SEC Form SC 13G/A filed by So-Young International Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

So-Young International Inc.

(Name of Issuer)

 

Class A Ordinary Shares, $0.0005 par value

(Title of Class Securities)

 

83356Q108**

(CUSIP Number)

 

December 31, 2022

(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)

 

*          The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

**          The Class A Ordinary Shares have no CUSIP number.  The CUSIP number for the American Depositary Shares is 83356Q108. 13 American Depositary Shares represent 10 Class A Ordinary Shares.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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1	NAMES OF REPORTING PERSONS
	Oasis Management Company Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			- 0 -
		6	SHARED VOTING POWER
			1,927,544 Class A Ordinary Shares
		7	SOLE DISPOSITIVE POWER
			- 0 -
		8	SHARED DISPOSITIVE POWER
			1,927,544 Class A Ordinary Shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,927,544 Class A Ordinary Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.66%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

 

^**          Calculated based upon 72,526,779 Class A Ordinary Shares outstanding as of February 28, 2022, as disclosed by the Company in its Form 20-F filed with the Securities and Exchange Commission on May 2, 2022.

1	NAMES OF REPORTING PERSONS
	Seth Fischer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			- 0 -
		6	SHARED VOTING POWER
			1,927,544 Class A Ordinary Shares
		7	SOLE DISPOSITIVE POWER
			- 0 -
		8	SHARED DISPOSITIVE POWER
			1,927,544 Class A Ordinary Shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,927,544 Class A Ordinary Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.66%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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^**          Calculated based upon 72,526,779 Class A Ordinary Shares outstanding as of February 28, 2022, as disclosed by the Company in its Form 20-F filed with the Securities and Exchange Commission on May 2, 2022.

Item 1(a)

NAME OF ISSUER

Item 1(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

Item 2(a)

NAME OF PERSON FILING

(i)

Oasis Management Company Ltd., a Cayman Islands exempted company (“Oasis Management” or the “Investment Manager”), with respect to the Class A Ordinary Shares (as defined below) held by certain investment funds managed by Oasis Management (the “Oasis Funds”);

(ii)

Seth Fischer (“Mr. Fischer”), is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of the Oasis Funds, with respect to the Class A Ordinary Shares held by the Oasis Funds.

Item 2(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

Item 2(c)

CITIZENSHIP:

Item 2(d)

TITLE AND CLASS OF SECURITIES:

Item 2(e)

CUSIP NUMBER:

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:

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐

Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C 80a-8).

☒

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

☐

Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

☒

Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

☐

Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐

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);

☐

Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Item 4.

OWNERSHIP

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Item 9.

NOTICE OF DISSOLUTION OF GROUP

Item 10.

CERTIFICATION

DATED: February 14, 2023
	OASIS MANAGEMENT COMPANY LTD.
	By	/s/ Phillip Meyer
	Name:	Phillip Meyer
	Title:	Director
	/s/ Seth Fischer
	SETH FISCHER