Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 May 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 May 21, 2024, Starbox Group Holdings Ltd., a Cayman Islands company (the “Company”), completed a share issuance (the “Share Issuance”) and closed the acquisition of the Loyalty Engine Software (as defined below), pursuant to a certain software purchase agreement (the “Software Purchase Agreement”), dated May 3, 2024, with its indirect wholly-owned subsidiary, Irace Technology Limited, a British Virgin Islands company, and Bella Bambina Limited, a company incorporated in Seychelles (the “Seller”), with respect to certain shopping rebate and loyalty software and related assets, as described more particularly therein (the “Loyalty Engine Software”). In connection with the Software Purchase Agreement, on May 3, 2024, the Seller and four assignees (collectively, the “Assignees”) entered into a 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 21,500,000 ordinary shares (per share price of US$0.20), with an aggregate value of US$4,300,000 as consideration for all of the rights, title and interests in the Loyalty Engine Software.

The 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 ordinary shares for the account or benefit of any U.S. person.

The foregoing description of the Software Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Software Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Form 6-K dated as of May 6, 2024.

This Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 of the Company (File Number 333-274484), as amended, and into the base prospectus and the prospectus supplement outstanding under the foregoing registration statement, 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.