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 October, 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 ☐
Nasdaq Minimum Bid Price Deficiency Letter
On
October 6, 2025, Star Fashion Culture Holdings Limited (the “Company”) received a letter from the Listing Qualifications
staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for
the period from August 20, 2025 to October 3, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq
Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.
Nasdaq
has provided the Company with an 180 calendar days compliance period, or until April 6, 2026, in which to regain compliance with Nasdaq
continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be
eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and
is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse
stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise
not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.
The
Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing
requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance
that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing
requirement.
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: October 8, 2025 |
By: |
/s/ Liu Xiaohua |
| |
Name: |
Liu Xiaohua |
| |
Title: |
Chief Executive Officer and Director |
2
