UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE
SECURITIES EXCHANGE
ACT OF 1934
For the month of October
2025
Commission File Number:
001-36363
VISIONSYS
AI INC
2 Hammarskjold Plaza, Room 10B
2nd Avenue, New York, NY 10017
Tel: +1 (929) 687-0368
(Address of Principal
Executive Offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Submission of Matters to a Vote of Security Holders.
The Company held its extraordinary general meeting of shareholders
(the “Extraordinary General Meeting”) on August 25, 2025 at 11:00 a.m. Eastern Standard Time at 405 Lexington Avenue, 26th
Floor, New York City, 10174.
Holders of 178,894,079 shares of the Registrant
(consisting of 171,688,020 Class A Ordinary Shares and 7,206,059 Class B Ordinary Shares, constituting 243,748,610 votes) were present
in person or by proxy at the meeting, representing approximately 80.82% of the total 301,595,739 votes outstanding, which correspond to
a total of 236,741,208 outstanding shares (consisting of 229,535,149 Class A Ordinary Shares and 7,206,059 Class B Ordinary Shares, constituting
301,595,739 votes) and therefore constituting a quorum, present in person or by proxy at the Extraordinary General Meeting and entitled
to vote at the Extraordinary General Meeting as of the record date of July 23, 2025. The final voting results for each matter submitted
to a vote of shareholders at the Extraordinary General Meeting are as follows:
1. Transaction Proposal
The shareholders approved as a special resolution
the proposed sale of our subsidiaries, Kids IT Education Inc., a Cayman Islands exempted company, and Tarena Hong Kong Limited, a limited
liability company incorporated in Hong Kong, to First Winner Management Limited, a British Virgin Islands company, in exchange for nominal
cash consideration of $1. No broker non-votes are counted.
| For |
|
Against |
|
Abstain |
| 243,183,930 |
|
559,545 |
|
5,135 |
2. Name Change Proposal
The shareholders approved as a special resolution that the Company’s
name be changed from “TCTM Kids IT Education Inc.” to ” VisionSys AI Inc.” No broker non-votes are
counted.
| For |
|
Against |
|
Abstain |
| 243,742,205 |
|
1,255 |
|
5,150 |
3. 2025 Equity Incentive Plan Proposal
The shareholders approved as a special resolution and adopted the
Company’s 2025 Equity Incentive Plan and all transactions contemplated thereunder, including the reservation and issuance of
shares. No broker non-votes are counted.
| For |
|
Against |
|
Abstain |
| 243,180,005 |
|
563,470 |
|
5,135 |
4. Share Subdivision Proposal
The shareholders approved as an ordinary resolution that every issued
and unissued share of par value US$0.001 each in the share capital of the Company be subdivided into 50 shares of par value US$0.00002
each (the “Share Subdivision”) so that immediately following the Share Subdivision, the authorized share capital will become:
US$1,000,000 divided into 50,000,000,000 shares comprising of (i) 43,000,000,000
Class A Ordinary Shares of a par value of US$0.00002 each, (ii) 2,000,000,000 Class B Ordinary Shares with a par value of US$0.00002 each,
and (iii) 5,000,000,000 shares with a par value of US$0.00002 each of such class or classes (however designated) as the Board may determine
in accordance with Article 8 of the Articles of Association of the Company. No broker non-votes are counted.
| For |
|
Against |
|
Abstain |
| 243,280,740 |
|
462,720 |
|
5,150 |
As a result of the approval of the one-for-fifty (1:50) Share Subdivision, the Company, in coordination with the depositary of its American
Depositary Shares (the “ADSs”), will implement a corresponding adjustment to the ADS ratio. The ratio will be changed from
one ADS representing five (5) Class A ordinary shares to one ADS representing two hundred fifty (250) Class A ordinary shares (the “ADS
Ratio Adjustment”). The purpose of the ADS Ratio Adjustment is to ensure that the trading price of the ADSs on The Nasdaq Stock
Market is not affected by the Share Subdivision. The ADS Ratio Adjustment is expected to become effective on or about October 10, 2025,
subject to the completion of customary notifications and related administrative procedures.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
TCTM Kids IT Education Inc. |
| |
|
|
| |
By: |
/s/ Heng Wang |
| |
Name: |
Heng Wang |
| |
Title: |
Chief Executive Officer |
Date: October 3, 2025
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