|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)*
|
Airsculpt Technologies, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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. |
| 1 | Names of Reporting Persons
EBS Aggregator Blocker Holdings, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,761,462.00 | ||||||||
| 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)
16.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Adam T Feinstein | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,324,180.00 | ||||||||
| 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)
42.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
VSCP EBS Aggregator, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,038,819.00 | ||||||||
| 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)
19.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Vesey Street Capital Partners Healthcare Fund-A, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,523,899.00 | ||||||||
| 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)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Vesey Street Capital Partners, L.L.C. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,324,180.00 | ||||||||
| 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)
42.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Airsculpt Technologies, Inc. | |
| (b) | Address of issuer's principal executive offices:
c/o AirSculpt Technologies, Inc., 1111 Lincoln Road, Suite 802, Miami Beach, Florida 33139 | |
| Item 2. | ||
| (a) | Name of person filing:
The persons filing this statement are Adam T Feinstein, VSCP EBS Aggregator, L.P., Vesey Street Capital Partners Healthcare Fund-A, L.P., EBS Aggregator Blocker Holdings, LLC, and Vesey Street Capital Partners, L.L.C. Together, Adam T Feinstein, VSCP EBS Aggregator, L.P., Vesey Street Capital Partners Healthcare Fund-A, L.P., EBS Aggregator Blocker Holdings, LLC, and Vesey Street Capital Partners, L.L.C. are the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
c/o AirSculpt Technologies, Inc.
1111 Lincoln Road, Suite 802
Miami Beach, Florida 33139 | |
| (c) | Citizenship:
Adam Feinstein is a United States citizen.
VSCP EBS Aggregator, L.P. is a Delaware limited partnership.
Vesey Street Capital Partners Healthcare Fund-A, L.P. is a Delaware limited partnership.
EBS Aggregator Blocker Holdings, LLC is a Delaware limited liability company.
Vesey Street Capital Partners, L.L.C. is a Delaware limited liability company. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
| |
| 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:
See Exhibit 99.2 hereto. | |
| (b) | Percent of class:
See Exhibit 99.2 hereto. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Exhibit 99.2 hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See Exhibit 99.2 hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Exhibit 99.2 hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Exhibit 99.2 hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Mr. Feinstein may be deemed to beneficially own, and have voting and dispositive power over, the shares of Common Stock held directly by VSCP EBS Aggregator, L.P. ("VSCP EBS Aggregator"), EBS Aggregator Blocker Holdings, LLC ("EBS Aggregator Blocker"), and Vesey Street Capital Partners Healthcare Fund-A, L.P. ("VSCP Healthcare Fund-A") through his role as managing partner of Vesey Street Capital Partners, L.L.C. ("Vesey"), which serves as the manager of EBS Aggregator Blocker and general partner of Vesey Street Capital Partners Healthcare GP, L.P., which serves as general partner of VSCP EBS Aggregator and VSCP Healthcare Fund-A. Each of the Reporting Persons disclaims beneficial ownership of any securities that exceed their pecuniary interest therein.
Thrivent White Rose Fund XI Equity Direct, L.P. ("Thrivent") may be deemed to beneficially own, and have dispositive power over, the 5,169,820 shares of Common Stock held directly by it. Vesey and EBS Aggregator Blocker may be deemed to share voting power over such shares pursuant to that certain Proxy and Voting Agreement between Vesey and Thrivent dated May 20, 2026 (the "Proxy and Voting Agreement"). Vesey and EBS Aggregator Blocker do not have dispositive power over the shares held by Thrivent. The Reporting Persons have not been furnished information regarding any disposition of such shares by Thrivent and, for purposes of this Schedule 13G, have assumed that Thrivent continued to hold all such shares as of the date of this Schedule 13G. | ||
| 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: |
Not Applicable
|
| 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.
