As
filed with the U.S. Securities and Exchange Commission on July 17, 2024
Registration
No. 333-[●]
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
F-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Starbox
Group Holdings Ltd.
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
VO2-03-07,
Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100
Kuala
Lumpur, Malaysia
+603
2781 9066
(Address
and telephone number of Registrant’s principal executive offices)
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, NY 10168
800-221-0102
(Name,
address, and telephone number of agent for service)
With
a Copy to:
Ying
Li, Esq.
Lisa
Forcht, Esq.
Hunter
Taubman Fischer & Li LLC
950
Third Avenue, 19th Floor
New
York, NY 10022
212-530-2206
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement.
If
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting
Standards Board to its Accounting Standards Codification after April 5, 2012.
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the
U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed
with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.
PRELIMINARY
PROSPECTUS |
SUBJECT
TO COMPLETION |
DATED
JULY 17, 2024 |
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/formf-3_001.jpg)
Starbox
Group Holdings Ltd.
81,500,000
Class A Ordinary Shares Offered by Selling Shareholders
This
prospectus covers the resale by certain selling shareholders described herein (collectively, the “Selling Shareholders”)
of up to an aggregate of 81,500,000 Class A ordinary shares, par value $0.001125 per share (the “Class A Ordinary Shares”).
The Selling Shareholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their Class A Ordinary Shares
on any stock exchange, market, or trading facility on which the Class A Ordinary Shares are traded or in private transactions. These
dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price,
at varying prices determined at the time of sale, or at negotiated prices.
We
will not receive any of the proceeds from the sale or other disposition of the Class A Ordinary Shares by the Selling Shareholders, but
we will bear all costs, fees, and expenses in connection with the registration of the Class A Ordinary Shares offered by the Selling
Shareholders. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sale of the Class A Ordinary
Shares offered for resale through this prospectus. For information regarding the Selling Shareholders and the times and manner in which
they may offer or sell the Class A Ordinary Shares, see “Selling Shareholders” and “Plan of Distribution.”
Our
authorized share capital is $999,000 divided into 888,000,000 shares comprising of: (i) 870,200,000 Class A Ordinary Shares, (ii) 12,800,000
Class B ordinary shares, par value $0.001125 per share (“Class B Ordinary Shares”), and (iii) 5,000,000 Preferred Shares,
par value $0.001125 per share (“Preferred Shares”). We have 190,704,984 Class A Ordinary Shares, 12,800,000 Class B Ordinary
Shares, and no Preferred Shares issued and outstanding, respectively. Holders of Class A Ordinary Shares and Class B Ordinary Shares
have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, each holder
of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will
be entitled to 100 votes per one Class B Ordinary Share. Class A Ordinary Shares are not convertible into shares of any other class.
Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder, and each
one Class B Ordinary Share is convertible into 10 Class A Ordinary Shares.
Our
Class A Ordinary Shares are listed on the Nasdaq Capital Market, or “Nasdaq,” under the symbol “STBX.” On July
15, 2024, the last reported sale price of our Class A Ordinary Shares on Nasdaq was $0.18 per share.
We
are a “foreign private issuer” and we are currently an “emerging growth company” under applicable U.S. federal
securities laws and are eligible for reduced public company reporting requirements. Subject to any other conditions as prescribed in
the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we will no longer be an “emerging growth company,”
as defined in the JOBS Act, from the last day of the fiscal year ending September 30, 2027.
Investing
in our securities involves a high degree of risk. Before making an investment decision, please read the information under the heading
“Risk Factors” beginning on page 5 of this prospectus and risk factors set forth in our most recent annual report
on Form 20-F (the “2023 Annual Report”), in other reports incorporated herein by reference, and in an applicable prospectus
supplement under the heading “Risk Factors.”
Neither
the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved
of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2024.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus describes the general manner in which the Selling Shareholders identified in this prospectus may offer from time to time up
to 81,500,000 Class A Ordinary Shares.
You
should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto,
and the documents incorporated by reference, or to which we have referred you, before making your investment decision. We have not, and
the Selling Shareholders have not, authorized any other person to provide you with different or additional information. If anyone provides
you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell, nor are the Selling
Shareholders seeking an offer to buy, the Class A Ordinary Shares offered by this prospectus in any jurisdiction where the offer or sale
is not permitted. You should assume that the information contained in this prospectus or in any applicable prospectus supplement is accurate
only as of the date on the front cover thereof or the date of the document incorporated by reference, regardless of the time of delivery
of this prospectus or any applicable prospectus supplement or any sales of the Class A Ordinary Shares offered hereby or thereby.
If
necessary, the specific manner in which the Class A Ordinary Shares may be offered and sold will be described in a supplement to this
prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there
is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information
in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document
having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement—the
statement in the document having the later date modifies or supersedes the earlier statement.
Neither
the delivery of this prospectus nor any distribution of the Class A Ordinary Shares pursuant to this prospectus shall, under any circumstances,
create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or
in our affairs since the date of this prospectus. Our business, financial condition, results of operations, and prospects may have changed
since such date.
COMMONLY
USED DEFINED TERMS
Unless
otherwise indicated or the context requires otherwise, references in this prospectus or in a prospectus supplement to:
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“AI”
are to artificial intelligence; |
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“Benefit
Pointer” are to Benefit Pointer Limited, a British Virgin Islands company, which is a wholly owned subsidiary of Starbox International
(defined below); |
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“Carnegie
Hill” are to Carnegie Hill Limited, a company incorporated in Seychelles, which is a wholly owned subsidiary of Irace Technology
(defined below); |
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“Exchange
Act” are to the Securities Exchange Act of 1934; |
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“GETBATS
website and mobile app” are to the GETBATS cash rebate website (www.getbats.com) and the GETBATS app operated by Starbox Technologies
(defined below); |
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“Irace
Technology” are to Irace Technology Limited, a British Virgin Islands company, which is a wholly owned subsidiary of Starbox
International (defined below); |
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“Members”
are to retail shoppers that have registered as a member on the GETBATS website and mobile app; |
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“Merchants”
are to retail merchants (both online and offline) that have registered as a merchant on the GETBATS website and mobile app; |
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“One
Eighty Ltd” are to One Eighty Holdings Ltd, a Cayman Islands company and 51% owned by Starbox Global (defined below); |
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“Ordinary
Shares” are to Class A Ordinary Shares and Class B Ordinary Shares; |
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“ProSeeds”
are to ProSeeds Limited, a company incorporated in Seychelles, which is a wholly owned subsidiary of Starbox International; |
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“Rainbow
Worldwide” are to Rainbow Worldwide Co., Ltd, a company incorporated in Samoa, which is a wholly owned subsidiary of Irace
Technology; |
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“Securities
Act” are to the Securities Act of 1933, as amended; |
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“SEEBATS
website and mobile app” are to the SEEBATS video streaming website (www.seebats.com) and the SEEBATS app operated by
StarboxSB (defined below); |
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“Share
Restructure” are to the meaning given in the “Prospectus Summary—Overview” section of this prospectus; |
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“Starbox
Berhad” are to Starbox Holdings Berhad, a company limited by shares incorporated under the laws of Malaysia and a wholly owned
subsidiary of Starbox International (defined below); |
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“Starbox
Global” are to Starbox Global Ltd., a British Virgin Islands company and a wholly owned subsidiary of Starbox Group; |
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“Starbox
Group” are to Starbox Group Holdings Ltd., an exempted company limited by shares incorporated under the laws of the Cayman
Islands; |
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“Starbox
International” are to Starbox International Ltd., a British Virgin Islands company and a wholly owned subsidiary of Starbox
Group; |
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“Starbox
Technologies” are to Starbox Technologies Sdn. Bhd. (formerly known as Starbox Rebates Sdn. Bhd.), a company limited by shares
incorporated under the laws of Malaysia, which is a wholly owned subsidiary of Starbox Berhad; |
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“StarboxSB”
are to StarboxTV Sdn. Bhd., a company limited by shares incorporated under the laws of Malaysia, which is a wholly owned subsidiary
of Starbox Berhad; |
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“Trade
Router” are to Trade Router Ltd., a company incorporated in Seychelles, which is a wholly owned subsidiary of Starbox International; |
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“U.S.
