Color Star Technology Co Ltd SEC Filings

Zeta Network Group Schedule 13G reports that three reporting persons — Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC — collectively disclose shared beneficial ownership of 1,094,782 Class A Ordinary Shares, representing approximately 3.7% of the class as of the close of business on August 20, 2025. The filing explains this holding consists of shares issuable upon conversion of a convertible note and exercise of multiple warrants held by Intracoastal.

The filing also describes earlier potential beneficial ownership of up to 9.99% (or 3,007,560 shares) based on a warrant and blocker provisions that limit exercise to prevent ownership above specified thresholds. The reporting persons certify the stake is not intended to change control of the issuer and include a joint filing agreement.

Zeta Network Group (formerly Color Star Technology) is offering 11,450,000 Class A ordinary shares and accompanying Investor Warrants, plus Waiver Warrants to certain noteholders, with total potential warrant shares of up to 57,250,000. The Warrants are immediately exercisable at an initial price of $0.56 per share, will reset on the first trading day after closing to $0.28, expire in five years, and include a zero-exercise option that can deliver two times the cash-exercise share amount without additional payment. After placement fees and estimated expenses, the company expects net proceeds of approximately $5.8 million, of which 80% must be used to repay debt. The offering carries a placement agent fee of 6.5%.

The filing discloses a separate secured term loan of $31.6 million from BTC KZ to fund previously agreed mining equipment, bearing 5% interest, maturing July 24, 2028, with quarterly repayments of $2.85 million beginning September 30, 2025, and a requirement to prepay at least 50% of net proceeds from any equity offering. The company canceled previously issued share consideration to ULife and reports 14,626,386 Class A and 12,000 Class B shares outstanding following cancellation. The prospectus warns of significant dilution (the Warrants could represent ~68.7% of outstanding shares post-offering), Nasdaq continued-listing risks, and material cryptocurrency-related regulatory and operational risks.

Color Star Technology Co., Ltd. entered into agreements to sell 11,450,000 Class A Ordinary Shares at $0.56 per share together with warrants to purchase up to 11,450,000 shares at an initial $0.56 exercise price. The warrants are immediately exercisable, expire in five years and include a zero exercise price option that, if used, delivers two times the number of shares that a cash exercise would produce. The warrant exercise price will be adjusted downward to 50% of the initial price on the first trading day after closing with proportional increases in issuable shares to preserve the aggregate nominal exercise price.

Gross proceeds before placement agent fees and expenses are expected to be approximately $6.4 million. The company intends to use proceeds for partial repayment of certain outstanding debt and for general corporate purposes and working capital. In addition, the company will issue approximately 2.9 million additional warrants to certain Convertible Note holders as consideration for waivers. Maxim Group LLC is the sole placement agent and the offering is being made under an effective Form F-3 registration.

Color Star Technology Co., Ltd. has a disclosed beneficial position of 1,547,921 Class A Ordinary Shares, representing 4.99% of the outstanding Class A shares on the basis provided in the filing. The reported position combines 1,072,929 shares issuable on conversion of a convertible note held by Intracoastal Capital LLC and warrants exercisable for the remaining shares (amounts of 131, 8,152 and 466,709 shown).

The filing notes a blocker provision that prevents exercise of a portion of one warrant that would push beneficial ownership above 4.99%, and states the Reporting Persons have shared voting and dispositive power over the 1,547,921 shares and no sole voting or dispositive power.

Color Star Technology has filed a Form 6-K to provide six-month interim financial statements for the period ending December 31, 2024. The filing serves to incorporate these financial statements into the company's existing registration statements on Form S-8 (File No. 333-282647) and Forms F-3 (File Nos. 333-281668 and 333-272844).

The submission includes two key exhibits:

• Unaudited Interim Consolidated Financial Statements comparing December 31, 2024, and June 30, 2024, periods
• Operating and Financial Review and Prospects for the six months ended December 31, 2024

The filing was signed by Samantha Huang, Chief Executive Officer, on June 25, 2025. The company, headquartered at 80 Broad Street, New York, confirms it files annual reports under Form 20-F as a foreign private issuer.