[424B3] Star Fashion Culture Holdings Limited Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

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.

Positive

• Public float increases by 4 million shares, which may improve share liquidity on Nasdaq.
• Clear disclosure of insider ownership changes helps investors assess control dynamics.

Negative

• Large insider sell-down: two controlling shareholders plan to divest 4 million Class A shares.
• Economic vs. voting misalignment: CFO keeps 32.2% voting power with only 8.84% economic stake.
• Potential share-price overhang from the resale could pressure the stock near the $1.36 level.

Insights

Capital Markets Analyst

TL;DR Significant insider share sales increase float but signal potential price overhang; CFO retains control via Class B shares.

The supplement reveals that two insider-controlled entities will divest a combined 4 million Class A shares. While the transaction broadens the public float and may enhance trading liquidity, such sizeable insider disposals often weigh on market sentiment, particularly for a micro-cap trading at $1.36. Post-sale, the CFO still wields 32.2% voting power because of high-vote Class B stock, preserving effective control. The mixed message—reduced economic exposure yet retained control—could be viewed cautiously by new investors.

Corporate Governance Specialist

TL;DR Voting control remains concentrated despite sharp decline in economic ownership; governance misalignment risk rises.

After the resale, Zhang Pingting’s voting power falls but remains sufficient to block or drive key corporate actions, while her economic stake drops below 9%. Such dual-class structures can entrench management and create a divergence between voting rights and financial risk, an issue flagged by many institutional governance frameworks. Prospective investors should scrutinize board independence and minority-shareholder protections, especially given the planned dilution.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-287377

 

Prospectus Supplement No. 1 to Prospectus dated July 1, 2025

 

4,000,000 Class A Ordinary Shares

 

STAR FASHION CULTURE HOLDINGS LIMITED

 

This Prospectus Supplement No. 1 (this “Supplement”) relates to the prospectus of Star Fashion Culture Holdings Limited (the “Company”) dated July 1, 2025 (the “Prospectus”), relating to the resale of 4,000,000 Class A ordinary shares, par value US$0.00001 per share (“Class A Ordinary Shares”), of the Company by the selling shareholders (the “Resale Shareholders”) named in this prospectus (the “Offering”).

 

This Supplement should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus, except to the extent that the information in this Supplement supersedes the information contained in the Prospectus, and may not be delivered without the Prospectus.

 

This Supplement is being filed to amend the information contained in the table appearing under the caption “Resale Shareholder” beginning on page 97 of the Prospectus, as detailed below.

 

 

 

 

RESALE SHAREHOLDER

 

Xingji ZhangPingting Limited owned 3,700,000 Class A Ordinary Shares and 1,300,000 class B ordinary shares, par value of US$0.00001 per share (the “Class B Ordinary Shares”), of the Company prior to the Offering. After the Offering, Xingji ZhangPingting Limited will own 1,700,000 Class A Ordinary Shares and 1,300,000 Class B Ordinary Shares. Zhang Pingting, our Chief Financial Officer, through her 100% ownership of Xingji ZhangPingting Limited, beneficially owned 3,700,000 Class A Ordinary Shares and 1,300,000 class B Ordinary Shares before the Offering, and 1,700,000 Class A Ordinary Shares and 1,300,000 Class B Ordinary Shares after the Offering.

 

Xingji ZhanJie Limited owned 3,200,000 Class A Ordinary Shares. After the Offering, Xingji ZhanJie Limited will own 1,200,000 Class A Ordinary Shares. Zhan Jie, through his 100% ownership of Xingji ZhanJie Limited, beneficially owned 3,200,000 Class A Ordinary Shares before the Offering, and 1,200,000 Class A Ordinary Shares after the Offering.

 

Accordingly, the Resale Shareholder table is amended as follows:

 

Name of Selling

 

Ordinary Shares Beneficially Owned Prior to Offering

 

 

Percentage Ownership Prior to

 

 

Percentage Voting Power Prior to

 

 

Number of Class A Ordinary Shares

 

 

Number of Ordinary Shares Owned After Offering

 

 

Percentage Ownership After

 

 

Percentage Voting Power After

 

Shareholder

 

Class A

 

 

Class B

 

 

Offering

 

 

Offering

 

 

to be Sold

 

 

Class A

 

 

Class B

 

 

Offering(1)

 

 

Offering(1)

 

Xingji ZhangPingting Limited(2)

 

 

3,700,000

 

 

 

1,300,000

 

 

 

35.84

%

 

 

65.10

%

 

 

2,000,000

 

 

 

1,700,000

 

 

 

1,300,000

 

 

 

8.84

%

 

 

32.20

%

Xingji ZhanJie Limited(3)

 

 

3,200,000

 

 

 

—

 

 

 

22.94

%

 

 

12.48

%

 

 

2,000,000

 

 

 

1,200,000

 

 

 

—

 

 

 

3.53

%

 

 

2.63

%

 

(1)	Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of Ordinary Shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into Class A Ordinary Shares, or convertible or exercisable into our Class A Ordinary Shares within 60 days of the date hereof are deemed outstanding. Such Shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the above table, the Resale Shareholder named in the table has sole voting and investment power with respect to the Shares set forth opposite such shareholder’s name.
(2)	Zhang Pingting, our Chief Financial Officer, through her 100% ownership of Xingji ZhangPingting Limited, beneficially owned 3,700,000 Class A Ordinary Shares and 1,300,000 class B Ordinary Shares before the Offering, and 1,700,000 Class A Ordinary Shares and 1,300,000 Class B Ordinary Shares after the Offering.
(3)	Zhan Jie, through his 100% ownership of Xingji ZhanJie Limited, beneficially owned 3,200,000 Class A Ordinary Shares before the Offering, and 1,200,000 Class A Ordinary Shares after the Offering.

 

Our Class A Ordinary Shares are listed on Nasdaq Capital Market under the symbol “STFS”. On July 14, 2025, the last reported sales price of our Ordinary Shares was $1.36 per share.

 

Investing in our Class A Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page 19 of the Prospectus to read about factors you should consider before you make an investment decision.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus Supplement No. 1 is July 15, 2025

 

 

 

 

FAQ

How many STFS shares are being registered for resale?

The supplement covers 4,000,000 Class A ordinary shares.

What will the CFO’s ownership be after the offering?

Through Xingji ZhangPingting Limited, the CFO will hold 1.7 million Class A and 1.3 million Class B shares, representing 8.84% ownership and 32.20% voting power.

How much will Xingji ZhanJie Limited own post-offering?

It will retain 1.2 million Class A shares, or 3.53% ownership and 2.63% voting power.

What is the last reported STFS share price?

On July 14 2025, STFS closed at $1.36 per share on Nasdaq Capital Market.

Does the filing affect voting control at Star Fashion Culture Holdings?

Yes. While voting power for key insiders decreases, control remains concentrated, especially with Class B shares retaining higher voting rights.