6-K
Zeta Network Group (ZNB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number: 333-226308
COLOR STAR TECHNOLOGY CO., LTD.
(Translation of registrant’s name into English)
80 Board Street, 5th Floor
New York, NY 10005
Tel: +1 (929) 317-2699
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Entry into Material Definitive Agreements; Share Cancellation
On July 25, 2025, Color Star Technology Co., Ltd. (the “Company”) entered into a series of related agreements with BTC KZ, a company organized under the laws of Kazakhstan, and Ulife Media and Production International Limited (“ULife”), a wholly owned subsidiary of BTC KZ, in connection with the restructuring of the payment of consideration under a prior purchase agreement dated February 26, 2025 (the “Purchase Agreement”) involving the acquisition of certain cryptocurrency mining machines (the “Transaction”).
As previously disclosed, under the original terms of the Purchase Agreement, the Company had agreed to pay to ULife a total of $9,000,000 in cash (the “Cash Consideration”) and 16,250,000 restricted Class A ordinary shares (the “Share Consideration”) for the purchase of 10,000 cryptocurrency mining machines (the “Equipment”). $3,400,000 of the Cash Consideration had been paid as of the date of this report. Due to regulatory concerns surrounding the issuance of the Share Consideration, the parties mutually agreed to cancel the Share Consideration and restructure the unpaid balance into a secured term loan arrangement.
As part of this restructuring, the Company entered into a secured term loan agreement with BTC KZ (the “Loan Agreement”) pursuant to which BTC KZ agreed to lend the Company $31,600,000 (the “Loan”). The Loan bears interest at a rate of 5% per annum, matures on July 24, 2028, and is repayable in equal quarterly installments of $2.85 million beginning September 30, 2025. The Company is also required to prepay the outstanding balance of the Loan with at least 50% of the net proceeds from any public or private equity offering. In connection with the Loan, the Company issued a promissory note to BTC KZ in the principal amount of $31,600,000 (the “Note”).
To secure the Company’s obligations under the Loan and the Note, the parties entered into a security agreement granting BTC KZ a first-priority security interest in the Equipment previously acquired under the Purchase Agreement (the Security Agreement”). The Equipment remains hosted in Kazakhstan pursuant to a hosting agreement dated March 20, 2025 between Model Queen Limited, a wholly owned subsidiary of the Company, and BTC KZ.
In addition, the Company, BTC KZ, and ULife entered into a redemption and share cancellation agreement (the “Share Cancellation Agreement”) pursuant to which the Share Consideration previously issued to ULife were redeemed and cancelled effective as of August 6, 2025. Following such cancellation, ULife relinquished all ownership and rights in the cancelled shares.
As of August 6, 2025, following the share cancellation, the Company has 14,626,386 Class A ordinary shares and 12,000 Class B ordinary shares issued and outstanding.
The foregoing summaries of the Loan Agreement, Note, Security Agreement, and Share Cancellation Agreement are qualified in their entirety by reference to the full text of such agreements, which are furnished as exhibits to this report on Form 6-K as Exhibits 99.1, 99.2 99.3 and 99.4, respectively.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Loan Agreement |
| 99.2 | Note |
| 99.3 | Security Agreement |
| 99.4 | Share Cancellation Agreement |
1
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.
Dated: August 6, 2025
| COLOR STAR TECHNOLOGY CO., LTD. | |
|---|---|
| By: | /s/ Samantha Huang |
| Name: | Samantha Huang |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
SECURED TERM LOAN AGREEMENT
This SECURED TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2025 (the “Effective Date”), by and between:
Color Star Technology Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands with offices at 80 Broad Street, 5^th^ Floor, New York, NY 10005 (the “Borrower”); and
BTC KZ, a company organized under the laws of Kazakhstan with its principal office at Abish Kekilbayuly Street, 34, 3-05, Bostandyk District, Almaty, Kazakhstan 050060 (the “Lender”).
RECITALS
WHEREAS, the Borrower, through its subsidiary Model Queen Limited (“Model Queen”), entered into that certain Purchase and Sale Agreement dated February 26, 2025 (the “Purchase Agreement”) with the Lender for the acquisition of 10,000 cryptocurrency mining machines (the “Equipment”);
WHEREAS, the consideration under the Purchase Agreement consisted of $9,000,000 in cash and 16,250,000 restricted Class A ordinary shares of the Borrower (the “Share Consideration”), with the Share Consideration issued to Ulife Media and Production International Limited (“Ulife”), a Hong Kong company and wholly owned subsidiary of the Lender;
WHEREAS, the Borrower has paid only $3,400,000 in cash to date and, due to regulatory concerns related to the Share Consideration, the parties have agreed to redeem and cancel the Share Consideration and restructure the remaining balance into a secured term loan;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and intending to be legally bound, the parties agree as follows:
1. THE LOAN
1.1 Principal Amount. The Lender hereby agrees to extend to the Borrower, and the Borrower agrees to borrow from the Lender, a loan in the principal amount of Thirty-One Million Six Hundred Thousand United States Dollars (US$31,600,000) (the “Loan”).
