Schedule 13G filing reporting passive ownership in Color Star Technology Co., Ltd. Arena Investors and related entities report beneficial ownership of Ordinary Shares as of the August 14, 2025 event date. The filing shows Arena Investors, LP and Arena Investors GP, LLC each report 1,700,000 Ordinary Shares (representing 6.1% of the class). Related funds report holdings of 317,390 shares (1.2%) and 1,382,610 shares (5.0%). The reported shares consist entirely of Ordinary Shares underlying warrants that were exercisable within 60 days of August 14, 2025. The ownership percentages are calculated using 14,626,386 Ordinary Shares outstanding as of August 6, 2025, additional 11,450,000 Ordinary Shares issued on August 14, 2025, and the Ordinary Shares underlying the warrants referenced in the filing.
Positive
None.
Negative
None.
Insights
TL;DR: Passive holders disclosed material warrant-based positions totaling up to 6.1% for a reporting entity; positions are exercisable within 60 days.
The filing is a routine Schedule 13G indicating passive investment positions held by Arena-managed vehicles in Color Star Technology. Key points: Arena Investors, LP and Arena Investors GP, LLC each report 1,700,000 shares (6.1%). Separate Arena special opportunities vehicles report 317,390 (1.2%) and 1,382,610 (5.0%). The filing discloses that the reported shares are underlying warrants exercisable within 60 days of August 14, 2025, and uses the issuer's reported share counts from August 6 and August 14, 2025 to calculate percentages. This implies potential dilution upon exercise but does not assert any intent to influence control and includes the required passive-investor certification.
TL;DR: The disclosure is procedural and classified as passive; no group or control claims are asserted.
The statement clarifies that the reporting persons disclaim beneficial ownership beyond the shares directly owned by each entity and explicitly states the securities were not acquired to change or influence control. The filing includes a Joint Filing Agreement as an exhibit and lists authorized signatory attestations. From a governance perspective, this is a standard passive ownership disclosure without board nomination or control intentions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Color Star Technology Co., Ltd.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G2287A126
(CUSIP Number)
08/14/2025
(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.
G2287A126
1
Names of Reporting Persons
Arena Investors, LP
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:
5
Sole Voting Power
1,700,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,700,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,700,000.00
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)
6.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G2287A126
1
Names of Reporting Persons
Arena Investors GP, 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:
5
Sole Voting Power
1,700,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,700,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,700,000.00
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)
6.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
CUSIP No.
G2287A126
1
Names of Reporting Persons
Arena Special Opportunities (Offshore) Master, LP
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
317,390.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
317,390.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
317,390.00
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)
1.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G2287A126
1
Names of Reporting Persons
Arena Special Opportunities Fund (Offshore) II GP, LP
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:
5
Sole Voting Power
317,390.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
317,390.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
317,390.00
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)
1.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G2287A126
1
Names of Reporting Persons
Arena Special Opportunities Fund (Offshore) GP, 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:
5
Sole Voting Power
317,390.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
317,390.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
317,390.00
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)
1.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
CUSIP No.
G2287A126
1
Names of Reporting Persons
Arena Special Opportunities Parallel Investor Vehicle III US, LP
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:
5
Sole Voting Power
1,382,610.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,382,610.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,382,610.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G2287A126
1
Names of Reporting Persons
Arena Special Opportunities Parallel Investor Vehicle III GP, 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:
5
Sole Voting Power
1,382,610.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,382,610.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,382,610.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Color Star Technology Co., Ltd.
(b)
Address of issuer's principal executive offices:
80 Board Street, 5th Floor, New York, NY 10005
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed by the following (the "Reporting Persons"): (i) Arena Investors, LP (the "Investment Manager"), who serves as investment manager to ASOFM and ASOIII (each as defined below); (ii) Arena Investors GP, LLC, who serves as the general partner of the Investment Manager (the "IM General Partner"); (iii) Arena Special Opportunities (Offshore) Master, LP ("ASOFM"); (iv) Arena Special Opportunities Fund (Offshore) II GP, LP, who serves as the general partner of ASOFM (the "ASOFM General Partner"); (v) Arena Special Opportunities Fund (Offshore) GP, LLC, who serves as the general partner of the ASOFM General Partner (the "ASOFM GP General Partner"); (vi) Arena Special Opportunities Parallel Investor Vehicle III US, LP ("ASOIII"); and (vii) Arena Special Opportunities Parallel Investor Vehicle III GP, LLC, who serves as the general partner of ASOIII (the "ASOIII General Partner"). Each of ASOFM and ASOIII is a private investment vehicle. ASOFM and ASOIII directly beneficially owns the Ordinary Shares reported in this Schedule 13G. The Investment Manager, the IM General Partner, the ASOFM General Partner and the ASOFM GP General Partner may be deemed to beneficially own the Ordinary Shares directly beneficially owned by ASOFM. The Investment Manager, the IM General Partner and the ASOIII General Partner may be deemed to beneficially own the Ordinary Shares directly beneficially owned by ASOIII. Each Reporting Person disclaims beneficial ownership with respect to any Ordinary Shares other than the Ordinary Shares directly beneficially owned by such Reporting Person.
(b)
Address or principal business office or, if none, residence:
The principal business office of the Reporting Persons is 2500 Westchester Avenue, Suite 401, Purchase, New York 10577.
(c)
Citizenship:
For citizenship or place of organization see Item 4 of the cover page of each Reporting Person.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G2287A126
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 Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on August 14, 2025, the Date of Event which requires the filing of this Schedule 13G. The reported Ordinary Shares consist entirely of Ordinary Shares underlying warrants that as of August 14, 2025 were exercisable within 60 days.
(b)
Percent of class:
See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on: (x) 14,626,386 Ordinary Shares outstanding as of August 6, 2025, as reported by the Issuer in its Form 6-K filed with the SEC on August 6, 2025; (y) 11,450,000 Ordinary Shares issued on August 14, 2025, as reported by the Issuer in its Prospectus Supplement filed with the SEC on August 14, 2025; and (z) the Ordinary Shares underlying the warrants referenced in Item 4(a).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Arena Investors, LP
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/21/2025
Arena Investors GP, LLC
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/21/2025
Arena Special Opportunities (Offshore) Master, LP
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/21/2025
Arena Special Opportunities Fund (Offshore) II GP, LP
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/21/2025
Arena Special Opportunities Fund (Offshore) GP, LLC
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/21/2025
Arena Special Opportunities Parallel Investor Vehicle III US, LP
Signature:
/s/ Tsering Lama
Name/Title:
Tsering Lama / Authorized Signatory
Date:
08/21/2025
Arena Special Opportunities Parallel Investor Vehicle III GP, LLC
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