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
As reported in Star Fashion Culture Holdings Limited (the “Company”)
Current Report on Form 6-K originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 25,
2026 (the “Prior 6-K”), 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 12,000,000 Class A Ordinary Shares of 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 includes customary indemnification rights and obligations of the parties.
The Offering was closed on September 28, 2026.
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 SEC on September 17, 2026. The Form F-1 was declared effective on September
24, 2026 and the final prospectus was filed on September 25, 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 paid Kingswood a cash fee equal to 6.5% of the gross proceeds raised
in the Offering and reimbursed the Placement Agents 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 description of the Placement Agency Agreement and the
Securities Purchase Agreements qualified in their entirety by reference to the form of the Placement Agency Agreement and the form of
Securities Purchase Agreements, which were filed thereto as Exhibit 10.1 and 10.2, respectively, to the Prior Form 6-K, and which are
incorporated herein in their entirety by reference. For more information about the terms of the Securities Purchase Agreement, the Placement
Agent Agreement, please see the Prior Form 6-K.
On September 25, 2026, the Company issued a press release announcing
the pricing of the Offering (the “Pricing Press Release”). A copy of the Pricing Press Release, which was filed as Exhibit
99.1 of the Prior Form 6-K, is incorporated herein in its entirety by reference. For more information about the pricing press release,
please see the Prior Form 6-K.
On September 28, 2026, the Company issued a press release announcing
the closing of the Offering. A copy of the press release announcing the closing of the Offering 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 Commission. 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.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated September 28, 2026 |
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 28, 2026 |
By: |
/s/ Liu Xiaohua |
| |
Name: |
Liu Xiaohua |
| |
Title: |
Chief Executive Officer and Director |
Exhibit 99.1
Star Fashion Culture Holdings Limited Announces Closing of Approximately
US$9,600,000 Public Offering of Class A Ordinary Shares
XIAMEN, Sept. 28, 2026 (GLOBE NEWSWIRE)
-- STAR FASHION CULTURE HOLDINGS LIMITED (NASDAQ: STFS) (the “Company” or “STFS”) today announced the
Closing of its best-efforts follow-on public offering on September 28, 2026 of 12,000,000 Class A ordinary shares at a public
offering price of $0.80 per Class A ordinary share (the “Offering”).
Gross proceeds, before deducting placement agent
fees and other offering expenses, are expected to be approximately $9,600,000. The Company intends to use the net proceeds of this offering
for developing its online marketing services and for general administration and working capital.
Kingswood Capital Partners, LLC acted as the
placement agent (the “Placement Agents”) in connection with this Offering.
The securities described above were 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 was made only by means
of a prospectus which was 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 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