dollars,” “$,” and “dollars” are to the legal currency of the United States; |
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“VE
Services” are to VE Services Sdn Bhd, a Malaysian Internet payment gateway company and a related-party entity controlled by
one of our beneficial shareholders; and |
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“we,”
“us,” “our,” “our Company,” or the “Company” are to one or more of Starbox Group
and its subsidiaries, as the case may be. |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any applicable prospectus supplement, and our SEC filings that are incorporated by reference into this prospectus contain
or incorporate by reference forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. All statements other than statements of historical fact are “forward-looking statements,” including any projections
of earnings, revenue or other financial items, any statements of the plans, strategies, and objectives of management for future operations,
any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance,
any statements of management’s beliefs, goals, strategies, intentions, and objectives, and any statements of assumptions underlying
any of the foregoing. The words “believe,” “anticipate,” “estimate,” “plan,” “expect,”
“intend,” “may,” “could,” “should,” “potential,” “likely,” “projects,”
“continue,” “will,” and “would” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect our current
views with respect to future events, are based on assumptions, and are subject to risks and uncertainties. We cannot guarantee that we
actually will achieve the plans, intentions, or expectations expressed in our forward-looking statements and you should not place undue
reliance on these statements. There are a number of important factors that could cause our actual results to differ materially from those
indicated or implied by forward-looking statements. These important factors include those discussed under the heading “Risk Factors”
contained or incorporated by reference in this prospectus and in the applicable prospectus supplement and any free writing prospectus
we may authorize for use in connection with a specific offering. These factors and the other cautionary statements made in this prospectus
should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus. Except as required
by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future
events, or otherwise.
Prospectus
Summary
Overview
We
are building a cash rebate, advertising, payment solution, and software licensing business ecosystem targeting micro, small, and medium
enterprises that lack the bandwidth to develop an in-house data management system for effective marketing. Through our subsidiaries in
Malaysia, we connect retail merchants with retail shoppers to facilitate transactions through cash rebates offered by retail merchants,
provide advertising services to retail merchant customers (“advertisers”), provide payment solution services to merchants,
and license customized software systems to our clients. Substantially all of our current operations are located in Malaysia.
Our
cash rebate business is the foundation of the business ecosystem we are building. We have cooperated with retail merchants, which have
registered on the GETBATS website and mobile app as Merchants, to offer cash rebates on their products or services, which have attracted
retail shoppers to register on the GETBATS website and mobile app as Members in order to earn cash rebates for shopping online and offline.
As the number of Members grows and sales of the existing Merchants increase, more retail merchants have been willing to cooperate with
us. As of March 31, 2024, the GETBATS website and mobile app had 2,524,635 Members and 842 Merchants. As of September 30, 2023, 2022,
and 2021, the GETBATS website and mobile app had 2,523,802, 2,513,658, and 514,167 Members, respectively, and 841, 820, and 723 Merchants,
respectively. During the six months ended March 31, 2024 and 2023, we facilitated 114,120 and 161,306 transactions through the GETBATS
website and mobile app, respectively. During the fiscal years ended September 30, 2023, 2022, and 2021, we facilitated 264,600, 338,940,
and 295,393 transactions through the GETBATS website and mobile app, respectively. We generate revenue by keeping an agreed-upon portion
of the cash rebates offered by Merchants on the GETBATS website and mobile app.
Making
use of the vast Member and Merchant data we have collected from the GETBATS website and mobile app, we help advertisers design, optimize,
and distribute advertisements through online and digital channels. We primarily distribute advertisements through (i) our SEEBATS website
and mobile app, on which viewers can watch movies and television series for free through over the top streaming, which is a means of
providing television and film content over the Internet at the request and to suit the requirements of the individual consumer, (ii)
our GETBATS website and mobile app to its Members, and (iii) social media, mainly consisting of accounts of influencers and bloggers.
During the six months ended March 31, 2024 and 2023, we served one and 22 advertisers, respectively. During the fiscal years ended September
30, 2023, 2022, and 2021, we served 31, 63, and 25 advertisers, respectively. We generate revenue through service fees charged to the
advertisers.
To
diversify our revenue sources and supplement our cash rebate and digital advertising service businesses, we started to provide payment
solution services to merchants in May 2021 by referring them to VE Services, a Malaysian Internet payment gateway company and a related-party
entity controlled by one of our beneficial shareholders. Pursuant to an appointment letter dated October 1, 2020 with VE Services (the
“Appointment Letter”), we serve as its independent merchant recruitment and onboarding agent and refer merchants to VE Services
for payment processing. We referred 39 and 35 merchants to VE Services during the six months ended March 31, 2024 and 2023, respectively.
We referred 37, 19, and 11 merchants to VE Services during the fiscal years ended September 30, 2023, 2022, and 2021, respectively. We
generate insignificant revenue through commissions from VE Services for our referrals and such revenue has been reported as revenue from
a related party in our consolidated financial statements.
During
the fiscal year ended September 30, 2023, we started our software licensing business. In March 2023 and May 2023, we entered into two
software licensing agreements with two Malaysian companies, respectively. In August 2023, we entered into a software licensing agreement
with a Hong Kong-based company. Pursuant to the software licensing agreements, we granted the licensees access to our data management
system and agreed to help train their staff with respect to the use of the data management system. In July 2023, we entered into a software
licensing agreement with a Philippines-based company, pursuant to which we licensed our AI Rebates Calculation Engine System and agreed
to provide technology support. We generate revenue through license fees and annual technical support and maintenance fees charged to
the clients.
On
June 26, 2023, we acquired 51% ownership of One Eighty Ltd and its subsidiaries, to further expand our business of online and offline
advertisement, including advertisement consultation, design, production, agency services, as well as marketing and promotional campaign
services. We provide brand-building-related consulting services with fixed-priced terms, and our services include market research, advertisement
idea conceptualization, brand positioning proposals, and final proposals and solutions. We provide production services for customers
who already have conceptualized ideas for advertisement or other types of visual or audio content. Our production services range from
photography, video recording, audio recording, script development, and equipment rental, to post-production editing. We also generate
revenue from marketing and promotional campaign services. We assist merchants in the planning, arranging, and execution of seasonal on-the-ground
sales and promotional campaigns, typically located in shopping malls. Our services include providing the sales campaign proposals, coordinating
with shopping mall owners for venue rental, assisting merchant clients with rental equipment, advising merchant clients with on-site
layout arrangements and decorations, and providing product display strategies. In addition to these services, we also perform media booking
agency services to sell advertisement lots on behalf of media companies. We generate insignificant revenue from our media booking agency
services.
On
September 7, 2023, One Eighty Ltd incorporated Benefit Pointer in the British Virgin Islands. Benefit Pointer does not have any operations
as of the date of this prospectus.
On
September 7, 2023, Starbox International incorporated Irace Technology in the British Virgin Islands. Irace Technology is engaged in
software development, marketing, and licensing.
On
October 26, 2023, Starbox Group, as the issuer, and Starbox International, as the purchaser, acquired 100%
ownership of ProSeeds. On January 26, 2024, Starbox Group, as the issuer, and Starbox International,
as the purchaser, acquired 100% ownership of Trade Router. On March 7, 2024, Starbox Group,
as the issuer, and Irace Technology, as the purchaser, acquired 100% ownership of Carnegie
Hill. ProSeeds, Trade Router, and Carnegie Hill have no operations but own a series of advanced multi-level marketing software,
an Artificial Intelligent Generated Content system, and an Advanced Intelligent system.
On
April 4, 2024, Starbox Group, as the issuer, and Irace Technology, as the purchaser, entered into a share sale agreement, with the four
then shareholders of Rainbow Worldwide, as the sellers, with respect to Rainbow Worldwide. Irace Technology acquired 100,000 shares of
Rainbow Worldwide, representing 100% of the issued and paid-up share capital in Rainbow Worldwide. In consideration, Starbox Group issued
to the four then shareholders of Rainbow Worldwide an aggregate of 18,000,000 ordinary shares on April 19, 2024, and such ordinary shares
were redesignated as Class A Ordinary Shares after the Share Restructure (as defined below) (the “Rainbow Worldwide Consideration
Shares”).
