Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
2024年8月6日 - 5:30AM
Edgar (US Regulatory)
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 August 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
August 5, 2024, Starbox Group Holdings Ltd., a Cayman Islands company (the “Company”), completed a share issuance (the “Share
Issuance”) and closed the acquisition of the VR Conference Software (as defined below), pursuant to a certain software purchase
agreement (the “Software Purchase Agreement”), dated July 18, 2024, with its indirect wholly-owned subsidiary, Irace Technology
Limited, a British Virgin Islands company, and First Premier Holdings Ltd., a company incorporated in Seychelles (the “Seller”),
with respect to certain virtual reality conference platform software and related assets, as described more particularly therein (the
“VR Conference Software”). In connection with the Software Purchase Agreement, on July 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 37,000,000 Class A ordinary shares (per share price of US$0.185), with an aggregate value of US$6,845,000 as consideration
for all of the rights, title and interests in the VR Conference 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 July 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), and the registration statement on Form F-3 of the Company
(File No. 333-280850), 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.
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.
|
Starbox
Group Holdings Ltd. |
|
|
|
Date:
August 5, 2024 |
By: |
/s/
Lee Choon Wooi |
|
Name: |
Lee
Choon Wooi |
|
Title: |
Chief
Executive Officer |
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