Arena Investors group discloses 3.29% VisionSys AI (VSA) stake in 13G/A

Rhea-AI Filing Summary

Arena Investors and affiliated funds filed an amended Schedule 13G reporting their passive ownership in VisionSys AI Inc. The group reports aggregate beneficial ownership of 17,999,500 Class A Ordinary Shares, representing 3.29% of the class as of December 31, 2025.

The position is held through American Depositary Shares, each representing 250 Ordinary Shares, with the percentage calculated against 547,150,000 Ordinary Shares outstanding. The reporting entities disclose sole voting and dispositive power over their respective shares and confirm they are not holding the securities to change or influence control of the company.

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Accepted by SEC EDGAR 02/13/2026 - 01:30 PM Learn about SEC filing dates

FAQ

What stake does Arena Investors report in VisionSys AI Inc (VSA)?

Arena Investors and affiliated funds report beneficial ownership of 17,999,500 Class A Ordinary Shares of VisionSys AI Inc, representing 3.29% of the outstanding class as of December 31, 2025, according to their amended Schedule 13G filing.

Is Arena Investors a controlling or activist holder in VisionSys AI Inc (VSA)?

Arena Investors certifies the securities were not acquired and are not held for the purpose of changing or influencing control of VisionSys AI Inc. The filing is on Schedule 13G, which is generally used for passive ownership reporting rather than activist positions.

How is Arena Investors’ 3.29% ownership in VSA calculated?

The reported 3.29% ownership is based on 547,150,000 Class A Ordinary Shares outstanding. That figure comes from 2,188,600 American Depositary Shares reported by Bloomberg as of December 31, 2025, multiplied by 250 Ordinary Shares per ADS.

Through what instruments does Arena Investors hold VisionSys AI Inc (VSA) shares?

Arena Investors and the related Arena Funds hold VisionSys AI exposure through American Depositary Shares, with each ADS representing 250 Class A Ordinary Shares. The filing states the funds directly beneficially own the Ordinary Shares reported via these ADS structures.

Which entities within Arena are reporting ownership in VisionSys AI Inc (VSA)?

Reporting persons include Arena Investors, LP, Arena Investors GP, LLC, and several Arena Special Opportunities funds and their general partners. These private investment vehicles collectively report the 17,999,500 shares, with each entity listing its own beneficial and voting power.

Does Arena Investors own more or less than 5% of VisionSys AI Inc (VSA)?

Arena Investors and its affiliated funds report ownership of 5 percent or less of VisionSys AI Inc’s Class A Ordinary Shares. The aggregate stake is disclosed as 3.29% of the class, keeping the group below the 5% regulatory threshold.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

VisionSys AI Inc

(Name of Issuer)

Class A Ordinary Shares, $0.00002 par value per share

(Title of Class of Securities)

876108200

(CUSIP Number)

12/31/2025

(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 13G

CUSIP No. 876108200

1

Names of Reporting Persons

Arena Investors, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 17,999,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 17,999,500.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,999,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.3 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 876108200

1

Names of Reporting Persons

Arena Investors GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 17,999,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 17,999,500.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,999,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.3 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 876108200

1

Names of Reporting Persons

Arena Special Opportunities (Offshore) Master, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,417,250.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,417,250.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,417,250.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 876108200

1

Names of Reporting Persons

Arena Special Opportunities Fund (Offshore) II GP, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,417,250.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,417,250.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,417,250.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 876108200

1

Names of Reporting Persons

Arena Special Opportunities Fund (Offshore) GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,417,250.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,417,250.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,417,250.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 876108200

1

Names of Reporting Persons

Arena Special Opportunities Parallel Investor Vehicle III US, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,052,250.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,052,250.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,052,250.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.9 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 876108200

1

Names of Reporting Persons

Arena Special Opportunities Parallel Investor Vehicle III GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,052,250.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,052,250.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,052,250.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 876108200

1

Names of Reporting Persons

Arena Special Opportunities Partners III, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 10,530,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,530,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,530,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.9 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 876108200

