Star Fashion Culture (STFS) approves major share restructuring and 40‑to‑1 consolidation

Rhea-AI Filing Summary

Star Fashion Culture Holdings Limited is implementing a major share restructuring approved at its Annual General Meeting. Shareholders authorized an increase in the company’s authorized share capital from US$50,000 to US$800,000, creating additional Class A and Class B ordinary shares before a consolidation.

The company then approved a 40‑to‑1 share consolidation, so every 40 pre‑consolidation shares combine into one new share at par value US$0.0004. As a result, the 46,450,000 pre‑consolidation Class A shares outstanding become approximately 1,161,250 Class A shares, and the 1,300,000 pre‑consolidation Class B shares become approximately 32,500 Class B shares, with fractional shares rounded up.

The authorized capital after the consolidation is 1,900,000,000 Class A shares and 10,000,000 Class B shares of US$0.0004 each. The share restructuring was effected on February 23, 2026. Upon the opening of business on March 13, 2026, Class A shares will begin trading on Nasdaq on a post‑combination basis under the symbol “STFS” with new CUSIP G8437Q127.

Insights

Equity Capital Markets Analyst

Star Fashion consolidates shares 40‑to‑1 while greatly expanding authorized capital.

Star Fashion Culture Holdings Limited combined every 40 existing Class A and Class B shares into one new share, sharply reducing the number of shares outstanding. Class A shares drop from 46,450,000 to about 1,161,250, and Class B shares from 1,300,000 to about 32,500, with fractional holdings rounded up.

At the same time, shareholders approved a large increase in authorized share capital from US$50,000 to US$800,000, resulting in post‑consolidation authorization of 1,900,000,000 Class A and 10,000,000 Class B shares at US$0.0004 par value. This gives the company significant capacity to issue additional equity in the future, though the timing and use are not detailed in the excerpt.

The restructuring took effect on February 23, 2026, and Class A shares will trade on a post‑combination basis on Nasdaq from March 13, 2026 under the unchanged ticker STFS but with a new CUSIP. Subsequent disclosures in regular filings would clarify any future equity issuance activity against this expanded authorization.

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FAQ

What did Star Fashion Culture Holdings (STFS) approve in its share restructuring?

Star Fashion Culture Holdings approved a Share Restructuring that increased authorized share capital to US$800,000 and implemented a 40‑to‑1 consolidation of both Class A and Class B ordinary shares. This combination reduces the number of shares outstanding while maintaining overall authorized capital capacity.

What is the 40‑to‑1 share consolidation for Star Fashion Culture (STFS)?

The 40‑to‑1 share consolidation means every 40 pre‑consolidation Class A or Class B share automatically becomes one new share at par value US$0.0004. This reduces the count of issued shares but does not, by itself, change the company’s total equity capital.

How do Star Fashion Culture’s (STFS) outstanding shares change after the consolidation?

After the consolidation, the 46,450,000 pre‑consolidation Class A shares become about 1,161,250 Class A shares, and 1,300,000 pre‑consolidation Class B shares become about 32,500 Class B shares. Any fractional entitlements are rounded up to the nearest whole share under the approved terms.

When will Star Fashion Culture’s consolidated shares start trading on Nasdaq?

The share restructuring was effected on February 23, 2026, and the company states that its Class A Ordinary Shares will begin trading on a post‑combination basis on the Nasdaq Capital Market when business opens on March 13, 2026, under the symbol “STFS.”

What is Star Fashion Culture Holdings’ new authorized share capital structure?

Following the Share Restructuring, authorized share capital is US$800,000, divided into 1,900,000,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares, each with par value US$0.0004. This reflects the 40‑to‑1 consolidation applied to the previously increased authorized share base.

What new CUSIP applies to Star Fashion Culture (STFS) after the restructuring?

After the share restructuring, Star Fashion Culture’s Class A Ordinary Shares will trade on Nasdaq under the existing symbol “STFS” but with a new CUSIP number, G8437Q127. This new identifier aligns with the post‑combination share structure effective from March 2026.

