[SCHEDULE 13G] Color Star Technology Co., Ltd. SEC Filing
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.
- Transparent disclosure of current and contingent beneficial ownership including exact share counts and percentages
- Blocker provisions limit exercise of warrants/convertible note, capping potential immediate ownership concentration
- Joint filing agreement and certification clarify no intent to change or influence issuer control
- Potential dilution from warrants and convertible note (total contingent shares disclosed) that could increase share count if exercised or converted
- Contingent ownership could reach 9.99% absent blocker limits, indicating significant latent position tied to Intracoastal Warrant 1 and other instruments
Insights
TL;DR: Reporting persons hold 3.7% beneficially with material warrant and convertible exposure that could dilute share count but is capped by blocker provisions.
The filing quantifies current and contingent positions precisely: 1,094,782 shares deemed beneficially owned as of August 20, 2025, made up of convertible-note conversions and three warrants totaling 713,338 warrant-derived shares plus 381,444 from the convertible note. The document also discloses a larger theoretical position tied to Intracoastal Warrant 1 and other instruments that would approach a 9.99% threshold absent blocker provisions. For investors, the key implications are potential dilution from exercised instruments and the existence of contractual blocker limits that constrain near-term concentration risk.
TL;DR: This is a routine joint Schedule 13G disclosure showing non-control intent and describing blocker provisions limiting exercised ownership thresholds.
The filing emphasizes that the reporting persons assert no intent to influence control and includes a certification to that effect. Important governance details include the joint filing agreement and multiple contractual blocker provisions that prevent conversion/exercise beyond 4.99% or 9.99% thresholds for specific instruments. Those provisions affect voting and ownership dynamics and reduce the likelihood of an abrupt change in control via these instruments, while still creating a class of contingent securities investors should monitor.