On
May 3, 2024, Starbox Group, as the issuer, Irace Technology, as the purchaser, entered into a software purchase agreement with Bella
Bambina Limited (“Bella Bambina”), as the seller, with respect to certain shopping rebate and loyalty software and related
assets (the “Loyalty Engine Software”). Irace Technology acquired all of the rights, title, and interests in the Loyalty
Engine Software. In consideration, Starbox Group issued to the four shareholders of Bella Bambina an aggregate of 21,500,000 ordinary
shares on May 21, 2024, and such ordinary shares were redesignated as Class A Ordinary Shares after the Share Restructure (the “Loyalty
Engine Software Consideration Shares”).
On
May 28, 2024, Starbox Group, as the issuer, Irace Technology, as the purchaser, entered into a software purchase agreement with Raetia
Holdings Limited (“Raetia Holdings”), as the seller, with respect to certain virtual reality software and related assets
(the “Virtual Reality Software”). Irace Technology acquired from Raetia Holdings all of the rights, title, and interests
in the Virtual Reality Software. In consideration, the Company issued to the four shareholders of Raetia Holdings an aggregate of 25,000,000
ordinary shares on June 13, 2024, and such ordinary shares were redesignated as Class A Ordinary Shares after the Share Restructure (the
“Virtual Reality Software Consideration Shares”).
At
Starbox Group’s 2024 annual general meeting of the shareholders held on June 27, 2024, the shareholders approved and adopted, among
other resolutions, (1) as an ordinary resolution, the establishment and designation of two new classes of ordinary shares of Starbox
Group, being Class A Ordinary Shares and Class B Ordinary
Shares; and (2) as an ordinary resolution, the redesignation of: (i) the 12,800,000 authorized and issued ordinary shares held
by Nevis International B & T Sdn Bhd (the “Nevis Shares”) as Class B Ordinary Shares; (ii) 161,704,984 of the authorized
and issued ordinary shares, not including the Nevis Shares, as Class A Ordinary Shares; and (iii) 708,495,016 of the authorized but unissued
ordinary shares as Class A Ordinary Shares (items (i) to (iii), together, the “Share Restructure”). Pursuant to the resolutions,
(i) holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights; (ii)
in respect of all matters subject to vote at general meetings of the Company, each holder of Class A Ordinary Shares is entitled to one
vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares is entitled to 100 votes per one Class B Ordinary Share;
(iii) Class A Ordinary Shares are not convertible into shares of any other class; and (iv) Class B Ordinary Shares are convertible into
Class A Ordinary Shares at any time after issuance at the option of the holder, and each one Class B Ordinary Share is convertible into
10 Class A Ordinary Shares.
On
June 14, 2024, Starbox Group, as the issuer, Irace Technology, as the purchaser, entered into a software purchase agreement with Bardi
Equity Limited (“Bardi Equity”), as the seller, with respect to certain virtual space rebates mall module software and related
assets (the “Virtual Space Software”). Irace Technology acquired from Bardi Equity all of the rights, title, and interests
in the Virtual Space Software. In consideration, Starbox Group issued to the four shareholders of Bardi Equity an aggregate of 29,000,000
Class A Ordinary Shares on July 2, 2024 (the “Virtual Space Software Consideration Shares”).
For
the six months ended March 31, 2024, we had total revenue of $4,448,521. Revenue derived from 1) advertising services, 2) software licensing,
3) cash rebate, payment solution services and media booking, 4) production services, and 5) marketing and promotional campaign services
accounted for approximately 23.68%, 46.74%, 6.29%, 14.67%, and 8.61% of our total revenue for the period, respectively.
For
the six months ended March 31, 2023, we had total revenue of $3,976,190. Revenue derived from advertising services, software licensing,
and cash rebate and payment solutions services accounted for approximately 55.85%, 43.77%, and 0.38% of our total revenue for the period,
respectively.
For
the fiscal year ended September 30, 2023, we had total revenue of $11,740,852 and net income of $2,459,733. Revenue derived from advertising
services, software licensing, cash rebate, payment solution services, media booking, production services, and promotional campaign services
accounted for approximately 45.20%, 48.68%, 0.72%, 3.08%, and 2.32% of our total revenue of the period, respectively.
For
the fiscal year ended September 30, 2022, we had total revenue of $7,194,187 and net income of $3,602,365. Revenue derived from digital
advertising services, cash rebate services, and payment solution services accounted for approximately 99.72%, 0.15%, and 0.13% of our
total revenue for the fiscal year, respectively.
For
the fiscal year ended September 30, 2021, we had total revenue of $3,166,228 and net income of $1,447,650. Revenue derived from digital
advertising services, cash rebate services, and payment solution services accounted for approximately 99.75%, 0.20%, and 0.05% of our
total revenue for the fiscal year, respectively.
Recent
Development
Virtual
Events Software Purchase
On
July 2, 2024, Starbox Group, as the issuer, and Irace Technology, as the purchaser, entered into a software purchase agreement with Consolidated
Ideals Limited, a company incorporated in Seychelles (“Consolidated Ideals”), as the seller, with respect to certain virtual
events module software and related assets (the “Virtual Events Software”). Irace Technology agreed to acquire all of the
rights, title and interests in the Virtual Events Software for consideration of an aggregate of 32,500,000 Class A Ordinary Shares (per
share price of $0.20) of the Company with an aggregate value of $6,500,000 (the “Virtual Event Software Consideration Shares”).
The Virtual Event Software Consideration Shares will be issued to the four shareholders of Consolidated Ideas on a closing date to be
agreed upon among Starbox Group, Irace Technology, and Consolidated Ideas, subject to the satisfaction by the seller of its obligations
under the software purchase agreement.
Corporate
Information
Our
principal executive offices are located at VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Malaysia,
and our phone number is +603 2781 9066. We maintain a corporate website at https://www.starboxholdings.com. The information contained
in, or accessible from, our website or any other website does not constitute a part of this prospectus. Our agent for service of process
in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.
RISK
FACTORS
Investing
in our securities involves risks. Before making an investment decision, you should carefully consider the risks described under “Risk
Factors” in the applicable prospectus supplement and under the heading “Item 3. Key Information—D. Risk Factors”
in the 2023 Annual Report, which is incorporated in this prospectus by reference, as updated by our subsequent filings under the Exchange
Act that are incorporated herein by reference, together with all of the other information appearing in this prospectus or incorporated
by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial
circumstances. In addition to those risk factors, there may be additional risks and uncertainties of which management is not aware or
focused on or that management deems immaterial. Our business, financial condition, or results of operations could be materially adversely
affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or
part of your investment. See sections titled “Incorporation of Documents by Reference” and “Where You Can Find Additional
Information” of this prospectus.
OFFER
STATISTICS AND EXPECTED TIMETABLE
The
Selling Shareholders may from time to time, offer and sell any or all of their Class A Ordinary Shares covered by this prospectus in
one or more offerings. The Class A Ordinary Shares offered under this prospectus may be offered in amounts, at prices, and on terms to
be determined at the time of sale. We will keep the registration statement of which this prospectus is a part effective until such time
as all of the Class A Ordinary Shares covered by this prospectus have been disposed of pursuant to and in accordance with such registration
statement.
CAPITALIZATION
AND INDEBTEDNESS
The
following table sets forth our total capitalization on an actual basis as of March 31, 2024. The information in this table should be
read in conjunction with the consolidated financial statements for the fiscal years ended September 30, 2023, 2022, and 2021 filed on
Form 20-F, and the consolidated unaudited financial statements for the six months ended March 31, 2024 filed on Form 6-K, and
other financial information included in this prospectus, any prospectus supplement or incorporated by reference in this prospectus. Our
historical results do not necessarily indicate our expected results for any future periods.
| |
March
31, 2024 | |
| |
$ | | |
Shareholders’
Equity: | |
| | |
Preferred
shares, $0.001125 par value, 5,000,000 shares authorized, no shares issued and outstanding | |
| — | |
Ordinary
Shares, par value $0.001125, 883,000,000 shares authorized, 110,004,984 shares issued and outstanding as of March 31, 2024 | |
| 123,756 | |
Additional
paid-in capital | |
| 93,
356,499 | |
Accumulated
deficit | |
| (4,531,530 | ) |
Accumulated
other comprehensive loss | |
| (1,131,432 | ) |
Total
Shareholders’ Equity | |
| 87,817,293 | |
Total
Indebtedness | |
| 2,564,893 | |
Total
Capitalization | |
| 141,435,266 | |
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of any of our Class A Ordinary Shares by the Selling Shareholders. We have agreed to pay
all expenses relating to registering the Class A Ordinary Shares covered by this prospectus. The Selling Shareholders will pay any brokerage
commissions and/or similar charges incurred in connection with the sale of the Class A Ordinary Shares covered hereby.
