UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No.1 )*
Starbox
Group Holdings Ltd.
(Name
of Issuer)
Ordinary
shares, par value $0.001125 per share
(Title
of Class of Securities)
G8437S115
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| |
☐ |
Rule
13d-1(b) |
| |
|
|
| |
☐ |
Rule
13d-1(c) |
| |
|
|
| |
☒ |
Rule
13d-1(d) |
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No.
G8437S115
|
Page
1 of 6 |
| 1. |
Names
of Reporting Persons
EVL
Corporation Limited |
| 2. |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐ |
| 3.
|
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
Hong
Kong |
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
3,600,000* |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
3,600,000* |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,600,000* |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
| 11. |
Percent
of Class Represented by Amount in Row (9)
4.3%** |
| 12. |
Type
of Reporting Person
FI |
| * |
Represents
ordinary shares held by EVL Corporation Limited. as of December 31, 2023. |
| ** |
Percentage
of class is calculated based on 84,004,984 ordinary shares outstanding as of December 31, 2023, which information was provided by
the Issuer to the Reporting Persons on December 31, 2023. |
This
filing constitutes an exit filing as the reporting person has ceased to be the beneficial owner of more than 5 percent of the referenced
class of securities.
CUSIP
No.
G8437S115 |
Page 2 of 6 |
| 1. |
Names
of Reporting Persons.
Chen
Han-Chen |
| 2. |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐ |
| 3.
|
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
Republic
of China |
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
3,600,000* |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
3,600,000* |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,600,000* |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
| 11. |
Percent
of Class Represented by Amount in Row (9)
4.3%** |
| 12. |
Type
of Reporting Person
IN |
| * |
Represents
ordinary shares indirectly held by Chen Han-Chen through EVL Corporation Limited. as of December 31, 2023. |
| ** |
Percentage
of class is calculated based on 84,004,984 ordinary shares outstanding as of December 31, 2023, which information was provided by
the Issuer to the Reporting Persons on December 31, 2023. |
This
filing constitutes an exit filing as the reporting person has ceased to be the beneficial owner of more than 5 percent of the referenced
class of securities.
CUSIP
No.
G8437S115 |
Page 3 of 6 |
ITEM
1.
(a)
Name of Issuer: Starbox Group Holdings Ltd.
(b)
Address of Issuer’s Principal Executive Offices: VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur,
Malaysia
ITEM
2.
2(a)
Name of Person Filing:
EVL
Corporation Limited
Chen
Han-Chen
The
shares reported herein are directly held by EVL Corporation Limited. Chen Han-Chen is the sole shareholder of EVL Corporation Limited.
Accordingly, Chen Han-Chen may be deemed to indirectly beneficially own the securities of the Issuer held by EVL Corporation Limited.
2(b)
Address of Principal Business Office, or if None, Residence:
Address
of EVL Corporation Limited: Unit 2912, 29/F., Metroplaza Tower 2, 223 Hing Fong Road, Kwai Chung New Territories, Hong Kong
Business
address of Chen Han-Chen: Unit 2912, 29/F., Metroplaza Tower 2, 223 Hing Fong Road, Kwai Chung New Territories, Hong Kong
2(c)
Citizenship:
EVL
Corporation Limited: Hong Kong
Chen
Han-Chen: Republic of China
2(d)
Title of Class of Securities:
Ordinary
shares, par value $0.001125 per share
2(e)
CUSIP Number:
G8437S115
ITEM
3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not
Applicable.
ITEM
4. OWNERSHIP.
The
information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
CUSIP
No.
G8437S115 |
Page 4 of 6 |
ITEM
5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following. ☒
As
of December 31, 2023, EVL Corporation Limited and Chen Han-Chen had ceased to be the beneficial owners of more than five percent of the
Issuer’s shares.
ITEM
6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not
applicable.
ITEM
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not
applicable.
ITEM
8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not
applicable.
ITEM
9. NOTICE OF DISSOLUTION OF GROUP.
Not
applicable.
ITEM
10. CERTIFICATIONS.
Not
applicable.
CUSIP
No.
G8437S115 |
Page 5 of 6 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
February 13, 2024
| |
By:
|
/s/
Chen Han-Chen |
| |
Name:
|
Chen
Han-Chen |
| |
EVL Corporation Limited
|
| |
|
|
| |
By: |
/s/
Chen Han-Chen |
| |
Name:
|
Chen
Han-Chen |
| |
Title:
|
Director |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
CUSIP
No.
G8437S115 |
Page 6 of 6 |
LIST
OF EXHIBITS
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of US$0.001125 per share,
of Starbox Group Holdings Ltd., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint
filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2024.
| |
EVL
Corporation Limited |
| |
|
| |
/s/
Chen Han-Chen |
| |
Name:
Chen Han-Chen |
| |
Title:
Director |
| |
|
| |
|
| |
/s/
Chen Han-Chen |
| |
Name:
Chen Han-Chen |
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