[6-K] Color Star Technology Co., Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Color Star Technology Co., Ltd. (NASDAQ: ADD) reported the results of its 29 June 2025 Annual General Meeting in a Form 6-K filing. Holders of 17,083,723 ordinary shares, representing 57.9 % of outstanding shares, formed a quorum and approved every agenda item.

Key resolutions:

• Reverse Share Split & Share Consolidation: Board may implement a reverse split at a ratio between 1-for-5 and 1-for-100. This reduces the share count and raises the par value while keeping authorised capital at US$32 million. Vote: 99.0 % in favour (16.92 m For / 0.16 m Against).
• Corporate Rebrand: Company name will change to Zeta Network Group. Vote: 99.3 % in favour (16.97 m For).
• Articles Amendment: Adoption of a Seventh Amended & Restated Memorandum and Articles to reflect the share consolidation and name change (99.3 % support).
• 2025 Equity Incentive Plan: Authorises new share-based awards; passed with 99.1 % support.
• Board Elections: Five directors (Wei Zhang, Hung-Jen Kuo, Honglei Jiang, Yan Zhang, Samantha Huang) re-elected with ~99.2 % approval each.
• Auditor Ratification: Assentsure PAC retained for FY 2025 (99.5 % approval).
• Routine filings and adjournment authorities also approved.

Implications for investors: The reverse split authority provides flexibility to lift a depressed share price or meet exchange listing requirements, but may compress existing shareholdings depending on the final ratio chosen. The equity plan could introduce dilution over time, while the rebrand signals a strategic repositioning. No financial performance metrics were disclosed in this filing.

Positive

• Shareholder approvals across all 12 proposals provide the board with clear mandate and reduce execution risk.
• Potential bid-price compliance through authorised reverse split could help maintain NASDAQ listing.
• Rebranding to Zeta Network Group may refresh market perception and align with strategic repositioning.

Negative

• Broad 1-for-100 reverse split authority introduces uncertainty and potential value compression for existing shareholders.
• 2025 Equity Incentive Plan adds future dilution risk, particularly after the share consolidation.

Insights

Financial Analyst

TL;DR Governance items passed; reverse split enables compliance but raises dilution risk—overall neutral to slightly cautious impact.

The reverse split authority is the most material resolution. It gives the board a broad 1-for-5 to 1-for-100 range, suggesting a potentially very low current trading price and possible NASDAQ delisting pressure. While a consolidation can restore bid price compliance, it does not add intrinsic value and historically leads to negative post-split returns if not paired with operational improvement. The 2025 Equity Incentive Plan further increases potential dilution once the split is effected. On the positive side, all items passed with overwhelming support, indicating shareholder alignment, and the rebranding could facilitate marketing around new business lines. Absent earnings data, cash metrics, or strategic detail, the filing is largely procedural. I view the net impact as neutral, with a watch flag on execution of the split ratio.

Corporate Governance Expert

TL;DR Strong shareholder support reflects governance stability; broad split authority requires vigilant oversight.

From a governance perspective, achieving nearly 99 % approval across all items shows effective engagement and absence of organised dissent. Amendments to the Memorandum and Articles are routine when undertaking a share consolidation and name change, and the company has secured authorisation for requisite Cayman filings, minimising procedural risk. However, granting a 1-for-100 cap without preset conditions concentrates significant power in the board’s hands. Best practice would involve clearer triggers or a narrower range to protect minority holders. The refreshed board composition and continued appointment of Assentsure PAC provide continuity. Overall impact is neutral but merits monitoring the board’s timing and communication around the eventual split execution.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 333-226308

COLOR STAR TECHNOLOGY CO., LTD.

(Translation of registrant’s name into English)

80 Board Street, 5th Floor
New York, NY 10005
Tel: +1 (929) 317-2699
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders (the “Annual General Meeting”) on June 29, 2025 at 10:00 p.m. Eastern Standard Time (i.e., June 30, 2025 at 10:00 a.m., Beijing time and 9:00 pm Cayman Islands time) at BlueHub, 5A, 5th Floor, Building B, Suzhou Center Office Tower, No. 88 Suxiu Road, Suzhou Industrial Park, Suzhou, Jiangsu, PRC, 215021.