DESCRIPTION
OF SHARE CAPITAL
The
following description of our share capital and provisions of our memorandum and articles of association, as amended from time to time,
are summaries and do not purport to be complete. Reference is made to our memorandum and articles of association, copies of which are
filed as an exhibit to the registration statement of which this prospectus is a part (and which is referred to in this section as our
“articles of association”).
We
were incorporated as an exempted company limited by shares under the Companies Act (as amended) of the Cayman Islands (the “Cayman
Companies Act”) on September 13, 2021. A Cayman Islands exempted company:
|
● |
is
a company that conducts its business mainly outside the Cayman Islands; |
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|
● |
is
prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted
company carried on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise
in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands); |
|
|
|
|
● |
does
not have to hold an annual general meeting; |
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|
|
● |
does
not have to make its register of members open to inspection by shareholders of that company; |
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● |
may
obtain an undertaking against the imposition of any future taxation; |
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|
● |
may
register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
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|
● |
may
register as a limited duration company; and |
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|
|
|
● |
may
register as a segregated portfolio company. |
Ordinary
Shares
As
of the date of this prospectus, we are authorized to issue 870,200,000 Class A Ordinary Shares and 12,800,000 Class B Ordinary Shares.
Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights as described
below.
All
of our issued and outstanding Ordinary Shares are fully paid and non-assessable. Our Ordinary Shares are issued in registered form and
are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our Ordinary
Shares will not receive a certificate in respect of such Ordinary Shares. Our shareholders who are non-residents of the Cayman Islands
may freely hold and vote their Ordinary Shares. We may not issue shares or warrants to bearer.
Subject
to the provisions of the Cayman Companies Act and our articles of association regarding redemption and purchase of the shares, the directors
have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise
deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. Such authority could
be exercised by the directors to allot shares which carry rights and privileges that are preferential to the rights attaching to Ordinary
Shares. No share may be issued at a discount except in accordance with the provisions of the Cayman Companies Act. The directors may
refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.
Preferred
Shares
We
are authorized to issue 5,000,000 Preferred Shares, par value $0.001125 per share, and no Preferred Shares are currently issued and outstanding.
The Preferred Shares have the following characteristics:
Conversion.
Each Preferred Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. The right to convert
shall be exercisable by the holder of the Preferred Share by delivering a written notice to us that such holder elects to convert a specified
number of Preferred Share into Class A Ordinary Shares. In no event shall Ordinary Shares be convertible into Preferred Shares. In addition,
upon any sale, transfer, assignment, or disposition of any Preferred Share by a holder thereto (“Preferred Shareholder”)
to any person who is not an affiliate of such Preferred Shareholder, or upon a change of control of any Preferred Share to any person
who is not an affiliate of the registered shareholder of such Preferred Share, such Preferred Share shall be automatically and immediately
converted into one Class A Ordinary Share.
Voting.
Each Preferred Share entitles its holder to two votes on all matters subject to vote at general meetings of our Company.
Ranking.
Except for the voting rights and conversion rights, the Ordinary Shares and the Preferred Shares shall rank pari passu with one another
and shall have the same rights, preferences, privileges, and restrictions.
Dividends.
Holders of Preferred Shares are entitled to their pro rata share, based on the number of Preferred Shares in issue, of any dividend paid
on the Preferred Shares.
Listing
Our
Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “STBX.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our Class A Ordinary Shares and Class B Ordinary Shares is Transhare Corporation, at Bayside Center
1, 17755 North U.S. Highway 19, Suite #140, Clearwater, FL 33764.
Dividends
Subject
to the provisions of the Cayman Companies Act and any rights and restrictions attaching to any of our shares:
|
(a) |
the
directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and |
|
(b) |
our
shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors. |
The
directors, when paying dividends to shareholders, may make such payment wholly or partly in cash and/or in specie. No dividend shall
bear interest.
Voting
Rights
Subject
to any rights or restrictions as to voting attached to any shares, (i) on a show of hands, every shareholder present in person or by
proxy (or, if a corporation or other non-natural person, by its duly authorized representative or proxy) shall, at a general meeting
of our Company, each have one vote; and (ii) on a poll, every shareholder present in pension or by proxy (or, if a corporation or other
non-natural person, by its duly authorized representative or proxy) shall have one vote for each Class A Ordinary Share, 100 votes for
each Class B Ordinary Share, and two votes for each Preferred Share of which he or the person represented by proxy is the holder.
Conversion
Rights
Class
A Ordinary Shares are not convertible. Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance
at the option of the holder, and each one Class B Ordinary Share is convertible into 10 Class A Ordinary Shares. Preferred Shares are
convertible, at the option of the holder thereof, into Class A Ordinary Shares on a one-to-one basis.
Modification
of Rights of Shares
Whenever
our capital is divided into different classes of shares, subject to any rights or restrictions for the time being attached to any class
of shares, the rights attaching to any class of shares may only be materially adversely varied with the consent in writing of the holders
of all of the issued shares of that class, or with the sanction of an ordinary resolution passed at a separate meeting of the holders
of the shares of that class.
Subject
to any rights or restrictions for the time being attached to any class of shares, the rights conferred on the holders of the shares of
any class shall not be deemed to be materially adversely varied by, inter alia, the creation, allotment, or issue of further shares
ranking pari passu with or subsequent to them or the redemption or purchase of any shares of any class by us. The rights of the holders
of our shares shall not be deemed to be materially adversely varied by the creation or issue of shares with preferred or other rights,
including, without limitation, the creation of shares with enhanced or weighted voting rights.
Alteration
of Share Capital
Subject
to the Cayman Companies Act, our shareholders may, by ordinary resolution:
|
(a) |
increase
our share capital by new shares of the amount fixed by that ordinary resolution; |
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|
(b) |
consolidate
and divide all or any of our share capital into shares of a larger amount than our existing shares; |
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(c) |
sub-divide
our shares or any of them into shares of an amount smaller than that fixed, so, however, that in the sub-division, the proportion
between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from
which the reduced share is derived; and |
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|
(d) |
cancel
shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and
diminish the amount of our share capital by the amount of the shares so cancelled. |
Our
shareholders may, by special resolution, reduce our share capital and any capital redemption reserve in any manner authorized by law.
Calls
on Shares and Forfeiture
Subject
to the terms of allotment, the directors may make calls on the shareholders in respect of any monies unpaid on their shares and each
shareholder shall (subject to receiving at least 14 calendar days’ notice specifying the time or times of payment), pay to us the
amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and severally liable to pay all
calls in respect of the share. If a call remains unpaid after it has become due and payable the person from whom it is due and payable
shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate of eight percent per annum.
The directors may, at their discretion, waive payment of the interest wholly or in part.
We
have a first and paramount lien on every share (whether or not fully paid) for all amounts (whether presently payable or not) payable
at a fixed time or called in respect of that share. We also have a first and paramount lien on every share registered in the name of
a person indebted or under liability to us (whether he is the sole registered holder of a share or one of two or more joint holders).
The lien is for all amounts owing to us by the shareholder or the shareholder’s estate (whether or not presently payable). At any
time the directors may declare a share to be wholly or in part exempt from the lien on shares provisions of our articles of association.
Our lien on a share extends to any amount payable in respect of it, including but not limited to dividends.
We
may sell, in such manner as the directors may determine, any share on which we have a lien. However, no sale will be made unless an amount
in respect of which the lien exists is presently payable or until the expiration of 14 calendar days after a notice in writing, demanding
payment of such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder
of the share, or the persons entitled thereto by reason of his death or bankruptcy.
Unclaimed
Dividend
A
dividend that remains unclaimed after a period of six calendar years from the date of declaration of such dividend may be forfeited by
the board of directors and, if so forfeited, shall revert to the Company.