1.2 Interest Rate. The Loan shall bear interest on the outstanding principal balance at a fixed rate of five percent (5.00%) per annum, calculated on the basis of a 360-day year.
1.3 Maturity Date. The Loan shall mature on July 24, 2028 (the “Maturity Date”).
1.4 Repayment Terms. The Borrower shall make equal quarterly payments of $2,850,000 each, payable on the last business day of each calendar quarter, beginning on September 30, 2025.
1.5 Mandatory Prepayment. While the Loan remains outstanding, the Borrower shall apply at least fifty percent (50%) of the net proceeds received from any future public or private equity offerings toward prepayment of the Loan within ten (10) business days of receipt.
1.6 Optional Prepayment. The Borrower may prepay all or any portion of the Loan at any time without premium or penalty.
2. COLLATERAL
2.1 As security for the Loan, the Borrower hereby grants the Lender a continuing first-priority security interest in the 10,000 cryptocurrency mining machines referenced in the Purchase Agreement, currently located at the Lender’s hosting facility in Kazakhstan and maintained under that certain Hosting Agreement dated March 20, 2025 between Model Queen and the Lender.
3. REDEMPTION AND CANCELLATION OF SHARE CONSIDERATION
3.1 The Borrower, the Lender, and Ulife agree that the Share Consideration issued to Ulife shall be deemed redeemed and cancelled, null, and void as of the Effective Date. The Borrower, the Lender and Ulife shall take all actions reasonably necessary to effectuate such redemption and cancellation.
4. REPRESENTATIONS AND WARRANTIES
4.1 Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement.
4.2 The Borrower represents that it is the sole legal and beneficial owner of the Equipment, free and clear of all liens and encumbrances other than the security interest granted hereunder.
5. EVENTS OF DEFAULT
5.1 The occurrence of any of the following shall constitute an Event of Default: (a) the Borrower fails to make any payment when due; (b) the Borrower breaches any material obligation under this Agreement; (c) the Borrower becomes insolvent or files for bankruptcy; or (d) the Borrower transfers or encumbers the Collateral without the prior written consent of the Lender.
5.2 Upon the occurrence of an Event of Default, the Lender may, in its sole discretion, declare the entire outstanding principal and accrued interest immediately due and payable, take possession of the Collateral, and exercise all rights and remedies available under applicable law.
6. MISCELLANEOUS
6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws principles.
6.2 Notices. Any notices or communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses first above written.
6.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements.
6.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
7. RELATED AGREEMENTS
7.1 The Borrower and the Lender acknowledge that this Agreement is part of a series of related transactions, and shall be read together with the following agreements, each dated as of the date hereof, which are hereby incorporated by reference: (a) the Promissory Note issued by the Borrower in favor of the Lender in the original principal amount of US$31,600,000; (b) the Security Agreement executed by the Borrower in favor of the Lender granting a security interest in the Equipment; and (c) the Redemption and Share Cancellation Agreement by and among the Borrower, the Lender, and Ulife Media and Production International Limited, providing for the redemption and cancellation of 16,250,000 Class A ordinary shares previously issued.
7.2 In the event of any inconsistency between this Agreement and any such related agreement, the terms of this Agreement shall control, except as expressly provided otherwise.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties have executed this Secured Term Loan Agreement as of the date first written above.
| BORROWER: Color Star Technology Co., Ltd. | |
|---|---|
| By: | /s/ Samantha Huang |
| Name: | Samantha Huang |
| Title: | CEO |
| LENDER: BTC KZ | |
| By: | /s/ James Chen |
| Name: | James Chen |
| Title: | Shareholder |
3
Exhibit 99.2
PROMISSORY NOTE
BY ACCEPTING THIS OBLIGATION, THE LENDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).
