Welcome to our dedicated page for Star Fashion Culture Holdings SEC filings (Ticker: STFS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Star Fashion Culture Holdings Limited (NASDAQ: STFS) provides access to the company’s regulatory documents as a foreign private issuer. Star Fashion files reports with the U.S. Securities and Exchange Commission, including Form 20-F and Form 6-K, and has used registration statements on Form F-1 in connection with offerings of its Class A ordinary shares.
Through these filings, Star Fashion discloses information about capital-raising activities, such as public offerings of Class A ordinary shares conducted under effective Form F-1 registration statements. Related Form 6-K reports may include placement agency agreements, pricing announcements, and references to press releases that describe the terms of these offerings.
Filings also cover Nasdaq listing and compliance matters. The company has reported receiving a Nasdaq minimum bid price deficiency letter under Listing Rule 5550(a)(2), and Form 6-K reports describe the compliance period granted, potential additional compliance periods, and the possibility of delisting if bid price requirements are not met. These documents help investors understand the conditions attached to the company’s continued listing on the Nasdaq Capital Market.
As a foreign private issuer, Star Fashion uses Form 6-K to furnish current information to U.S. markets, including press releases and material agreements. Annual reporting obligations are addressed through Form 20-F, while registration statements on Form F-1 provide detailed descriptions of the business, risk factors, and offering terms.
On Stock Titan, users can review these filings with AI-powered summaries that highlight key points from lengthy documents, including 20-F annual reports, F-1 registration statements, and 6-K current reports. Real-time updates from EDGAR and structured access to filings, including those related to potential listing risks and share offerings, help users analyze Star Fashion Culture Holdings Limited’s regulatory disclosures more efficiently.
Star Fashion Culture Holdings Limited has filed a Form F-3 shelf registration to offer, issue and sell up to US$300,000,000 of Class A ordinary shares, debt securities, warrants, share purchase contracts, units and rights in one or more future offerings. The company’s Class A ordinary shares trade on the Nasdaq Capital Market under the symbol STFS, and it qualifies as both an emerging growth company and a foreign private issuer, allowing reduced disclosure requirements. As of January 14, 2026, it had 46,450,000 Class A ordinary shares and 1,300,000 Class B ordinary shares outstanding under a dual‑class structure with ten votes per Class B share. Operations are conducted mainly through PRC subsidiaries, and the prospectus highlights potential PRC capital controls and currency conversion restrictions that could limit transfers of cash, dividends and overseas financing proceeds within the group.
Star Fashion Culture Holdings Limited has called an annual general meeting for February 24, 2026 in Xiamen, China. Shareholders will vote on reappointing five directors and appointing Enrome LLP as auditor for the year ending June 30, 2026.
Key governance and capital structure changes are proposed. The company seeks to increase the voting power of each Class B ordinary share from 10 votes to 100 votes, while each Class A share would remain at 1 vote. A share restructuring would raise authorised capital to US$800,000 and consolidate every 40 existing Class A and Class B shares into 1 new share.
The board explains the consolidation is intended to help the Class A shares meet Nasdaq’s minimum bid price requirement and support continued listing. Shareholders will also consider issuing 5,000,000 Class B shares to Xingji ZhangPingting Limited at US$0.10–US$1.00 per share, adopting a second amended and restated memorandum and articles of association, and authorizing further share consolidations over three years at ratios up to an aggregate 5,000:1.
Star Fashion Culture Holdings Limited disclosed that it entered into securities purchase agreements with six investors for a private placement of its Class A ordinary shares. The company agreed to issue and sell an aggregate of 13,800,000 Class A ordinary shares at a per share purchase price of $0.0712, for total gross proceeds of $1,000,500. The private placement closed on January 14, 2026.
The shares were sold in an unregistered offering relying on exemptions under Section 4(a)(2) of the Securities Act and Regulation D. The purchase agreements include customary representations, warranties, and indemnification. Under the agreements, Star Fashion must later register the resale of these shares on a continuous basis, using Form F-3 or another appropriate form, and keep the registration effective until the investors are able to freely resell or have sold their shares under applicable securities rules.
Star Fashion Culture Holdings (STFS) filed its annual Form 20-F. The company reports 12,650,000 Class A ordinary shares outstanding as of June 30, 2025. It operates primarily in China, is incorporated in the Cayman Islands, and uses a dual‑class structure. The CFO, Zhang Pingting, beneficially owns 35.85% of outstanding ordinary shares, representing 65.10% of total voting power, concentrating control.
The filing highlights customer and supplier concentration and working-capital pressure. Top 5 customers accounted for ~52% of revenue in the year ended June 30, 2025, while the top five suppliers represented ~45% of cost of revenue in 2025. Accounts receivable were RMB43.78 million (US$6.11 million) as of June 30, 2025. Management discloses substantial doubt about the company’s ability to continue as a going concern and notes PRC regulatory, cybersecurity, cash transfer, and currency risks. The company discusses HFCAA-related audit inspection risks, while stating its auditor is PCAOB-registered.
Star Fashion Culture Holdings Limited reported it received a Nasdaq notice that the Company no longer meets the continued listing requirement to maintain a minimum bid price of
Star Fashion Culture Holdings Limited reported that it received a Nasdaq notice on October 6, 2025 stating that its shares no longer meet Nasdaq’s minimum bid price requirement of $1 per share under Rule 5550(a)(2). The deficiency is based on the closing bid prices from August 20, 2025 to October 3, 2025.
Nasdaq has granted the company a 180-day period, until April 6, 2026, to regain compliance. If it qualifies under other Nasdaq Capital Market standards, the company may obtain a second 180-day period and could use tools such as a reverse stock split to cure the deficiency. If compliance is not regained or eligibility for an extension is not met, the company’s securities may be subject to delisting.
The company states that it is evaluating options and intends to regain compliance, but it cautions that there can be no assurance it will successfully meet the Nasdaq continued listing requirements.
Star Fashion Culture Holdings Limited (Nasdaq: STFS) has filed Prospectus Supplement No. 1 to update the resale information for 4,000,000 Class A ordinary shares previously registered. The supplement primarily revises the “Resale Shareholder” table, disclosing sizeable reductions in insider ownership once the shares are sold into the market.
Xingji ZhangPingting Limited (beneficially owned by CFO Zhang Pingting) intends to sell 2,000,000 Class A shares, cutting its Class A holdings from 3.7 million (35.84% of outstanding) to 1.7 million (8.84%). Because the entity retains 1.3 million Class B shares with enhanced voting rights, its voting power would fall from 65.10% to 32.20%—still a controlling stake but materially lower.
Xingji ZhanJie Limited (beneficially owned by Zhan Jie) plans to sell 2,000,000 Class A shares, reducing its stake from 3.2 million (22.94%) to 1.2 million (3.53%). Corresponding voting power drops from 12.48% to 2.63%.
The offering could increase the public float by 4 million shares, potentially improving liquidity but also creating an overhang that may pressure the share price. Investors should weigh these insider sales against the company’s fundamentals and the high-risk factors outlined on page 19 of the base prospectus. The last reported trading price on July 14 2025 was $1.36 per share.