail the Alcon transaction.

Holding 5.1%, the reporting persons have publicly opposed the Proposed Merger and reserve the right to explore strategic alternatives. Their stated concerns—process deficiencies and valuation—are common grounds in merger contests and could lead to engagement with the board or solicitation campaigns. With less than a blocking stake, material change requires coalition-building or a competing bidder.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

09/19/2025

(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: 25510 Commercentre Drive, Lake Forest, CALIFORNIA , 92630.
Item 2.	Identity and Background
(a)	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, and (iv) Christopher Min Fang Wang, a Canadian citizen ("Mr. Wang", and collectively with Yunqi Master Fund, Yunqi Capital, and Yunqi Cayman, 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)	The principal business address of the Reporting Persons is Unit 3703, 37/F, AIA Tower, 183 Electric Road, North Point, Hong Kong.
(c)	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. Mr. Wang is the chief investment officer of Yunqi Capital.
(d)	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)	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)	See Item 2(a) above.
Item 3.	Source and Amount of Funds or Other Consideration
	The funds for the purchase of the 2,500,061 Shares beneficially owned by Yunqi Capital, came from the working capital of Yunqi Master Fund, which is the direct owner of the Shares. 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 funds for the purchase of the 2,500,061 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 funds for the purchase of the 2,500,061 Shares beneficially owned by Yunqi Cayman came from the working capital of Yunqi Master Fund. 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 funds for the purchase of the 2,500,061 Shares beneficially owned by Mr. Wang came from the working capital of Yunqi Master Fund. 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 4.	Purpose of Transaction
	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. The Reporting Persons presently intend to vote against the Proposed Merger and have issued via press release (the "Press Release") an open letter to stockholders of the Issuer discussing 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 Press Release further details 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 it agreeing to a low price with Alcon, (iii) the Proposed Merger significantly undervalues the Issuer. The foregoing description of the Press Release is qualified by reference to the full text of the Press Release, which is attached as Exhibit B to this Schedule 13D. The Reporting Persons may, from time to time, explore strategic alternatives to the Proposed Merger. The Reporting Persons intend to review their investment in the Issuer on a continuing basis, taking into account the Merger Agreement. 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, potential alternative strategic and financial partners for the Issuer, and others 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 5.	Interest in Securities of the Issuer
(a)	Calculation of the percentage of Shares beneficially owned by Reporting Persons as noted on the cover pages of the Schedule 13D, is based on 49,354,123 Shares outstanding as of September 12, 2025 as disclosed in the definitive proxy statement filed by the Issuer with the SEC on September 16, 2025.
(b)	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)	Except as disclosed in the Schedule 13D and Exhibit C, 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 during the past 60 days.
(d)	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
	The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein.
Item 7.	Material to be Filed as Exhibits.
	Schedule A: Instruction C Persons information Exhibit A: Joint filing agreement Exhibit B: Press Release Exhibit C: Schedule of Transactions in the Shares

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:	09/22/2025

Yunqi Capital Limited

Signature:	/s/ Christopher Min Fang Wang
Name/Title:	Christopher Min Fang Wang / Director
Date:	09/22/2025

Yunqi Capital Cayman Limited

Signature:	/s/ Christopher Min Fang Wang
Name/Title:	Christopher Min Fang Wang / Director
Date:	09/22/2025

Christopher Min Fang Wang

Signature:	/s/ Christopher Min Fang Wang
Name/Title:	Christopher Min Fang Wang
Date:	09/22/2025

FAQ

How many STAAR (STAA) shares does Yunqi report owning?

The reporting persons state they beneficially own 2,500,061 shares, representing 5.1% of 49,354,123 shares outstanding.

Will Yunqi vote for or against the Alcon merger for STAAR (STAA)?

The reporting persons state they intend to vote against the Proposed Merger and have issued an open letter explaining their opposition.

When is the STAAR special meeting to vote on the Proposed Merger?

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

How were the STAAR shares purchased by Yunqi funded?

The shares were purchased using the working capital of Yunqi Path Capital Master Fund; no borrowed funds were used other than ordinary-course working capital borrowings.

Has Yunqi made other recent transactions in STAAR shares?

Except as disclosed in the filing and Exhibit C, the reporting persons state they have not effected any transactions in the past 60 days to their knowledge.