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 March, 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 ☐

As previously disclosed, on February 24, 2026, at 10:00 A.M., Beijing Time (February 23, 2026, at 9:00 P.M., Eastern Time), Star Fashion Culture Holdings Limited (the “Company”) held its Annual General Meeting (the “Meeting”). At the Meeting, among other resolutions approved, the shareholders of the Company adopted the resolution to approve the following:

By an ordinary resolution, that:

(i) the increase of the authorized share capital of the Company from US$50,000 divided into 4,980,000,000 class A ordinary shares of US$0.00001 each (the “Pre-consolidation Class A Ordinary Shares”) and 20,000,000 class B ordinary shares of US$0.00001 each (the “Pre-consolidation Class B Ordinary Shares”) to US$800,000 divided into 76,000,000,000 Pre-consolidation Class A Ordinary Shares and 4,000,000,000 Pre-consolidation Class B Ordinary Shares by the creation of additional 71,020,000,000 Pre-consolidation Class A Ordinary Shares and additional 3,980,000,000 Pre-consolidation Class B Ordinary Shares be and hereby is approved (the “Increase of Authorised Share Capital”);

(ii) the consolidation of every forty (40) issued and unissued Pre-consolidation Class A Ordinary Shares in the authorized share capital of the Company into 1 class A ordinary shares of US$0.0004 each (the “Class A Ordinary Shares”) and every forty (40) issued and unissued Pre-consolidation Class B Ordinary Shares in the authorized share capital of the Company into 1 class B ordinary shares of US$0.0004 each (the “Class B Ordinary Shares”) be and hereby is approved, such that the authorized share capital of the Company shall become US$800,000 divided into 1,900,000,000 Class A Ordinary Shares of US$0.0004 each and 10,000,000 class B Ordinary Shares of US$0.0004 each (the “Share Consolidation”, together with the Increase of Authorised Share Capital, the “Share Restructuring”);

(iii) pursuant to the Share Consolidation:

(a) the 46,450,000 Pre-consolidation Class A Ordinary Shares currently in issue and outstanding be consolidated into 1,161,250 Class A Ordinary Shares and

(b) the 1,300,000 Pre-consolidation Class B Ordinary Shares currently in issue and outstanding be consolidated 32,500 Class B Ordinary Shares;

(c) the remaining authorized but unissued 75,953,550,000 Pre-consolidation Class A Ordinary Shares be consolidated into 1,898,838,750 Class A Ordinary Shares and the remaining 3,998,700,000 authorized but unissued Pre-consolidation Class B Ordinary Shares be consolidated into 99,967,500 Class B Ordinary Shares;

(d) any fractional shares created as a result of the Share Consolidation would be rounded up to the nearest whole share; and

(e) in respect of any and all fractional entitlements to the issued consolidated shares of the Company resulting from the Share Consolidation, the Board be and is hereby authorized to settle as it considers expedient any difficulty which arises in relation to the Share Consolidation.

(iv) the registered office provider of the Company (the “RO Provider”) be and hereby is authorized and instructed to attend to any necessary filing of the new authorized share capital of the Company together with this ordinary resolution (or any necessary extract hereof) with the Registrar of Companies in the Cayman Islands (the “Registrar”); and

(v) the transfer agent and share registrar of the Company be and hereby is authorized and instructed to update the shareholder list of the Company as may be necessary to reflect the Share Restructuring.”

On February 23, 2026, the Company effected the Share Restructuring.

As a result of the Share Restructuring, each 40 pre-combination shares outstanding will automatically combine into one new share without any action on the part of the holders, and (a) the 46,450,000 Pre-consolidation Class A Ordinary Shares currently in issue and outstanding will be consolidated into approximately 1,161,250 Class A Ordinary Shares (subject to rounding up of fractional shares to the nearest whole number); and (b) the 1,300,000 Pre-consolidation Class B Ordinary Shares currently in issue and outstanding will be consolidated into approximately 32,500 Class B Ordinary Shares (subject to rounding up of fractional shares to the nearest whole number).

Upon the opening of business on March 13, 2026, the Company’s Class A Ordinary Shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a post-share combination basis under the current symbol “STFS”. The new CUSIP number of the Company’s shares will be G8437Q127.

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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: March 11, 2026	By:	/s/ Liu Xiaohua
	Name:	Liu Xiaohua
	Title:	Chief Executive Officer and Director

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