UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16
OR 15d-16
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
For the month of July, 2025
Commission File Number:
001-42362
STAR FASHION CULTURE HOLDINGS
LIMITED
(Registrant’s Name)
12F, No.611, Sishui Road
Huli District,
Xiamen
People’s Republic
of China
(Address of Principal Executive
Offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Entry into a Material Definitive Agreement.
On July 2, 2025, Star Fashion
Culture Holdings Limited (the “Company”) entered into a placement agency agreement, substantially in the form attached
as Exhibit 1.1 hereto and incorporated herein by reference, with Cathay WestPark Capital, Inc. as placement agent named thereof, in connection
with its public offering (“Offering”) of 20,000,000 Class A ordinary shares, par value $0.00001 per share (the “Class
A Ordinary Shares”) at a price of $0.40 per share. The Company’s Registration Statement on Form F-1 (File No. 333-287377)
for the Offering, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 19, 2025
(as amended, the “Registration Statement”) was declared effective by the Commission on July 1, 2025.
Other Events.
On July 3, 2025, the Company
issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form
6-K.
Financial Statements and Exhibits.
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 1.1* |
|
Form of Placement Agency Agreement |
| |
|
|
| 99.1 |
|
Press Release, July 3, 2025 |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Star Fashion Culture Holdings Limited |
| |
|
|
| Date: July 8, 2025 |
By: |
/s/ Liu Xiaohua |
| |
Name: |
Liu Xiaohua |
| |
Title: |
Chief Executive Officer and Director |