1

Names of Reporting Persons

Arena Special Opportunities Partners III GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 10,530,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,530,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,530,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VisionSys AI Inc
(b)	Address of issuer's principal executive offices: 2 HAMMARSKJOLD PLAZA, ROOM 10B, 2 HAMMARSKJOLD PLAZA, ROOM 10B, NEW YORK, NEW YORK, 10017.
Item 2.
(a)	Name of person filing: This Schedule 13G is filed by the following (the "Reporting Persons"): (i) Arena Investors, LP (the "Investment Manager"), who serves as investment manager to the Arena Funds (as defined below); (ii) Arena Investors GP, LLC, who serves as the general partner of the Investment Manager (the "IM General Partner"); (iii) Arena Special Opportunities (Offshore) Master, LP ("ASOFM"); (iv) Arena Special Opportunities Fund (Offshore) II GP, LP, who serves as the general partner of ASOFM (the "ASOFM General Partner"); (v) Arena Special Opportunities Fund (Offshore) GP, LLC, who serves as the general partner of the ASOFM General Partner (the "ASOFM GP General Partner"); (vi) Arena Special Opportunities Parallel Investor Vehicle III US, LP ("ASOIII"); (vii) Arena Special Opportunities Parallel Investor Vehicle III GP, LLC, who serves as the general partner of ASOIII (the "ASOIII General Partner"); (viii) Arena Special Opportunities Partners III, LP ("ASOPIII"; and collectively with ASOFM and ASOIII, the "Arena Funds"); and (ix) Arena Special Opportunities Partners III GP, LLC, who serves as the general partner of ASOPIII (the "ASOPIII General Partner"). The Arena Funds are private investment vehicles. The Arena Funds directly beneficially own the Ordinary Shares reported in this Schedule 13G. The Investment Manager and the IM General Partner may be deemed to beneficially own the Ordinary Shares directly beneficially owned by the Arena Funds. The ASOFM General Partner and the ASOFM GP General Partner may be deemed to beneficially own the Ordinary Shares directly beneficially owned by ASOFM. The ASOIII General Partner may be deemed to beneficially own the Ordinary Shares directly beneficially owned by ASOIII. The ASOPIII General Partner may be deemed to beneficially own the Ordinary Shares directly beneficially owned by ASOPIII. Each Reporting Person disclaims beneficial ownership with respect to any Ordinary Shares other than the Ordinary Shares directly beneficially owned by such Reporting Person.
(b)	Address or principal business office or, if none, residence: The principal business office of the Reporting Persons is 2500 Westchester Avenue, Suite 401, Purchase, New York 10577.
(c)	Citizenship: For citizenship or place of organization see Item 4 of the cover page of each Reporting Person.
(d)	Title of class of securities: Class A Ordinary Shares, $0.00002 par value per share
(e)	CUSIP No.: 876108200
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Aggregate - 17,999,500 shares; see also Item 9 on the cover page for each Reporting Person. The Reporting Persons own Ordinary Shares through the Issuer' s American Depositary Shares, each representing two hundred and fifty (250) Ordinary Shares.
(b)	Percent of class: Aggregate - 3.29%; see also Item 11 on the cover page for each Reporting Person. The percentage of beneficial ownership is based on 547,150,000 (2,188,600 shares per Bloomberg as of December 31, 2025 multiplied by 250 shares as mentioned in Item 4(a) above.)
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover page for each Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page for each Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page for each Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page for each Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Arena Investors, LP

Signature:	Tsering Lama
Name/Title:	Authorized Signatory
Date:	02/13/2026

Arena Investors GP, LLC

Signature:	Tsering Lama
Name/Title:	Authorized Signatory
Date:	02/13/2026

Arena Special Opportunities (Offshore) Master, LP

Signature:	Tsering Lama
Name/Title:	Authorized Signatory
Date:	02/13/2026

Arena Special Opportunities Fund (Offshore) II GP, LP

Signature:	Tsering Lama
Name/Title:	Authorized Signatory
Date:	02/13/2026

Arena Special Opportunities Fund (Offshore) GP, LLC

Signature:	Tsering Lama
Name/Title:	Authorized Signatory
Date:	02/13/2026

Arena Special Opportunities Parallel Investor Vehicle III US, LP

Signature:	Tsering Lama
Name/Title:	Authorized Signatory
Date:	02/13/2026

Arena Special Opportunities Parallel Investor Vehicle III GP, LLC

Signature:	Tsering Lama
Name/Title:	Authorized Signatory
Date:	02/13/2026

Arena Special Opportunities Partners III, LP

Signature:	Tsering Lama
Name/Title:	Authorized Signatory
Date:	02/13/2026

Arena Special Opportunities Partners III GP, LLC

Signature:	Tsering Lama
Name/Title:	Authorized Signatory
Date:	02/13/2026