SCHEDULE: Yunqi Capital Opposes STAAR Surgical Merger

Yunqi Capital and affiliates reiterate their intention to vote against STAAR Surgical's proposed merger, citing concerns over recent disclosures and urging a special stockholder meeting.

Summary

• Yunqi Path Capital Master Fund, Yunqi Capital Limited, Yunqi Capital Cayman Limited, and Christopher Min Fang Wang (collectively, the "Reporting Persons") beneficially own 2,500,061 shares of STAAR Surgical Co. common stock, representing 5.1% of the class.
• The Reporting Persons issued a Third Press Release on October 21, 2025, publicly stating their continued intention to vote against the Issuer's Proposed Merger.
• The press release highlighted concerns regarding recent disclosures made by STAAR Surgical Co.
• The Reporting Persons urged STAAR Surgical Co. to hold its special meeting of stockholders on October 23, 2025.
• The press release also discussed STAAR Surgical Co.'s preliminary net sales results for the third quarter of 2025, though specific figures are not provided in this filing.

Sentiment

Score: 3

Explanation: The sentiment is negative regarding the proposed merger, as a significant shareholder group is actively opposing it and raising concerns about company disclosures. This indicates a contentious situation.

Negatives

• Reporting Persons express continued intention to vote against the Proposed Merger.
• Concerns raised about recent disclosures of the Issuer.

Risks

• Potential for the Proposed Merger to fail due to significant shareholder opposition.
• Uncertainty surrounding the outcome of the special meeting of stockholders on October 23, 2025.
• Concerns about the adequacy or transparency of recent disclosures by STAAR Surgical Co.

Future Outlook

The Reporting Persons intend to continue their opposition to the Proposed Merger and are urging the Issuer to proceed with the special meeting of stockholders. The outcome of the merger vote remains uncertain.

Management Comments

• Reporting Persons issued an open letter to the board of directors of the Issuer further discussing their continued intention to vote against the Proposed Merger.
• The Third Press Release addresses concerns about recent disclosures of the Issuer.
• The Third Press Release urges the Issuer to hold its special meeting of stockholders on October 23, 2025.

Industry Context

This filing reflects a common scenario in corporate governance where activist shareholders, often institutional investors or hedge funds, publicly oppose significant corporate actions like mergers or acquisitions if they believe the terms are not in the best interest of all shareholders. Such opposition can lead to renegotiations, proxy fights, or the eventual failure of the proposed transaction.

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted by the outcome of the proposed merger and the voting intentions of a 5.1% shareholder. The opposition could influence the share price and the future strategic direction of the company.
• Board of Directors/Management: Facing direct opposition from a significant shareholder group regarding a key strategic decision (the merger), potentially leading to increased scrutiny and pressure.

Next Steps

• Special meeting of stockholders for STAAR Surgical Co. on October 23, 2025.
• Continued engagement and potential further actions by Reporting Persons regarding their opposition to the Proposed Merger.

Key Dates

Recommendation

The strong opposition from a significant shareholder (5.1%) to a proposed merger introduces substantial uncertainty and risk to the transaction's completion. Such public opposition, coupled with concerns over company disclosures, suggests potential governance issues or unfavorable merger terms from an activist's perspective. This could lead to the merger's failure or a protracted dispute, both of which are typically negative for share price in the short to medium term. Investors might consider selling to avoid potential downside from a failed merger or prolonged uncertainty.

Keywords

STAAR Surgical, Yunqi Capital, Schedule 13D, Merger Opposition, Shareholder Activism, Corporate Governance, Voting Against Merger, SEC Filing, Common Stock