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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30,2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

For the transition period from __________ to ____________

Commission file number:001-41467

Star Fashion Culture Holdings Limited

(Exact name of the Registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

12F, No.611, Sishui Road

Huli District,

Xiamen

People’s Republic of China

(Address of principal executive offices)

Ms. Zhang Pingting (CFO)

Tel:+86 13063138565

Email: Hira@xmxing-ji.com

12F, No.611, Sishui Road

Huli District,

Xiamen

People’s Republic of China

(Name, Telephone, E-mail and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Ordinary shares, par value $0.0004 per shareSTFSThe Nasdaq Capital Market, LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Warrants, each to purchase one ordinary share

Title of Class

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

The registrant had 1,161,276 Class A ordinary shares issued and outstanding as of June 30, 2026.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large Accelerated filer☐ Accelerated filer☒ Non-accelerated filer
☒ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒ U.S. GAAP☐ International Financial Reporting Standards as issued by the International Accounting Standards Board☐ Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17☐ Item 18

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTSiii
DEFINITIONSiv
PART I1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3. KEY INFORMATION1
B. Capitalization and Indebtedness.1
C. Reason for the Offer and Use of Proceeds.1
D. Risk Factors.1
ITEM 4. INFORMATION ON THE COMPANY31
A. History and Development of the Company.31
B. Business overview.32
C. Organizational structure.47
D. Property, plant and equipment.48
ITEM 4A. UNRESOLVED STAFF COMMENTS49
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS49
A. Operating results.50
B. Liquidity and capital resources.59
C. Research and development, patents and licenses, etc.63
D. Trend information.63
E. Critical accounting estimates63
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES66
A. Directors and senior management.66
B. Compensation.67
C. Board Practices.69
D. Employees.72
E. Share Ownership.72
F. Disclosure of a registrant’s action to recover erroneously awarded compensation.73
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS73
A. Major Shareholders.73
B. Related Party Transactions.73
C. Interests of Experts and Counsel73
ITEM 8. FINANCIAL INFORMATION74
A. Consolidated Statements and Other Financial Information.74
B. Significant Changes.74
ITEM 9. THE OFFER AND LISTING74
A. Offer and Listing Details.74
B. Plan of Distribution.74
C. Markets.74
D. Selling Shareholders.74
E. Dilution.74
F. Expenses of the Issue.74

i

ITEM 10. ADDITIONAL INFORMATION75
A. Share Capital.75
B. Memorandum and Articles of Association.76
C. Material Contracts.82
D. Exchange controls.82
E. Taxation.82
F. Dividends and paying agents.88
G. Statement by experts.88
H. Documents on display.88
I. Subsidiary Information88
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK89
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES89
PART II90
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES90
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS90
ITEM 15. CONTROLS AND PROCEDURES90
ITEM 16. [RESERVED]91
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT92
ITEM 16B. CODE OF ETHICS92
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES92
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES92
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS92
ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT93
ITEM 16G. CORPORATE GOVERNANCE93
ITEM 16H. MINE SAFETY DISCLOSURE93
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS93
ITEM 16J. INSIDER TRADING POLICIES93
ITEM 16K. CYBER SECURITY94
PART III95
ITEM 17. FINANCIAL STATEMENTS95
ITEM 18. FINANCIAL STATEMENTS95
ITEM 19. EXHIBITS95
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSF-2
CONSOLIDATED BALANCE SHEETSF-3
CONSOLIDATED STATEMENTS OF OPERATIONSF-4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITYF-5
CONSOLIDATED STATEMENTS OF CASH FLOWSF-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSF-7

ii

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.