Forfeiture
or Surrender of Shares
If
a shareholder fails to pay any call or installment of a call in respect of partly paid shares on the day appointed for payment, the directors
may serve a notice on the shareholder requiring payment of the unpaid call or installment, together with any interest which may have
accrued. The notice must name a further day (not earlier than the expiration of 14 calendar days from the date of the notice) on or before
which the payment required by the notice is to be made, and must state that in the event of non-payment at or before the time appointed,
the shares in respect of which the call is made will be liable to be forfeited.
If
the requirements of any such notice are not complied with, the directors may, before the payment required by the notice has been made,
resolve that any share in respect of which that notice has been given be forfeited.
A
forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit and at any time before
a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit.
A
person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding
such forfeiture, remain liable to pay to us all monies which at the date of forfeiture were payable by him to us in respect of the shares
forfeited, but his liability shall cease if and when we receive payment in full of the unpaid amount on the shares forfeited.
A
certificate in writing made by a director that a share has been duly forfeited on a date stated in the certificate shall be conclusive
evidence of the facts in the declaration as against all persons claiming to be entitled to the particular share(s).
The
directors may accept the surrender for no consideration of any fully paid share.
Share
Premium Account
The
directors shall establish a share premium account and shall carry the credit of such account from time to time to a sum equal to the
amount or value of the premium paid on the issue of any share.
Redemption
and Purchase of Own Shares
Subject
to the Cayman Companies Act and our articles of association, we may:
|
(a) |
issue
shares that are to be redeemed or are liable to be redeemed, at our option or at the option of the shareholder holding those redeemable
shares, in the manner and upon the terms as may be determined, before the issue of those shares, by either the directors or by the
shareholders by special resolution; |
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(b) |
purchase
our own shares (including any redeemable shares) on the terms and in the manner which have been approved by the directors or by the
shareholders by ordinary resolution or are otherwise authorized by our articles of association; and |
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(c) |
make
a payment in respect of the redemption or purchase of our own shares in any manner permitted by the Cayman Companies Act, including
out of capital. |
Transfer
of Shares
Provided
that a transfer of Class A Ordinary Shares complies with applicable rules of the Nasdaq Capital Market, a shareholder may transfer Ordinary
Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by Nasdaq or in any other form
approved by the directors, executed:
|
(a) |
where
the Ordinary Shares are fully paid, by or on behalf of that shareholder; and |
|
(b) |
where
the Ordinary Shares are nil or partly paid, or if so required by our board of directors, by or on behalf of that shareholder and
the transferee and be accompanied by the share certificate (if any) of the Ordinary Shares to which it relates and such other evidence
as our board of directors may reasonably require to show the right of the transferor to make the transfer. |
The
transferor shall be deemed to remain a shareholder until the name of the transferee is entered in our register of members in respect
of the relevant Ordinary Shares.
Where
the Ordinary Shares in question are not listed on or subject to the rules of the Nasdaq Capital Market, our board of directors may, in
its absolute discretion, decline to register any transfer of any Ordinary Share that has not been fully paid up or is subject to a company
lien. Our board of directors may also decline to register any transfer of such Ordinary Share unless:
|
(a) |
the
instrument of transfer is lodged with us, accompanied by the certificate for the Ordinary Shares to which it relates and such other
evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
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(b) |
the
instrument of transfer is in respect of only one class of Ordinary Shares; |
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(c) |
the
instrument of transfer is properly stamped, if required; |
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(d) |
any
fee related to the transfer has been paid to us; and |
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(e) |
in
the case of a transfer to joint holders, the number of joint holders to whom the Ordinary Share is to be transferred does not exceed
four. |
If
our directors refuse to register a transfer, they are required, within three calendar months after the date on which the instrument of
transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.
The
registration of transfers may, on 10 calendar days’ notice being given by advertisement in such one or more newspapers or by electronic
means, be suspended and our register of members closed at such times and for such periods as our board of directors may from time to
time determine. The registration of transfers, however, may not be suspended, and our register of members may not be closed, for more
than 30 calendar days in any calendar year.
Inspection
of Books and Records
Holders
of our Ordinary Shares will have no general right under the Cayman Companies Act to inspect or obtain copies of our register of members
or our corporate records.
General
Meetings
As
a Cayman Islands exempted company limited by shares, we are not obligated by the Cayman Companies Act to call shareholders’ annual
general meetings; accordingly, we may, but shall not be obliged to (unless required by applicable law or the rules of the Nasdaq Capital
Market), in each calendar year hold a general meeting as an annual general meeting. Any annual general meeting held shall be held at
such time and place as may be determined by our board of directors. All general meetings other than annual general meetings shall be
called extraordinary general meetings.
Our
chairman or a majority of our directors may call general meetings and they must on a shareholders’ requisition forthwith proceed
to convene an extraordinary general meeting of our Company. A shareholders’ requisition is a requisition of shareholders holding
at the date of deposit of the requisition shares which carry in aggregate not less than one-third of all votes attaching to our issued
and outstanding shares that as at the date of the deposit carry the right to vote at our general meetings. The requisition must state
the objects of the meeting and must be signed by the requisitionists and deposited at our registered office and may consist of several
documents in like form, each signed by one or more requisitionist. If there are no directors as at the date of the deposit of the shareholders’
requisition or if the directors do not within 21 calendar days from the date of the date of the deposit of the requisition duly proceed
to convene a general meeting to be held within a further 45 calendar days, the requisitionists, or any of them representing more than
one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened must not be
held after the expiration of two calendar months after the expiration of the said 45 calendar days.
At
least seven calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it
is given or deemed to be given and of the day for which it is given and shall specify the place, the day, and the hour of the meeting
and the general nature of the business and shall be given in the manner mentioned in our articles of association or in such other manner
if any as may be prescribed by our Company. Notwithstanding the foregoing, a general meeting will, whether or not the notice specified
in our articles of association has been given and whether or not the provisions of our articles of association regarding general meetings
have been complied with, be deemed to have been duly convened if it is so agreed: (a) in the case of an annual general meeting, by all
the shareholders (or their proxies) entitled to attend and vote thereat; and (b) in the case of an extraordinary general meeting, by
two-thirds of the shareholders having a right to attend and vote at the meeting, present in person or by proxy or, in the case of a corporation
or other non-natural person, by its duly authorized representative or proxy.
No
business, except for the appointment of a chairman for the meeting, may be transacted at any general meeting unless a quorum of shareholders
is present at the time when the meeting proceeds to business. One or more shareholders holding shares which carry in aggregate (or representing
by proxy) not less than one-third of all votes attaching to all shares in issue and entitled to vote at such general meeting, present
in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for
all purposes.
If,
within half an hour from the time appointed for the general meeting, a quorum is not present, the meeting will be dissolved.
The
chairman may, with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting), adjourn
the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 calendar days or more, notice
of the adjourned meeting shall be given in accordance with our articles of association.
At
any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before, or on,
the declaration of the result of the show of hands) demanded by the chairman of the meeting or any shareholder holding not less than
10 percent of the votes attaching to the shares present in person or by proxy, and unless a poll is so demanded, a declaration by the
chairman of the meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority,
or lost, and an entry to that effect in the book of the proceedings of our Company, shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favor of, or against, that resolution.
If
a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.
All
questions submitted to a general meeting shall be decided by an ordinary resolution, except where a greater majority is required by our
articles of association or by the Cayman Companies Act. In the case of an equality of votes, whether on a show of hands or on a poll,
the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or
casting vote.
Directors
Unless
otherwise determined by our Company in general meeting, we are required to have a minimum of three directors and the exact number of
directors will be determined from time to time by our board of directors.
A
director may be appointed by ordinary resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.
The
remuneration of the directors may be determined by the directors or by ordinary resolution.
A
director is not required to hold any shares in our Company by way of qualification. A director who is not a shareholder of our Company
is nevertheless entitled to attend and speak at general meetings.
An
appointment of a director may be on terms that the director will automatically retire from office (unless he has sooner vacated office)
at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between
our Company and the director, if any, but no such term will be implied in the absence of express provision. Each director whose term
of office expires will be eligible for re-election at a meeting of the shareholders or re-appointment by the board of directors.