Holders of 17,083,723 shares of the Registrant (consisting of 17,083,723 Class A Ordinary Shares and 0 Class B Ordinary Shares) were present in person or by proxy at the annual meeting, representing approximately 57.94% of the total 29,484,552 outstanding shares (consisting of 29,472,552 Class A Ordinary Shares and 12,000 Class B Ordinary Shares) and therefore constituting a quorum, present in person or by proxy at the Annual General Meeting and entitled to vote at the Annual General Meeting as of the record date of May 20, 2025. The final voting results for each matter submitted to a vote of shareholders at the Annual General Meeting are as follows:

1. Reverse Share Split and Share Consolidation Proposal

The shareholders approved as an ordinary resolution, to authorize the Company’s board of directors (the “Board”) to effect a reverse share split (the “Reverse Share Split” and share consolidation (the “Share Consolidation”) (the Reverse Share Split and Share Consolidation, the “Reverse Share Split and Share Consolidation”), of the Company’s authorized and issued share capital, at a ratio of up to one-for-one hundred, but in any case at a ratio of not less than one-for-five (the “Approved Consolidation Ratio”), at a date to be determined by the Board, with the exact ratios to be set at a whole number within this range, as determined by the Board in its sole discretion, such that the number of authorized and issued Class A Ordinary Shares and Class B Ordinary Shares is decreased by the Approved Consolidation Ratio, with the par value per Class A Ordinary Share and Class B Ordinary Share increased by the Approved Consolidation Ratio. Such Reverse Share Split and Share Consolidation to be effected, at the specific Approved Consolidation Ratio (subject to the above maximum), as to be determined by the Board, and in order to effect the Reverse Share Split and Share Consolidation and subject to adjustment pending the Board’s determination of the precise Approved Consolidation Ratio of the Reverse Share Split and Share Consolidation, the authorized share capital of the Company shall be altered from US$32,000,000 divided into (i) 280,000,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, and (ii) 40,000,000,000 Class B Ordinary Shares of a par value of US$0.0001 each, to US$32,000,000 divided into (i) as low as 2,800,000,000 Class A Ordinary Shares of a par value of US$0.01 each and 400,000,000 Class B Ordinary Shares of a par value of US$0.01 each (the “Reverse Share Split and Share Consolidation Proposal”); authorization of the Reverse Share Split and Share Consolidation Proposal to be approved as an ordinary resolution. No broker non-votes are counted.

For		Against		Abstain
16,924,951		156,661		2,111

2. Name Change Proposal

The shareholders approved as a special resolution that the Company’s name be changed from “Color Star Technology Co., Ltd.” to “Zeta Network Group” (the “Name Change Proposal”). No broker non-votes are counted.

For		Against		Abstain
16,970,808		110,569		2,346

3. Articles Amendment Proposal

Subject to approval by the shareholders of Proposal 1 (the Reverse Share Split and Share Consolidation) and Proposal 2 (the Name Change Proposal), the shareholders approved as a special resolution that the Seventh Amended and Restated Memorandum and Articles of Association of the Company (the “Amended M&A”) in substitution for the existing Sixth Amended and Restated Memorandum and Articles of Association of the Company (the “Articles Amendment Proposal”) to effect the Reverse Share Split and Share Consolidation, and the Subdivision of Authorised Share Capital and Name Change. No broker non-votes are counted.

For		Against		Abstain
16,961,060		120,713		1,950

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4. 2025 Equity Incentive Plan Proposal

The shareholders approved the proposal as a special resolution to adopt the Company’s 2025 Equity Incentive Plan and all transactions contemplated thereunder, including the reservation and issuance of shares (the “2025 Equity Incentive Plan Proposal”). No broker non-votes are counted.