US$31,600,000.00
Issuance Date: July 25, 2025
FOR VALUE RECEIVED, Color Star Technology Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Borrower”), hereby unconditionally promises to pay to the order of BTC KZ, a company organized under the laws of Kazakhstan (the “Lender”), the principal amount of THIRTY-ONEMILLION SIX HUNDRED THOUSAND UNITED STATES DOLLARS (US$31,600,000.00), together with interest thereon as provided herein.
| 1. | Interest Rate. The outstanding principal balance shall<br>bear interest at a rate of five percent (5.00%) per annum, calculated on the basis of a 360-day year for the actual number of days elapsed. |
|---|---|
| 2. | Repayment Schedule. The Borrower shall repay the Loan<br>in equal quarterly installments of US$2,850,000, commencing on September 30, 2025, and continuing on the last business day of each calendar<br>quarter thereafter until the Maturity Date (as defined below). |
| --- | --- |
| 3. | Maturity Date. The entire outstanding principal and<br>all accrued but unpaid interest shall be due and payable on July 24, 2028 (the “Maturity Date”). |
| --- | --- |
| 4. | Mandatory Prepayment. The Borrower shall make a mandatory<br>prepayment of not less than fifty percent (50%) of the net cash proceeds received from any public or private offering of its equity securities,<br>such prepayment to be made within ten (10) business days of receipt of such proceeds. |
| --- | --- |
| 5. | Optional Prepayment. The Borrower may prepay this<br>Note in whole or in part at any time without penalty or premium. |
| --- | --- |
| 6. | Default. If the Borrower fails to make any payment<br>due under this Note or becomes subject to any bankruptcy, insolvency, or similar proceeding, the Lender may declare the entire unpaid<br>principal amount and any accrued interest immediately due and payable. |
| --- | --- |
| 7. | Security. This Note is secured by a first-priority<br>security interest in certain cryptocurrency mining equipment pursuant to the terms of that certain Secured Term Loan Agreement dated<br>as of the date hereof between the Borrower and the Lender (the “Loan Agreement”). |
| --- | --- |
| 8. | Governing Law. This Note shall be governed by and<br>construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. |
| --- | --- |
| 9. | Waivers. The Borrower waives presentment, demand,<br>protest, and notice of dishonor and all other notices or demands in connection with the delivery, acceptance, performance, default, or<br>enforcement of this Note. |
| --- | --- |
| 10. | Amendments. No term or provision of this Note may<br>be amended, waived, or modified without the written consent of the Lender. |
| --- | --- |
[Signature Page Follows]
IN WITNESS WHEREOF, the Borrower has executed this Promissory Note as of the date first above written.
| Color Star Technology Co., Ltd. | |
|---|---|
| By: | /s/ Samantha Huang |
| Name: | Samantha Huang |
| Title: | CEO |
| Acknowledged and Accepted: | |
| BTC KZ | |
| By: | /s/ James Chen |
| Name: | James Chen |
| Title: | Shareholder |
Exhibit 99.3
SECURITY AGREEMENT
This SECURITY AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2025 (the “Effective Date”), by and between:
Color Star Technology Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands with its principal office at 80 Broad Street, 5^th^ Floor, New York, NY 10005 (“Debtor”); and
BTC KZ, a company organized under the laws of Kazakhstan with its principal office at Abish Kekilbayuly Street, 34, 3-05, Bostandyk District, Almaty, Kazakhstan 050060 (“Secured Party”).
RECITALS
WHEREAS, Debtor and Secured Party have entered into that certain Secured Term Loan Agreement dated as of the date hereof (the “Loan Agreement”), pursuant to which the Secured Party has agreed to lend to Debtor the principal amount of Thirty-One Million Six Hundred Thousand United States Dollars (US$31,600,000);
WHEREAS, it is a condition to the obligations of the Secured Party under the Loan Agreement that the Debtor enter into this Security Agreement and grant a security interest in the Collateral described herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | Grant of Security Interest. The Debtor hereby grants to the Secured Party a continuing first-priority<br>security interest in and to all of the Debtor’s right, title and interest in, to and under the following property, whether now owned<br>or hereafter acquired (the “Collateral”): |
|---|---|
| a) | 10,000 cryptocurrency mining machines (Model T21 Super Computing<br>Servers), located at the Secured Party’s hosting facility in Kazakhstan, as more particularly described in Appendix A to the Purchase<br>Agreement dated February 26, 2025. |
| --- | --- |
| 2. | Obligations Secured. This Agreement secures the prompt<br>and complete payment and performance when due of all obligations of the Debtor under the Loan Agreement and the related Promissory Note<br>(collectively, the “Secured Obligations”). |
| --- | --- |
| 3. | Perfection; Further Assurances. The Debtor authorizes<br>the Secured Party to file such financing statements and take such other steps as may be necessary or advisable to perfect and maintain<br>the security interest granted herein, in any applicable jurisdiction. The Debtor agrees to execute and deliver such documents and take<br>such further actions as may reasonably be requested by the Secured Party to effect the purposes of this Agreement. |
| --- | --- |
| 4. | Covenants of Debtor. |
| --- | --- |
| a) | The Debtor shall not sell, assign, lease, transfer, or otherwise dispose of the Collateral, or permit<br>any lien or encumbrance to exist on the Collateral, except the security interest created hereby. |
| --- | --- |
| b) | The Debtor shall maintain the Collateral in good order and working condition, and ensure it remains at<br>the designated Kazakhstan facility under the Hosting Agreement. |
| --- | --- |
| c) | The Debtor shall promptly notify the Secured Party of any material damage to or loss of the Collateral. |
| --- | --- |
| 5. | Events of Default. The occurrence of any “Event of Default” under the Loan Agreement<br>shall constitute a default under this Agreement. |
| --- | --- |
| 6. | Remedies. Upon the occurrence and during the continuance of an Event of Default, the Secured Party<br>shall have all the rights and remedies provided under the Loan Agreement and applicable law, including without limitation the right to<br>take possession of the Collateral and dispose of it in a commercially reasonable manner. |
| --- | --- |
| 7. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of<br>the State of New York, without regard to its conflict of laws principles. |
| --- | --- |
| 8. | Miscellaneous. |
| --- | --- |
| a) | This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which<br>together shall constitute one and the same instrument. |
| --- | --- |
| b) | This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors<br>and permitted assigns. |
| --- | --- |
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement as of the Effective Date.
