Star Fashion Culture prices 12M shares at $0.80
The company expects approximately $9,600,000 in gross proceeds before placement-agent fees and other offering expenses.
Rhea-AI Filing Summary
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.
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Key Figures
Key Terms
best-efforts follow-on public offering financial
gross proceeds financial
non-accountable expense financial
home country practices exemption regulatory
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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 September 2026
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Entry into Material Agreement
On September 25, 2026, Star Fashion Culture Holdings Limited (the “Company”) entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with several investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a best effort offering (the “Offering”), a total of up to 12,000,000 Class A ordinary shares, par value $0.0004 per share (the “Class A Ordinary Shares”), at the price of $0.80 per Class A Ordinary Share. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties.
The Class A Ordinary Shares were offered pursuant to a registration statement on Form F-1, as amended (Registration No. 333-298981, “Form F-1”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 17, 2026. The Form F-1 was declared effective on September 24, 2026.
The Company engaged Kingswood Capital Partners, LLC (“Kingswood”) as the placement agent (the “Placement Agent”) in the Offering pursuant to a Placement Agency Agreement dated September 25, 2026, by and between the Company and the Placement Agent. The Company agreed to pay Kingswood a cash fee equal to 6.5% of the gross proceeds raised in the Offering and reimburse the Placement Agent for certain expenses (including a non-accountable expense of 0.6% of the gross proceeds of the Offering). The Placement Agency Agreement contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company.
The Company intends to use the net proceeds of this Offering for developing its online marketing services and for general administration and working capital.
The foregoing descriptions of the Placement Agency Agreement and the Securities Purchase Agreement are qualified in their entirety by reference to the Placement Agency Agreement and the form of Securities Purchase Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Report”) and are incorporated herein in their entirety by reference.
On September 25, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 hereto.
This Report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Registration Statement, and in other documents the Company files from time to time with the SEC. Any forward-looking statements speak only by the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report, except as required by law.
Nasdaq Home Country Practice
As a company incorporated in the Cayman Islands and listed on the Nasdaq Capital Market (“Nasdaq”), the Company is subject to the Nasdaq corporate governance requirements. Under Nasdaq Listing Rule 5615(a)(3), a foreign private issuer may generally follow its home country corporate governance practices in lieu of certain Nasdaq requirements.
In connection with the Offering, the Company elected to rely on the home country practices exemption available to foreign private issuers under the Nasdaq Rules in lieu of complying with certain Nasdaq shareholder approval requirements that may otherwise be applicable to the Offering.
A copy of the home country practices letter issued by the Company’s Cayman Islands legal counsel, Ogier, is attached hereto as Exhibit 99.2.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Placement Agency Agreement | |
| 10.2 | Form of Securities Purchase Agreement | |
| 99.1 | Press Release, dated September 25, 2026 | |
| 99.2 | Home Country Exemption Letter from Ogier dated September 17, 2026 |
1
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: September 25, 2026 | By: | /s/ Liu Xiaohua |
| Name: | Liu Xiaohua | |
| Title: | Chief Executive Officer and Director | |
2
Exhibit 99.1
Star Fashion Culture Holdings Limited Announces Pricing of Approximately US$9,600,000 Million Public Offering of Class A Ordinary Shares
XIAMEN, Sept. 25, 2026 (GLOBE NEWSWIRE) -- STAR FASHION CULTURE HOLDINGS LIMITED (NASDAQ: STFS) (the “Company” or “STFS”) today announced the pricing of its best-efforts follow-on public offering on September 25, 2026 of 12,000,000 Class A ordinary shares at a public offering price of $0.80 per Class A ordinary share (the “Offering”).
Kingswood Capital Partners, LLC is acting as the placement agent (the “Placement Agent”) in connection with this Offering.
Gross proceeds, before deducting Placement Agent fees and other offering expenses, are expected to be approximately $9,600,000. The Offering is expected to close on September 28, 2026, subject to customary closing conditions. The Company intends to use the net proceeds of this offering for developing its online marketing services and for general administration and working capital.
