Starbox Group Completes Share Issuance and Software Acquisition

TL;DR

Starbox Group just bought new software via a share issuance on Dec 3rd. Big moves ahead?

AI Summary

On December 3, 2024, Starbox Group Holdings Ltd. completed a share issuance and acquired software through its indirect wholly-owned subsidiary, Irace Technology Limited. This acquisition was made pursuant to a Software Purchase Agreement dated November 18, 2024.

Why It Matters

This transaction signifies Starbox Group's expansion and potential integration of new software capabilities, which could impact its service offerings and market position.

Risk Assessment

Risk Level: medium — The filing details a share issuance and acquisition, which can introduce financial and operational risks if not managed effectively.

Key Players & Entities

• Starbox Group Holdings Ltd. (company) — Filer of the report
• Irace Technology Limited (company) — Indirect wholly-owned subsidiary involved in acquisition
• December 3, 2024 (date) — Date of share issuance and acquisition closing
• November 18, 2024 (date) — Date of the Software Purchase Agreement

FAQ

Key Financial Figures

• $1.50 — A ordinary shares (per share price of US$1.50), with an aggregate value of US$9,000,0
• $9,000,000 — US$1.50), with an aggregate value of US$9,000,000 as consideration for all of the rights,

Filing Documents

• form6-k.htm (6-K) — 17KB
• 0001493152-24-048488.txt ( ) — 18KB

From the Filing

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 December 2024 Commission File Number: 001-41480 Starbox Group Holdings Ltd. VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Malaysia (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 On December 3, 2024, Starbox Group Holdings Ltd., a Cayman Islands company (the “Company”), completed a share issuance (the “Share Issuance”) and closed the acquisition of the Software (as defined below), pursuant to a certain software purchase agreement (the “Software Purchase Agreement”), dated November 18, 2024, with its indirect wholly-owned subsidiary, Irace Technology Limited, a British Virgin Islands company, and Tech Fellows Limited, a company incorporated in Seychelles (the “Seller”), with respect to a certain Web Graphics Library Augmented 3D Framework Module and related assets, as described more particularly therein (the “Software”). In connection with the Software Purchase Agreement, on November 18, 2024, the Seller and four assignees (collectively, the “Assignees”) entered into a deed of assignment (the “Deed of Assignment”) with respect to the assignment of the Seller’s right to receive consideration shares under the Software Purchase Agreement. The Company issued an aggregate of 6,000,000 Class A ordinary shares (per share price of US$1.50), with an aggregate value of US$9,000,000 as consideration for all of the rights, title, and interests in the Software. The Class A ordinary shares in the Share Issuance were issued in reliance on Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended, and the Assignees represented that they were not residents of the United States or “U.S. persons” as defined in Rule 902(k) of Regulation S and were not acquiring the Class A ordinary shares for the account or benefit of any U.S. person. The foregoing description of the Software Purchase Agreement and the Deed of Assignment do not purport to be complete and are qualified in their entirety by reference to the full text of the Software Purchase Agreement and the Deed of Assignment, which were filed as Exhibit 10.1 and Exhibit 10.2, respectively, to the Company’s Form 6-K dated as of November 18, 2024. This Form 6-K is hereby incorporated by reference into the registration statements on Form F-3 of the Company (File No. 333-274484), as amended, the registration statement on Form F-3 of the Company (File No. 333-278571), the registration statement on Form F-3 of the Company (File No. 333-280850), the registration statement on Form F-3 of the Company (File No. 333-281748), as amended, and the registration statement on Form F-3 of the Company (File No. 333-283486), and into the base prospectus and the prospectus supplement outstanding under each of the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. SIGNATURE 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. Starbox Group Holdings Ltd. Date: December 3, 2024 By: /s/ Lee Choon Wooi Name: Lee Choon Wooi Title: Chief Executive Officer

View Full Filing

View this 6-K filing on SEC EDGAR