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 99.1 - Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed with the SEC by the Reporting Persons on February 11, 2022)
Exhibit 99.2 - Additional Information |
Exhibit 99.2
Item 4
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
Pursuant to a letter agreement dated October 27, 2021, as amended (“Investor 1’s Letter Agreement”), among EBS Aggregator Blocker Holdings, LLC (“EBS Aggregator Blocker”), Vesey Street Capital Partners, L.L.C. (“Vesey”), affiliated entities, and SC Contour Limited (“Investor 1”), Investor 1 has the right to request that up to 2,438,005 shares of Common Stock held directly by EBS Aggregator Blocker be released to Investor 1 within one (1) business day of such request. Investor 1’s Letter Agreement contains a blocker provision under which Investor 1 does not have the right to request the release of any shares of Common Stock to the extent that, after giving effect to such release, Investor 1 would beneficially own more than 4.99% of the Common Stock. Investor 1, upon not less than 61 days’ notice to EBS Aggregator Blocker, may increase the beneficial ownership limitation.
Pursuant to a letter agreement dated October 27, 2021, as amended (“Investor 2’s Letter Agreement”), among EBS Aggregator Blocker, Vesey, affiliated entities, and Thrivent White Rose Fund XI Equity Direct, L.P. (“Investor 2”), Investor 2 has the right to request 5,169,820 shares of Common Stock (the “Distributed Shares”) currently held by EBS Aggregator Blocker be released directly to Investor 2 within one (1) business day of such request. In May 2026, Investor 2 exercised its right pursuant to Investor 2’s Letter Agreement and received the Distributed Shares from EBS Aggregator Blocker (the “Distribution”). Substantially concurrently with the Distribution, Investor 2 executed a proxy and voting agreement dated May 20, 2026 (the “Proxy and Voting Agreement”) with Vesey whereby Investor 2 appointed Vesey to be Investor 2’s proxy agent and to vote all of the Distributed Shares with respect to all matters submitted to Investor 2 at all meetings of AirSculpt Technologies, Inc.’s stockholders, or any adjournments thereof, and in all consents to any actions taken without a meeting (the “Proxy”). The Proxy commenced as of the date of the Proxy and Voting Agreement and shall terminate automatically and without further action on the earlier of (a) the date that is twelve (12) months following the date of the Proxy and Voting Agreement or (b) the date on which Investor 2 ceases to beneficially own or hold of record any of the Distributed Shares. Vesey and EBS Aggregator Blocker may be deemed to share voting power over the Distributed Shares pursuant to the Proxy and Voting Agreement. Vesey and EBS Aggregator Blocker do not have dispositive power over the Distributed Shares. The Reporting Persons have not been furnished information regarding any disposition of the Distributed Share by Investor 2 and, for purposes of this Schedule 13G, have assumed that Investor 2 continued to hold all such shares as of the date of this Schedule 13G.
Pursuant to a letter agreement dated October 27, 2021, as amended (“Investor 3’s Letter Agreement”), among EBS Aggregator Blocker, Vesey, affiliated entities, and an investor (“Investor 3”), Investor 3 has the right to request 779,601 shares of Common Stock currently held by EBS Aggregator Blocker be released directly to Investor 3 within one (1) business day of such request. Investor 3’s Letter Agreement contains a blocker provision under which Investor 3 does not have the right to request the release of any shares of Common Stock to the extent that, after giving effect to such release, Investor 3 would beneficially own more than 4.99% of the Common Stock. Investor 3, upon not less than 61 days’ notice to EBS Aggregator Blocker, may increase the beneficial ownership limitation.
Pursuant to a letter agreement dated October 27, 2021, as amended (“Investor 4’s Letter Agreement”), among EBS Aggregator Blocker, Vesey, affiliated entities, and an investor (“Investor 4”), Investor 4 has the right to request 1,977,637 shares of Common Stock currently held by EBS Aggregator Blocker be released directly to Investor 4 within one (1) business day of such request. Investor 4’s Letter Agreement contains a blocker provision under which Investor 4 does not have the right to request the release of any shares of Common Stock to the extent that, after giving effect to such release, Investor 4 would beneficially own more than 4.99% of the Common Stock. Investor 4, upon not less than 61 days’ notice to EBS Aggregator Blocker, may increase the beneficial ownership limitation.