The securities described above are being offered pursuant to a registration statement on Form F-1, as amended (File No. 333-298981) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on September 24, 2026. The Offering is being made only by means of a prospectus which is a part of the Registration Statement. Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Electronic copies of the final prospectus may be obtained, when available, from Kingswood Capital Partners, LLC at 7280 W Palmetto Park Rd. Suite 301, Boca Raton, FL 33433, or by email at lciervo@kingswoodus.com, or by telephone at +1-800-535-6981.
This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s Registration Statement and other filings with the SEC, which are available for review at www.sec.gov.
About STAR FASHION CULTURE HOLDINGS LIMITED
STAR FASHION CULTURE HOLDINGS LIMITED (the “Company”) is a content marketing solutions services provider with a mission to offer high-quality diversified services. We offer services focusing on (i) marketing campaign planning and execution; (ii) offline advertising services; and (iii) online precision marketing services. We assist customers in enhancing the effectiveness of their marketing activities and the value of their brand and products through our variety of services offered. The Company first began operations in August 11, 2015 through its operating subsidiary, Xiamen Star Fashion Culture Media Co., Ltd.
For enquiry, please contact:
STAR FASHION CULTURE HOLDINGS LIMITED
12F, No.611, Sishui Road
Huli District,
Xiamen
People’s Republic of China
Tel: +86 13063138565
Exhibit 99.2
The Nasdaq Stock Market, Inc. Listing Qualifications 9600 Blackwell Road Rockville, MD 20850 United States of America |
D +852 3656 6054 E nathan.powell@ogier.com D +852 3656 6023 E Janice.chu@ogier.com |
Reference: NMP/JTC/511755.00003
17 September 2026
Dear Sirs
We act as Cayman Islands counsel to Star Fashion Culture Holdings Limited, an exempted company incorporated in the Cayman Islands (the Company).
The Company has advised us that it intends to follow its Cayman Islands practices in lieu of the following Nasdaq Stock Market LLC Rules (the Rules):
| (i) | Rule 5635(a) requires a Nasdaq-listed company to obtain shareholder approval for issuance of securities in connection with acquisitions for certain events, including, without limitation, transaction other than a public offering involving a sale, issuance or potential issuance by the Company of ordinary shares (or securities convertible into or exercisable for ordinary shares), which alone or together with sales by officers, directors or substantial shareholders of the Company, equals 20% or more of the ordinary shares or 20% or more of the voting power outstanding before the issuance; |
| (ii) | Rule 5635(b) requires a Nasdaq-listed company to obtain shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company; |
| (iii) | Rule 5635(c) requires a Nasdaq-listed company to obtain shareholder approval for the establishment of or material amendments to equity compensation plans; and |
| (iv) | Rule 5635(d) requires a Nasdaq-listed company to obtain shareholder approval prior to a 20% Issuance at a price that is less than the Minimum Price. For the purposes of Rule 5635(d), (A) “Minimum Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement; (B) “20% Issuance” means a transaction, other than a public offering as defined in IM-5635-3, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or substantial shareholders of the Company, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance. |
Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws |
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| Floor 11 Central Tower | Partners | ||
|
28 Queen’s Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com |
Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Joanne Collett Dennis Li Cecilia Li |
Yuki Yan David Lin Alan Wong Janice Chu Zhao Rong Ooi Rachel Huang** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡ |
* admitted in New Zealand ** admitted in England and Wales
‡ not ordinarily resident in Hong Kong |
Under Cayman Islands law, the Company’s practice of following the provisions of the laws of the Cayman Islands in lieu of the above Rules is not prohibited under any statutory legal provision of the Cayman Islands, unless it is otherwise specified in the Company’s memorandum and articles of association. Based upon our review of the second amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 24 February 2026 (the Memorandum and Articles), there is no requirement under the Memorandum and Articles requiring the Company to comply with the aforesaid requirement.
We have made no investigation of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the Cayman Islands. Specifically, we have made no independent investigation of the laws of the State of New York or the NASDAQ Stock Market LLC Rules, and we express no opinion as to the meaning, validity or effect of the NASDAQ Stock Market LLC Rules. This advice is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This advice is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
| Yours faithfully | |
| /s/ Ogier | |
| Ogier |