For		Against		Abstain
16,929,205		151,169		3,349

5. Election of Director Proposal – Wei Zhang

The shareholders approved the proposal as an ordinary resolution to elect and/or re-elect, as applicable, Wei Zhang, to serve on the Board until his or her death, resignation, or removal (the “Election of Director Proposal – Wei Zhang”). No broker non-votes are counted.

For		Against		Abstain
16,938,914		139,038		5,771

6. Election of Director Proposal – Hung-Jen Kuo

The shareholders approved the proposal as an ordinary resolution to elect and/or re-elect, as applicable, Hung-Jen Kuo, to serve on the Board until his or her death, resignation, or removal (the “Election of Director Proposal - Hung-Jen Kuo”). No broker non-votes are counted.

For		Against		Abstain
16,938,362		139,081		6,280

7. Election of Director Proposal – Honglei Jiang

The shareholders approved the proposal as an ordinary resolution to elect and/or re-elect, as applicable, Honglei Jiang, to serve on the Board until his or her death, resignation, or removal (the “Election of Director Proposal - Honglei Jiang”). No broker non-votes are counted.

For		Against		Abstain
16,938,792		139,161		5,770

8. Election of Director Proposal – Yan Zhang

The shareholders approved the proposal as an ordinary resolution to elect and/or re-elect, as applicable, Yan Zhang, to serve on the Board until his or her death, resignation, or removal (the “Election of Director Proposal - Yan Zhang”). No broker non-votes are counted.

For		Against		Abstain
16,938,847		139,106		5,770

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9. Election of Director Proposal – Samantha Huang

The shareholders approved the proposal as an ordinary resolution to elect and/or re-elect, as applicable, Samantha Huang, to serve on the Board until his or her death, resignation, or removal (the “Election of Director Proposal - Samantha Huang”). No broker non-votes are counted.

For		Against		Abstain
16,938,895		138,858		5,970

10. Ratification of the Appointment of Auditors Proposal

The shareholders approved the proposal as an ordinary resolution to ratify, confirm and approve the appointment of Assentsure PAC as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025 (the “Ratification of Appointment of Auditors Proposal”). No broker non-votes are counted.

For		Against		Abstain
16,989,807		79,916		14,000

11. Filing Proposal

The shareholders approved the proposal as an ordinary resolution to make all required filings with the Registrar of Companies of the Cayman Islands in relation to the above resolutions and the Company’s Transfer Agent to make all relevant updates to the Company’s register of members (the “Filing Proposal”). No broker non-votes are counted.

For		Against		Abstain
16,954,447		123,530		5,746

12. Adjournment Proposal

The shareholders approved the proposal as an ordinary resolution to consider and take action upon such other matters as may properly come before the Annual General Meeting or any adjournment or postponement thereof (the “Adjournment Proposal”). No broker non-votes are counted.

For		Against		Abstain
16,941,987		141,646		90

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: July 3, 2025

COLOR STAR TECHNOLOGY CO., LTD.
By:	/s/ Samantha Huang
Name:	Samantha Huang
Title:	Chief Executive Officer

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FAQ

What reverse split ratio did Color Star (ADD) approve?

Shareholders authorised a ratio between 1-for-5 and 1-for-100; the exact ratio will be set later by the board.

Why is Color Star changing its name to Zeta Network Group?

The AGM approved a special resolution to rebrand; the filing gives no additional rationale beyond adopting the new name.

Did shareholders approve the 2025 Equity Incentive Plan?

Yes, the plan passed with 16.93 m For vs. 0.15 m Against, enabling future share-based awards.

Who will audit Color Star for FY 2025?

Assentsure PAC was ratified as the independent registered public accounting firm.

Were any directors opposed during the elections?

All five directors received about 99 % support; opposition votes ranged from 0.14 m to 0.15 m shares.

What percentage of shares were represented at the AGM?

Approximately 57.94 % of the 29.48 m outstanding shares were present or represented by proxy.