A
director may be removed by ordinary resolution notwithstanding anything in our articles of association or in any agreement between our
Company and such director (but without prejudice to any claim for damages under such agreement). A vacancy on the board of directors
created by the removal of a director under the previous sentence may be filled by ordinary resolution or by the affirmative vote of a
simple majority of the remaining directors present and voting at a meeting of the board of directors. The notice of any meeting at which
a resolution to remove a director shall be proposed or voted upon must contain a statement of the intention to remove that director and
such notice must be served on that director not less than 10 calendar days before the meeting. Such director is entitled to attend the
meeting and be heard.
The
office of a director will be vacated if the director:
|
(a) |
becomes
bankrupt or makes any arrangement or composition with his creditors; |
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|
(b) |
dies
or is found to be or becomes of unsound mind; |
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|
(c) |
resigns
his office by notice in writing to us; |
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|
(d) |
without
special leave of absence from the board of directors, is absent from meetings of the board of directors for three consecutive meetings
and the board of directors resolves that his office be vacated; or |
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|
(e) |
is
removed from office pursuant to any other provision of our articles of association. |
Each
of the compensation committee and the nominating and corporate governance committee shall consist of at least three directors and the
majority of the committee members shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules. The audit
committee shall consist of at least three directors, all of whom shall be independent within the meaning of Section 5605(a)(2) of the
Nasdaq listing rules and will meet the criteria for independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.
Powers
and Duties of Directors
Subject
to the provisions of the Cayman Companies Act and our memorandum and articles of association, our business shall be managed by the directors,
who may exercise all our powers. No resolution passed by the shareholders in general meeting shall invalidate any prior act of the directors
that would have been valid if that resolution had not been passed.
The
directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee
so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors. Our
board of directors have established an audit committee, a compensation committee, and a nomination and corporate governance committee.
The
board of directors may establish any committees, local boards, or agencies for managing any of our affairs and delegate to it any of
the powers, authorities, and discretions for the time being vested in the directors (with power to sub-delegate) and may appoint any
natural persons to be members of a committee, local board, or agency or to be managers or agents, and may fix their remuneration.
The
directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm, or person or body of persons,
to be our attorney or attorneys or authorized signatory for such purposes and with such powers, authorities, and discretion (not exceeding
those vested in or exercisable by the directors under our articles of association) and for such period and subject to such conditions
as they may think fit. Any such power of attorney or other appointment may contain such provisions for the protection and convenience
of persons dealing with any such attorney or authorized signatory as the directors may think fit, and may also authorize any such attorney
or authorized signatory to delegate all or any of the powers, authorities, and discretion vested in him.
The
directors may from time to time at their discretion exercise all our powers to raise or borrow money and to mortgage or charge our undertaking,
property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds, and other
securities, whether outright or as collateral security for any of our or any third party’s debts, liabilities, or obligations.
A
director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction
with our Company shall declare the nature of his interest at a meeting of the directors. A director shall not, as a director, vote in
respect of any contract, transaction, arrangement or proposal in which he has an interest which (together with any interest of any person
connected with him) is a material interest (otherwise than by virtue of his interests, direct or indirect, in shares or debentures or
other securities of, or otherwise in or through, us) and if he shall do so his vote shall not be counted, nor in relation thereto shall
he be counted in the quorum present at the meeting, but (in the absence of some other material interest than is mentioned below) none
of these prohibitions shall apply to:
|
(a) |
the
giving of any security, guarantee or indemnity in respect of: |
|
(i) |
money
lent or obligations incurred by him or by any other person for our benefit or any of our subsidiaries; or |
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|
(ii) |
a
debt or obligation of ours or any of our subsidiaries for which the director himself has assumed responsibility in whole or in part
and whether alone or jointly with others under a guarantee or indemnity or by the giving of security; |
|
(b) |
where
we or any of our subsidiaries is offering securities in which offer the director is or may be entitled to participate as a holder
of securities or in the underwriting or sub-underwriting of which the director is to or may participate; |
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(c) |
any
contract, transaction, arrangement or proposal affecting any other body corporate in which he is interested, directly or indirectly
and whether as an officer, shareholder, creditor or otherwise howsoever, provided that he (together with persons connected with him)
does not to his knowledge hold an interest representing one percent or more of any class of the equity share capital of such body
corporate (or of any third body corporate through which his interest is derived) or of the voting rights available to shareholders
of the relevant body corporate; |
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(d) |
any
act or thing done or to be done in respect of any arrangement for the benefit of the employees of us or any of our subsidiaries under
which he is not accorded as a director any privilege or advantage not generally accorded to the employees to whom such arrangement
relates; or |
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(e) |
any
matter connected with the purchase or maintenance for any director of insurance against any liability or (to the extent permitted
by the Cayman Companies Act) indemnities in favor of directors, the funding of expenditure by one or more directors in defending
proceedings against him or them or the doing of anything to enable such director or directors to avoid incurring such expenditure. |
A
director may, as a director, vote (and be counted in the quorum) in respect of any contract, transaction, arrangement, or proposal in
which he has an interest which is not a material interest or as described above provided that such director, if his interest (whether
direct or indirect) in such contract or arrangement is material, has declared the nature of his interest at the earliest meeting of the
board of directors at which it is practicable for him to do so, either specifically or by way of a general notice, and if such contract
of arrangement is a transaction with a related party, such transaction has been approved by our audit committee.
Capitalization
of Profits
Subject
to the Cayman Companies Act, the directors may:
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resolve
to capitalize an amount standing to the credit of reserves (including a share premium account capital redemption reserve and profit
and loss account), which is available for distribution; |
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(b) |
appropriate
the sum resolved to be capitalized to the shareholders in proportion to the nominal amount of shares (whether or not fully paid)
held by them respectively and apply that sum on their behalf in or towards: (i) paying up the amounts (if any) for the time being
unpaid on shares held by them respectively, or (ii) paying up in full unissued shares or debentures of a nominal amount equal to
that sum, and allot the shares or debentures, credited as fully paid, to the shareholders (or as they may direct) in those proportions,
or partly in one way and partly in the other, but the share premium account, the capital redemption reserve, and profits which are
not available for distribution may for these purposes only be applied in paying up unissued shares to be allotted to shareholders
credited as fully paid; |
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(c) |
make
any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalized reserve and in particular, without
limitation, where shares or debentures become distributable in fractions the directors may deal with the fractions as they think
fit; |
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(d) |
authorize
a person to enter (on behalf of all the shareholders concerned) into an agreement with us providing for either: (i) the allotment
to the shareholders respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalization,
or (ii) the payment by us on behalf of the shareholders (by the application of their respective proportions of the reserves resolved
to be capitalized) of the amounts or part of the amounts remaining unpaid on their existing shares, and any such agreement made under
this authority being effective and binding on all those shareholders; and |
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(e) |
generally
do all acts and things required to give effect to the resolutions. |
Liquidation
Rights
If
we are wound up, the shareholders may, subject to any other sanction required by the Cayman Companies Act, pass a special resolution
allowing the liquidator to do either or both of the following:
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(a) |
divide
amongst the shareholders in specie or in kind the whole or any part of our assets and, for that purpose, value any assets and determine
how the division shall be carried out as between the shareholders or different classes of shareholders; and |
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vest
the whole or any part of the assets in trustees upon such trusts for the benefit of the shareholders as the liquidator, with the
like sanction, thinks fit, but so that no shareholder will be compelled to accept any asset upon which there is a liability. |
Register
of Members
Under
the Cayman Companies Act, we must keep a register of members and there should be entered therein:
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the
names and addresses of our shareholders, and, a statement of the shares held by each member, which: |
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distinguishes
each share by its number (so long as the share has a number); |
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confirms
the amount paid, or agreed to be considered as paid, on the shares of each member; |
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confirms
the number and category of shares held by each member; and |
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confirms
whether each relevant category of shares held by a member carries voting rights under the articles of association of the company,
and if so, whether such voting rights are conditional; |
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the
date on which the name of any person was entered on the register as a shareholder; and |
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the
date on which any person ceased to be a shareholder. |
Under
the Cayman Companies Act, the register of members of our company is prima facie evidence of the matters set out therein (that is, the
register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in
the register of members is deemed as a matter of the Cayman Companies Act to have legal title to the shares as set against its name in
the register of members. Upon the completion of our offerings, the register of members will be immediately updated to record and give
effect to the issuance of shares by us to the custodian or its nominee. Once our register of members has been updated, the shareholders
recorded in the register of members will be deemed to have legal title to the shares set against their name.