| Color Star Technology Co., Ltd. | |
|---|---|
| By: | /s/ Samantha<br> Huang |
| Name: | Samantha Huang |
| Title: | CEO |
| BTC KZ | |
| By: | /s/ James Chen |
| Name: | James Chen |
| Title: | Shareholder |
3
Exhibit 99.4
REDEMPTION AND SHARE CANCELLATION AGREEMENT
This REDEMPTION AND SHARE CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2025 (the “Effective Date”), by and among:
Color Star Technology Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands with its principal office at 80 Broad Street, 5^th^ Floor, New York NY 10005 (“Company”);
BTC KZ, a company organized under the laws of Kazakhstan with its principal office at Abish Kekilbayuly Street, 34, 3-05, Bostandyk District, Almaty, Kazakhstan 050060 (“BTCKZ”); and
Ulife Media and Production International Limited, a company organized under the laws of Hong Kong and a wholly owned subsidiary of BTC KZ, with its principal office at Workshop 72 11/F Tak King,, Industrial Building 27 Lee Chung Street, Chai Wan, K3, 999077 (“ULife”).
RECITALS
WHEREAS, the Company previously issued 16,250,000 restricted Class A ordinary shares (the “Shares”) to ULife as part of the consideration under that certain Purchase and Sale Agreement dated February 26, 2025 (the “Purchase Agreement”);
WHEREAS, the parties now desire to redeem and cancel the Shares and unwind that portion of the consideration, as part of the restructuring of the transaction contemplated under the Purchase Agreement and the replacement of the share consideration with a secured term loan pursuant to that certain Secured Term Loan Agreement dated July 25, 2025;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
| 1. | Redemption and Cancellation of Shares. ULife hereby agrees to redeem and cancel, and the Company<br>agrees to redeem and treat as cancelled, the 16,250,000 Class A ordinary shares previously issued to ULife. Such Shares shall be redeemed<br>and cancelled as of the Effective Date. ULife agrees and acknowledge that it will not have any right to claim ownership in the Shares<br>following the Effective Date. |
|---|---|
| 2. | Representations and Warranties. |
| --- | --- |
| a) | Each party represents and warrants that it has the full power and authority to enter into this Agreement. |
| --- | --- |
| b) | ULife represents that it is the sole legal and beneficial owner of the Shares, free and clear of any liens<br>or encumbrances. |
| --- | --- |
| 3. | Further Assurances. The parties agree to take all actions reasonably necessary to effectuate the<br>purposes of this Agreement, including the execution and delivery of any additional documents or instructions to the Company’s transfer<br>agent. |
| --- | --- |
| 4. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of<br>the State of New York, without giving effect to principles of conflicts of law. |
| --- | --- |
| 5. | Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect<br>to the subject matter hereof and supersedes any prior understandings or agreements. |
| --- | --- |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Redemption and Share Cancellation Agreement as of the date first written above.
| Color Star Technology Co., Ltd. | |
|---|---|
| By: | /s/<br> Samantha Huang |
| Name: | Samantha Huang |
| Title: | CEO |
| BTC KZ | |
| By: | /s/ James Chen |
| Name: | James Chen |
| Title: | Shareholder |
| Ulife Media and Production International Limited | |
| By: | /s/ Chi Hang Mok |
| Name: | Chi Hang Mok |
| Title: | Director |