| 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);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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