If
the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay
in entering on the register the fact of any person having ceased to be a shareholder of our company, the person or shareholder aggrieved
(or any shareholder of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register
be rectified, and the Grand Court of the Cayman Islands may either refuse such application or it may, if satisfied of the justice of
the case, make an order for the rectification of the register.
The
Cayman Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales but does not follow recent United
Kingdom statutory enactments, and accordingly there are significant differences between the Cayman Companies Act and the current Companies
Act of the UK. In addition, the Cayman Companies Act differs from laws applicable to United States corporations and their shareholders.
Set forth below is a summary of certain significant differences between the provisions of the Cayman Companies Act applicable to us and
the comparable laws applicable to companies incorporated in the State of Delaware in the United States.
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Delaware
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Cayman
Islands |
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Title
of Organizational Documents |
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Certificate
of Incorporation and Bylaws |
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Certificate
of Incorporation and Memorandum and Articles of Association |
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Duties
of Directors |
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Under
Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising
their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty
of loyalty to act in the best interests of its shareholders. The duty of care requires that directors act in an informed and deliberative
manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The
duty of care also requires that directors exercise care in overseeing and investigating the conduct of the corporation’s employees.
The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director
reasonably believes to be in the best interests of the shareholders. |
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As
a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties,
and (iii) common law duties. The Cayman Companies Act imposes a number of statutory duties on a director. Under Cayman Islands law,
the fiduciary duties owed by a director include (a) a duty to act in good faith in what the director considers are in the best interests
of the company, (b) a duty to exercise their powers in the company’s interests and only for the purposes for which they were
given, (c) a duty to avoid improperly fettering the exercise of the director’s future discretion, (d) a duty to avoid any conflict
of interest (whether actual or potential) between the director’s duty to the company and the director’s personal interests
or a duty owed to a third party, and (e) a duty not to misuse the company’s property (including any confidential information
and trade secrets). The common law duties owed by a director are those to exercise appropriate skill and care. The relevant threshold
is that of a reasonable diligent person having both the general knowledge, skill, and experience that may reasonably be expected
of a person carrying out the same functions as are carried out by that director in relation to the company, and the general knowledge,
skill, and experience that that director has. In fulfilling their duty to us, our directors must ensure compliance with our articles
of association, as amended and restated from time to time, and our shareholder resolutions. We have the right to seek damages where
certain duties owed by any of our directors are breached. |
Limitations
on Personal Liability of Directors |
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Subject
to the limitations described below, a certificate of incorporation may provide for the elimination or limitation of the personal
liability of a director to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director.
Such provision cannot limit liability for breach of loyalty, bad faith, intentional misconduct, unlawful payment of dividends or
unlawful share purchase or redemption. In addition, the certificate of incorporation cannot limit liability for any act or omission
occurring prior to the date when such provision becomes effective. |
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Cayman
Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors
and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such
as to provide indemnification against civil fraud or the consequences of committing a crime. |
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Indemnification
of Directors, Officers, Agents, and Others |
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A
corporation has the power to indemnify any director, officer, employee, or agent of corporation who was, is, or is threatened to
be made a party who acted in good faith and in a manner he believed to be in the best interests of the corporation, and if with respect
to a criminal proceeding, had no reasonable cause to believe his conduct would be unlawful, against amounts actually and reasonably
incurred. |
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Cayman
Islands law does not limit the extent to which a company’s memorandum and articles
of association may provide for indemnification of directors and officers, except to the extent
any such provision may be held by the Cayman Islands courts to be contrary to public policy,
such as to provide indemnification against the consequences of committing a crime, or against
the indemnified person’s own fraud or dishonesty.
Our
articles of association provide that we will indemnify every director, secretary, assistant secretary, or other officer for the time
being and from time to time of our Company (but not including our auditors) and the personal representatives of the same and from:
(a) all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by such person, other
than by reason of such person’s own dishonesty, willful default, or fraud, in or about the conduct of our business or affairs
or in the execution or discharge of that person’s duties, powers, authorities, or discretions; and (b) without limitation to
paragraph (a) above, all costs, expenses, losses, or liabilities incurred by such person in defending (whether successfully or otherwise)
any civil proceedings concerning us or our affairs in any court, whether in the Cayman Islands or elsewhere. |
Interested
Directors |
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Under
Delaware law, a transaction in which a director who has an interest in such transaction would not be voidable if (i) the material
facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the
board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors are less than a quorum, (ii) such material facts are disclosed or are known to the shareholders entitled
to vote on such transaction and the transaction is specifically approved in good faith by vote of the shareholders, or (iii) the
transaction is fair as to the corporation as of the time it is authorized, approved or ratified. Under Delaware law, a director could
be held liable for any transaction in which such director derived an improper personal benefit. |
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Interested
director transactions are governed by the terms of a company’s memorandum and articles of association. |
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Voting
Requirements |
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The
certificate of incorporation may include a provision requiring supermajority approval by
the directors or shareholders for any corporate action.
In
addition, under Delaware law, certain business combinations involving interested shareholders require approval by a supermajority
of the non-interested shareholders. |
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For
the protection of shareholders, certain matters must be approved by special resolution of
the shareholders as a matter of Cayman Islands law, including alteration of the memorandum
or articles of association, appointment of inspectors to examine company affairs, reduction
of share capital (subject, in relevant circumstances, to court approval), change of name,
authorization of a plan of merger or transfer by way of continuation to another jurisdiction
or consolidation or voluntary winding up of the company.
The
Cayman Companies Act requires that a special resolution be passed by a majority of at least two-thirds or such higher percentage
as set forth in the memorandum and articles of association, of shareholders being entitled to vote and do vote in person or by proxy
at a general meeting, or by unanimous written consent of shareholders entitled to vote at a general meeting. |
Voting
for Directors |
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Under
Delaware law, unless otherwise specified in the certificate of incorporation or bylaws of the corporation, directors shall be elected
by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election
of directors. |
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Director
election is governed by the terms of the memorandum and articles of association. |
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Cumulative
Voting |
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No
cumulative voting for the election of directors unless so provided in the certificate of incorporation. |
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There
are no prohibitions in relation to cumulative voting under the Cayman Companies Act but our articles of association do not provide
for cumulative voting. |
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Directors’
Powers Regarding Bylaws |
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The
certificate of incorporation may grant the directors the power to adopt, amend or repeal bylaws. |
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The
memorandum and articles of association may only be amended by a special resolution of the shareholders. |
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Nomination
and Removal of Directors and Filling Vacancies on Board |
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Shareholders
may generally nominate directors if they comply with advance notice provisions and other procedural requirements in company bylaws.
Holders of a majority of the shares may remove a director with or without cause, except in certain cases involving a classified board
or if the company uses cumulative voting. Unless otherwise provided for in the certificate of incorporation, directorship vacancies
are filled by a majority of the directors elected or then in office. |
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Nomination
and removal of directors and filling of board vacancies are governed by the terms of the memorandum and articles of association. |
Mergers
and Similar Arrangements |
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Under
Delaware law, with certain exceptions, a merger, consolidation, exchange or sale of all or
substantially all the assets of a corporation must be approved by the board of directors
and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a
shareholder of a corporation participating in certain major corporate transactions may, under
certain circumstances, be entitled to appraisal rights pursuant to which such shareholder
may receive cash in the amount of the fair value of the shares held by such shareholder (as
determined by a court) in lieu of the consideration such shareholder would otherwise receive
in the transaction.
