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 Ltd. (STFS) amended its annual report to clarify that it currently relies on Cayman Islands home-country practices instead of certain Nasdaq corporate-governance requirements, including shareholder approval under Rule 5635. The exemption covers certain securities issuances, including establishing or materially amending equity-compensation arrangements, certain acquisitions, issuances that may result in a change of control, and private placements of 20% or more of outstanding ordinary shares or voting power priced below the applicable Minimum Price. The company says such issuances may dilute existing shareholders and reduce their ability to influence transactions. It states that it otherwise currently complies with Nasdaq corporate-governance rules applicable to U.S. domestic companies. The amendment does not update the original report’s financial statements or other disclosures.
Star Fashion Culture Holdings Ltd (STFS) reported a post-year-end sale of 2,000,000 Class B ordinary shares to Xingji ZhangPingting Limited on July 22, 2026, at $1.30 per share for a total purchase price of $2,600,000.
The company provides content marketing services, including event planning and execution, offline advertising and online precision marketing. Its top five customers contributed 87% of revenue for fiscal 2026, versus 52% in fiscal 2025 and 48% in fiscal 2024; customer agreements are per-project rather than long-term. Its top five suppliers represented 59.8% of cost of revenue in fiscal 2026.
As of June 30, 2026, cash denominated in RMB was RMB471,226 (US$69,450), and bank borrowings of RMB3,760,000 were due within one year. The company operates primarily through PRC subsidiaries, which have not paid dividends and cannot pay them until they generate accumulated profits and meet statutory reserve requirements. STFS says it does not anticipate cash dividends in the foreseeable future.
Star Fashion Culture Holdings Ltd (STFS) closed a best-efforts follow-on public offering of 12,000,000 Class A ordinary shares at $0.80 per share on September 28, 2026. Gross proceeds, before placement-agent fees and other offering expenses, are expected to be approximately $9,600,000.
The company paid placement agent Kingswood Capital Partners, LLC a cash fee equal to 6.5% of gross proceeds and reimbursed certain expenses, including a non-accountable expense of 0.6% of gross proceeds. STFS intends to use net proceeds to develop its online marketing services and for general administration and working capital. The Form F-1 registration statement was declared effective on September 24, 2026.
Star Fashion Culture Holdings Limited is offering 12,000,000 Class A Ordinary Shares at US$0.80 per share in a fixed-price, best-efforts offering. The aggregate offering price is US$9.6 million; proceeds before expenses to the company are US$8,976,000, and placement-agent fees are US$624,000. There is no minimum closing amount or escrow, and the company may sell fewer than all shares. Approximately 70% of proceeds is designated for developing online marketing services; the balance is for working capital and other general corporate purposes.
Immediately after the offering, Class A shares outstanding will be 13,161,276 and Class B shares outstanding will be 2,032,500. Class A shares carry one vote each, while Class B shares carry 100 votes each. Chief Financial Officer Zhang Pingting will beneficially own 2,075,000 ordinary shares through Xingji ZhangPingting Limited, representing approximately 93.94% of aggregate voting power.
Star Fashion Culture Holdings Limited is a Cayman Islands holding company that conducts its China operations through Star Fashion (Xiamen). The company describes PRC regulatory requirements and cross-border cash-transfer restrictions as risks to its operations and use of funds.
Star Fashion Culture Holdings Ltd. priced a best-efforts follow-on offering of 12,000,000 Class A ordinary shares at $0.80 per share. Gross proceeds are expected to be approximately $9,600,000 before placement-agent fees and other offering expenses. The offering is expected to close on September 28, 2026, subject to customary closing conditions.
The company agreed to pay Kingswood Capital Partners, LLC a cash fee equal to 6.5% of gross proceeds and reimburse certain expenses, including a non-accountable expense of 0.6% of gross proceeds. It intends to use net proceeds to develop its online marketing services and for general administration and working capital. The shares are offered under the company's Form F-1 registration statement, declared effective on September 24, 2026. In connection with the offering, the company elected to rely on Cayman Islands home-country practices in lieu of certain Nasdaq shareholder approval requirements that may otherwise apply.
Star Fashion Culture Holdings Limited (STFS), a Cayman Islands holding company for a China-based marketing services business, plans a primary offering of up to 12,000,000 Class A Ordinary Shares at a fixed price of US$0.80 per share, for expected gross proceeds of US$9.6 million. Kingswood Capital Partners, LLC will act as exclusive placement agent on a reasonable best-efforts basis, with no minimum offering amount, no escrow, and proceeds available for the company’s immediate use as sales close.
After placement agent cash fees of 6.5% of gross proceeds (about US$0.052 per share), the company expects proceeds before expenses of roughly US$8.98 million. STFS is already listed on the Nasdaq Capital Market under the symbol “STFS” and is an emerging growth company and a foreign private issuer, which allows reduced U.S. reporting requirements. The company has a dual-class structure where Class A shares carry one vote and Class B shares carry 100 votes; its CFO, Zhang Pingting, will beneficially own 13.66% of outstanding share capital but about 93.94% of aggregate voting power after this offering through Class B holdings. Operations are conducted mainly through subsidiaries in mainland China, and the company highlights extensive legal, regulatory, cash-transfer and delisting risks tied to PRC controls, CSRC filing requirements, capital controls, cybersecurity and data laws, and the Holding Foreign Companies Accountable Act.
Xingji Zhangpingting Limited, a British Virgin Islands company of which Chief Financial Officer and Director Pingting Zhang owns the entire issued share capital, reports beneficial ownership of 2,032,500 Class B Ordinary Shares of Star Fashion Culture Holdings Limited, representing 63.64% of that share class.
On July 22, 2026, Star Fashion Culture Holdings Limited entered into a subscription agreement with Xingji Zhangpingting Limited to issue and sell 2,000,000 Class B Ordinary Shares for a total purchase price of $2,600,000. Following the described issuances and disposals, Xingji Zhangpingting Limited held 42,500 Class A Shares and 2,032,500 Class B Shares as of July 23, 2026, while Pingting Zhang’s own reported beneficial ownership is 0 shares.
Star Fashion Culture Holdings Limited investor Xingji Zhangpingting Limited reports beneficial ownership of 42,500 Class A Ordinary Shares, representing 1.33% of that class. Xingji is wholly owned by chief financial officer and director Pingting Zhang, who reports no Class A shares beneficially owned in her own name.
Item 3 describes multiple issuances and disposals of Class A and Class B Shares between the issuer and Xingji. As of July 23, 2026, Xingji held 42,500 Class A Shares and 2,032,500 Class B Shares. The reporting persons note no additional contracts regarding these securities other than a Subscription Agreement and their Joint Filing Agreement.
CFO Zhang Pingting, a director of Star Fashion Culture Holdings Ltd, reported purchasing 2,000,000 shares of Class B Common Stock on July 22, 2026, at $1.30 per share. The shares are held indirectly through Xingji ZhangPingting Limited, bringing total indirect holdings to 2,032,500 shares.