IPO - Star Fashion Culture Holdings Ltd

Form Type: 424B4

Filing Date: 2025-07-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025061646

Filing Summary: Star Fashion Culture Holdings Limited is offering up to 20,000,000 Class A Ordinary Shares at an offering price of US$0.40 per share, with an additional 4,000,000 shares offered by certain Resale Shareholders. The Class A shares are listed on the Nasdaq under the symbol 'STFS'. The offering price was set based on several factors, including the company’s business prospects, management's experience, and market conditions. The document discusses the dual-class voting structure where Class A shareholders have one vote per share, while Class B shareholders have ten votes. The company conducts operations through its subsidiary in China, Star Fashion (Xiamen), and is subject to the risks of Chinese regulations affecting overseas listings. Additional risks include potential sanctions from PRC regulatory agencies, difficulties in transferring funds out of China due to capital controls, and limitations on the distribution of dividends by the subsidiary. The company emphasizes the challenges associated with compliance to PRC laws, particularly considering recent regulatory changes regarding foreign investments. The prospectus contemplates that the proceeds from the offering will be for immediate corporate use, despite the uncertainty regarding their effective application.

Form Type: F-1/A

Filing Date: 2025-06-16

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025054620

Filing Summary: Registration Statement under the Securities Act of 1933 for Star Fashion Culture Holdings Limited filed as Pre-Effective Amendment No. 1 on June 16, 2025. This document presents two prospectuses: a Public Offering Prospectus for the public offering of up to 20 million Class A ordinary shares and a Resale Prospectus for selling shareholders offering up to 4 million shares. The Public Offering Prospectus is priced at an assumed offering price of US$0.40 per share, with historical trading prices recorded as high as US$1.23. The company operates as a holding entity based in the Cayman Islands, conducting business in China, and notes the complexity of regulatory compliance due to the corporate structure involving a PRC subsidiary, Star Fashion (Xiamen). Major considerations include risks related to compliance with PRC regulations, potential changes in foreign investment laws, and the implications of the Holding Foreign Companies Accountable Act. The document highlights emerging growth company status and emphasizes the significance of maintaining regulatory compliance for operational and financial stability, especially regarding cash transfers and dividend payments.

Form Type: F-1

Filing Date: 2025-05-19

Corporate Action: Ipo

Type: New

Accession Number: 000121390025044988

Filing Summary: Star Fashion Culture Holdings Ltd has filed a registration statement with the SEC on Form F-1 for an initial public offering (IPO) of 20,000,000 Class A ordinary shares, priced at US$0.40 per share. The shares are set to be listed on the Nasdaq Capital Market under the symbol 'STFS'. The latest reported sale price prior to the filing was US$1.23 per share. The offering will be managed by underwriters from WestPark Capital, Inc. The company operates primarily through its PRC subsidiary Star Fashion (Xiamen), indicating that investors are purchasing shares in the Cayman Islands holding company rather than the operating entity in China. The document includes risk factors related to the regulatory landscape in China, emphasizing compliance with PRC laws and the implications of the Holding Foreign Companies Accountable Act. The management structure of the company includes a dual-class voting system, with specific interests held by the CFO. The filing indicates the company is categorized as an emerging growth company, subject to reduced reporting requirements. Potential risks include PRC governmental oversight, compliance with foreign investment regulations, and the ability to remit dividends due to capital controls enforced by the Chinese government.

Form Type: DRS

Filing Date: 2025-03-31

Corporate Action: Ipo

Type: New

Accession Number: 000121390025025951

Filing Summary: Star Fashion Culture Holdings Limited has filed a draft registration statement on Form F-1 with the U.S. Securities and Exchange Commission, confidentially submitting its plan for a public offering of 20,000,000 Class A ordinary shares. The shares will be listed on the Nasdaq Capital Market under the symbol 'STFS'. The offering includes a Public Offering Prospectus for general sale and a Resale Prospectus for selling shareholders, detailing the structure and differences of both documents. This IPO is part of the company's strategy to grow its operations based in China. The company emphasizes that following the public offering, it retains a dual-class voting structure where Class A shareholders have one vote per share and Class B shareholders have ten votes. The filing indicates a commitment to comply with U.S. GAAP and total adherence to regulatory obligations, including obtaining necessary approvals from the China Securities Regulatory Commission (CSRC) under the newly enacted Trial Measures for overseas listings. The statement also warns of risks tied to compliance with PRC laws affecting future operations and shares, emphasizing that failure to manage regulatory expectations may significantly impact company operations, market access, and valuation of Class A shares. The company is recognized as an emerging growth entity benefiting from reduced reporting requirements, facilitating its financial strategy and growth aspirations within a complex regulatory landscape in China.