SCHEDULE: Vesey Street Capital Boosts Airsculpt Stake to 48.6%
Beneficial Ownership Report
Vesey Street Capital Partners and its affiliates, including Adam T. Feinstein, have reported a combined beneficial ownership of 48.6% in Airsculpt Technologies, Inc.
Summary
- Adam T. Feinstein and Vesey Street Capital Partners, L.L.C. collectively beneficially own 30,324,180 shares of Airsculpt Technologies, Inc. Common Stock, representing 48.6% of the outstanding shares.
- This ownership includes shares held by EBS Aggregator Blocker Holdings, LLC (11,761,462 shares or 18.8%), VSCP EBS Aggregator, L.P. (14,038,819 shares or 22.5%), and Vesey Street Capital Partners Healthcare Fund-A, L.P. (4,523,899 shares or 7.2%).
- The percentage is calculated based on 62,436,670 shares of Common Stock outstanding as of July 31, 2025.
- EBS Aggregator Blocker Holdings, LLC has existing letter agreements to release shares to four investors: SC Contour Limited (up to 2,438,005 shares), Thrivent White Rose Fund XI Equity Direct, L.P. (5,169,819 shares), Investor 3 (779,601 shares), and Investor 4 (1,977,637 shares).
- Investor 1, 3, and 4 have blocker provisions preventing them from exceeding 4.99% beneficial ownership upon release, though this limit can be increased with 61 days' notice.
Sentiment
Score: 5
Explanation: The filing is a factual report of beneficial ownership, which is neutral in sentiment. While large institutional ownership can be seen positively, the potential for share distribution introduces a neutral element.
Positives
- Significant ownership by Vesey Street Capital Partners and its affiliates indicates a strong, long-term commitment to Airsculpt Technologies, Inc.
- The substantial stake held by a healthcare-focused private equity firm suggests confidence in the company's business model and future prospects within the medical aesthetics sector.
Negatives
- The potential release of shares from EBS Aggregator Blocker Holdings, LLC to various investors could lead to increased float and potential selling pressure if those investors decide to liquidate their positions.
- The existence of blocker provisions for some investors (limiting ownership to 4.99%) suggests a strategy to avoid certain reporting thresholds, which could fragment the shareholder base.
Risks
- Potential for increased market volatility if the underlying investors (Investor 1, 2, 3, 4) request and subsequently sell their shares, particularly those without a 4.99% blocker.
- The ability of Investor 1, 3, and 4 to increase their beneficial ownership limitation with 61 days' notice could lead to future significant ownership changes without immediate public disclosure until new thresholds are crossed.
Future Outlook
Not applicable. This filing primarily reports beneficial ownership and does not contain forward-looking statements or guidance from the company.
Industry Context
This filing reflects a significant ownership stake by a private equity firm specializing in healthcare, indicating continued investment interest in the medical aesthetics and body contouring sector. Such large institutional holdings can influence corporate strategy and governance within the industry.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Shareholder Influence | Adam T. Feinstein, through Vesey Street Capital Partners, L.L.C. and its affiliated entities, holds a significant 48.6% beneficial ownership, granting substantial shared voting and dispositive power over Airsculpt Technologies, Inc. This level of ownership provides considerable influence over corporate governance and strategic decisions. | 2025-06-30 | High potential for influence on board composition, major corporate transactions, and overall strategic direction due to near-majority ownership. |
Related Party Transactions
- Letter agreements dated October 27, 2021 (as amended) between EBS Aggregator Blocker Holdings, LLC, Vesey Street Capital Partners, L.L.C., affiliated entities, and various investors (SC Contour Limited, Thrivent White Rose Fund XI Equity Direct, L.P., Investor 3, Investor 4) detail the right of these investors to request the release of shares of Common Stock. These agreements represent pre-existing arrangements for the distribution of shares to underlying limited partners or investors of the Vesey Street Capital Partners funds.
Stakeholder Impact
- Shareholders: The significant beneficial ownership by Vesey Street Capital Partners and its affiliates could provide stability and strategic direction, but also means a large portion of the company's shares are concentrated. The potential release of shares to other investors could increase the public float over time.
- Management: The substantial ownership by Vesey Street Capital Partners implies a strong oversight and potential influence on management decisions and strategic initiatives.
Key Dates
| Date | Description |
|---|---|
| 2021-10-27 | Date of original letter agreements for share release with various investors. |
| 2025-06-30 | Date of event which requires filing of this statement (reporting period end). |
| 2025-07-31 | Date as of which 62,436,670 shares of Common Stock were outstanding, used for percentage calculation. |
| 2025-08-01 | Date Issuer's Unaudited Condensed Consolidated Financial Statements for period ended June 30, 2025, were filed. |
| 2025-08-08 | Date of filing of this Schedule 13G Amendment No. 2. |
Keywords
Airsculpt Technologies, SEC Filing, Schedule 13G, Beneficial Ownership, Vesey Street Capital Partners, Adam T Feinstein, Common Stock, Institutional Investor, Healthcare Investment, Shareholder Stake
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