VisionSys AI Inc. (NASDAQ: VSA) backs divestiture, 1:50 split and ADS change

Rhea-AI Filing Summary

VisionSys AI Inc. held an extraordinary general meeting where shareholders approved several major corporate changes. Investors agreed to sell subsidiaries Kids IT Education Inc. and Tarena Hong Kong Limited to First Winner Management Limited for nominal cash consideration of $1, effectively exiting those businesses. Shareholders also approved changing the company name from TCTM Kids IT Education Inc. to VisionSys AI Inc. and adopted a new 2025 Equity Incentive Plan that allows for future share-based awards.

They further approved a one-for-fifty share subdivision, turning each existing share into 50 lower-par-value shares and increasing authorized share counts across Class A, Class B, and undesignated shares. To align with this, the company will adjust its American Depositary Share structure so that one ADS will represent 250 Class A ordinary shares instead of five, with the ratio change expected to take effect on or about October 10, 2025 on The Nasdaq Stock Market.

Insights

Equity & Corporate Actions Analyst

Shareholders approved a business divestiture, new equity plan, and a large share/ADS restructuring.

VisionSys AI Inc. shareholders backed the sale of Kids IT Education Inc. and Tarena Hong Kong Limited to First Winner Management Limited for nominal cash consideration of $1. This removes two subsidiaries from the group structure and suggests a strategic focus away from those operations, although the excerpt does not describe their financial contribution or liabilities. Name approval to VisionSys AI Inc. formalizes a rebranding that may reflect this shift in focus.

The adoption of a 2025 Equity Incentive Plan creates capacity for future stock-based compensation, which can align management and employee interests but may introduce dilution when awards are granted and vest. Separately, the one-for-fifty share subdivision multiplies the number of shares while cutting par value, and the ADS ratio adjustment—moving from one ADS representing 5 Class A shares to 250—aims to keep the ADS trading price on The Nasdaq Stock Market stable despite the subdivision.

The overall impact on existing investors depends on future use of the equity plan and market perception of the divestiture. The filing indicates the effective date for the ADS ratio adjustment is expected on or about October 10, 2025, after customary notifications and procedures, which will be a key operational milestone for implementing these structural changes.

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.

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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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FAQ

What key decisions did VisionSys AI Inc. (VSA) shareholders approve at the August 25, 2025 meeting?

Shareholders of VisionSys AI Inc. approved four main items: the sale of subsidiaries Kids IT Education Inc. and Tarena Hong Kong Limited for $1, a company name change from TCTM Kids IT Education Inc. to VisionSys AI Inc., adoption of a new 2025 Equity Incentive Plan, and a one-for-fifty share subdivision that significantly increases the number of authorized shares at a lower par value.

What subsidiaries is VisionSys AI Inc. (VSA) selling and for how much?

VisionSys AI Inc. shareholders approved selling Kids IT Education Inc., a Cayman Islands exempted company, and Tarena Hong Kong Limited, a Hong Kong-incorporated company, to First Winner Management Limited, a British Virgin Islands company, in exchange for nominal cash consideration of $1.

How did VisionSys AI Inc. (VSA) change its share capital structure?

Shareholders approved a one-for-fifty share subdivision, so each share of par value US$0.001 became 50 shares of par value US$0.00002. After this, authorized share capital becomes US$1,000,000 divided into 50,000,000,000 shares: 43,000,000,000 Class A Ordinary Shares, 2,000,000,000 Class B Ordinary Shares, and 5,000,000,000 undesignated shares, each with a par value of US$0.00002.

What ADS ratio change did VisionSys AI Inc. (VSA) announce for its Nasdaq-listed ADSs?

In connection with the one-for-fifty share subdivision, VisionSys AI Inc. will adjust its American Depositary Share structure so that one ADS will represent 250 Class A ordinary shares, instead of the previous ratio of one ADS representing 5 Class A ordinary shares. The ADS ratio adjustment is expected to become effective on or about October 10, 2025 on The Nasdaq Stock Market.

What is VisionSys AI Inc.’s (VSA) new equity plan approved in 2025?

Shareholders approved and adopted the 2025 Equity Incentive Plan and all transactions contemplated under it, including the reservation and issuance of shares. This plan allows the company to grant share-based awards in the future, although specific award amounts and terms are not detailed in the excerpt.

How many shares and votes were represented at the VisionSys AI Inc. extraordinary general meeting?

At the extraordinary general meeting, holders of 178,894,079 shares (171,688,020 Class A Ordinary Shares and 7,206,059 Class B Ordinary Shares), representing 243,748,610 votes, were present in person or by proxy. This equaled approximately 80.82% of the total 301,595,739 votes outstanding tied to 236,741,208 total outstanding shares as of the July 23, 2025 record date.