Delaware
law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it
owns at least 90% of each class of capital stock without a vote by shareholders of such subsidiary. Upon any such merger, dissenting
shareholders of the subsidiary would have appraisal rights. |
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The
Cayman Companies Act permits mergers and consolidations between Cayman Islands companies
and between Cayman Islands companies and non-Cayman Islands companies. For these purposes,
(a) “merger” means the merging of two or more constituent companies and the vesting
of their undertaking, property and liabilities in one of such companies as the surviving
company, and (b) a “consolidation” means the combination of two or more constituent
companies into a consolidated company and the vesting of the undertaking, property and liabilities
of such companies to the consolidated company. In order to effect such a merger or consolidation,
the directors of each constituent company must approve a written plan of merger or consolidation,
which must then be authorized by (a) a special resolution of the shareholders of each constituent
company, and (b) such other authorization, if any, as may be specified in such constituent
company’s articles of association. The plan must be filed with the Registrar of Companies
in the Cayman Islands together with a declaration as to the solvency of the consolidated
or surviving company, a list of the assets and liabilities of each constituent company and
an undertaking that a copy of the certificate of merger or consolidation will be given to
the shareholders and creditors of each constituent company and that notification of the merger
or consolidation will be published in the Cayman Islands Gazette. Court approval is not required
for a merger or consolidation which is effected in compliance with these statutory procedures.
A
merger between a Cayman Islands parent company and its Cayman Islands subsidiary or subsidiaries does not require authorization by
a resolution of shareholders. For this purpose, a subsidiary is a company of which at least 90% of the issued shares entitled to
vote are owned by the parent company.
The
consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived
by a court in the Cayman Islands. |
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Except
in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the
fair value of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude
the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding
shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful. |
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In
addition, there are statutory provisions that facilitate the reconstruction and amalgamation
of companies, provided that the arrangement is approved by a majority in number of each class
of shareholders and creditors with whom the arrangement is to be made, and who must, in addition,
represent three-fourths in value of each such class of shareholders or creditors, as the
case may be, that are present and voting either in person or by proxy at a meeting, or meetings,
convened for that purpose. The convening of the meetings and subsequently the arrangement
must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder
has the right to express to the court the view that the transaction ought not to be approved,
the court can be expected to approve the arrangement if it determines that: (a) the statutory
provisions as to the required majority vote have been met; (b) the shareholders have been
fairly represented at the meeting in question and the statutory majority are acting bona
fide without coercion of the minority to promote interests adverse to those of the class;
(c) the arrangement is such that may be reasonably approved by an intelligent and honest
man of that class acting in respect of his interest; and (d) the arrangement is not one that
would more properly be sanctioned under some other provision of the Cayman Companies Act.
The
Cayman Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out”
of dissentient minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares
affected within four months the offeror may, within a two-month period commencing on the expiration of such four-month period, require
the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court
of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence
of fraud, bad faith or collusion.
If
an arrangement and reconstruction is thus approved, or if a tender offer is made and accepted, a dissenting shareholder would have
no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations,
providing rights to receive payment in cash for the judicially determined value of the shares. |
Shareholder
Suits |
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Class
actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary
duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion
to permit the winning party to recover attorneys’ fees incurred in connection with such action. |
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In
principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder.
However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman
Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions
thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name
of the company to challenge: (a) an act which is illegal or ultra vires with respect to the company and is therefore incapable of
ratification by the shareholders; (b) an act which, although not ultra vires, requires authorization by a qualified (or special)
majority (that is, more than a simple majority) which has not been obtained; and (c) an act which constitutes a “fraud on the
minority” where the wrongdoers are themselves in control of the company. |
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Inspection
of Corporate Records |
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Under
Delaware law, shareholders of a Delaware corporation have the right during normal business hours to inspect for any proper purpose,
and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the
extent the books and records of such subsidiaries are available to the corporation. |
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Shareholders
of a Cayman Islands exempted company have no general right under Cayman Islands law to inspect or obtain copies of a list of shareholders
or other corporate records (other than the register of mortgages or charges) of the company. However, these rights may be provided
in the company’s memorandum and articles of association. |
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Shareholder
Proposals |
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Unless
provided in the corporation’s certificate of incorporation or bylaws, Delaware law does not include a provision restricting
the manner in which shareholders may bring business before a meeting. |
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The
Cayman Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders
with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles
of association. Our articles of association allow our shareholders holding shares which carry in aggregate not less than one-third
of all votes attaching to all of our issued and outstanding shares, to requisition a general meeting of our shareholders, in which
case our chairman or a majority of our directors are obliged to call such meeting. If there are no directors as at the date of the
deposit of the shareholders’ requisition or if the directors do not within 21 calendar days from the date of the date of the
deposit of the requisition duly proceed to convene a general meeting to be held within a further 45 calendar days, the requisitionists,
or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting,
but any meeting so convened must not be held after the expiration of two calendar months after the expiration of the said 45 calendar
days. Our articles of association provide no other right to put any proposals before annual general meetings or extraordinary general
meetings. As a Cayman Islands exempted company, we are not obligated by law to call shareholders’ annual general meetings.
However, our corporate governance guidelines require us to call such meetings every year. |
Approval
of Corporate Matters by Written Consent |
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Delaware
law permits shareholders to take actions by written consent signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action at a meeting of shareholders. |
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The
Cayman Companies Act allows a special resolution to be passed in writing if signed by all the voting shareholders (if authorized
by the memorandum and articles of association). |
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Calling
of Special Shareholders Meetings |
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Delaware
law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws
to call a special meeting of shareholders. |
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The
Cayman Companies Act does not have provisions governing the proceedings of shareholders meetings, which are usually provided in the
memorandum and articles of association. Please see above. |
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Dissolution;
Winding Up |
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Under
the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved
by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors
may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation
to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the
board of directors. |
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Under
the Cayman Companies Act, a company may be wound up voluntarily (a) by virtue of a special resolution, (b) because the period, if
any, fixed for the duration of the company by its articles of association has expired, or (c) because the event, if any, has occurred,
on the occurrence of which its articles of association provide that the company shall be wound up. Our articles of association contain
no fixed period for the duration of our Company and no provisions for the winding up of our Company on the occurrence of any particular
event. Under the Cayman Companies Act, a company may also be wound up compulsorily by order of the Grand Court of the Cayman Islands,
including if the company is unable to pay its debts as they fall due or the Grand Court of the Cayman Islands is of the opinion that
it is just and equitable that the company should be wound up. |
Anti-money
Laundering, Countering the Financing of Terrorism, and Counter Proliferation Financing—Cayman Islands
If
any person resident in the Cayman Islands knows or suspects or has reason for knowing or suspecting that another person is engaged in
criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their
attention in the course of their business in the regulated sector, or other trade, profession, business or employment, the person will
be required to report such knowledge or suspicion to (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act
(as amended) of the Cayman Islands) or the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act
(as amended), if the disclosure relates to criminal conduct or money laundering or (ii) to a police constable or a nominated officer
(pursuant to the Terrorism Act (as amended) of the Cayman Islands) or the Financial Reporting Authority, pursuant to the Terrorism Act
(as amended), if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property. Such a report shall
not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
Data
Protection in the Cayman Islands – Privacy Notice
This
privacy notice explains the manner in which we collect, process, and maintain personal data about our investors pursuant to the Data
Protection Act (as amended) of the Cayman Islands, as amended from time to time and any regulations, codes of practice, or orders promulgated
pursuant thereto (the “DPA”).
We
are committed to processing personal data in accordance with the DPA. In our use of personal data, we will be characterized under the
DPA as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors”
under the DPA. These service providers may process personal information for their own lawful purposes in connection with services provided
to us.
By
virtue of your investment in our Company, we and certain of our service providers may collect, record, store, transfer, and otherwise
process personal data by which individuals may be directly or indirectly identified.
Your
personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract
to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with
any legal, tax, or regulatory obligation to which we are subject, or (c) where the processing is for the purposes of legitimate interests
pursued by us or by a service provider to whom the data are disclosed. As a data controller, we will only use your personal data for
the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.
We
anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also
share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions
or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances,
we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation
(whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do
so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).
We
will not hold your personal data for longer than necessary with regard to the purposes of the data processing.
We
will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements
of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that
data.
We
will only transfer personal data in accordance with the requirements of the DPA and will apply appropriate technical and organizational
information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental
loss, destruction, or damage to the personal data.
If
you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements
such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in
relation to your investment into our Company, this will be relevant for those individuals and you should inform such individuals of the
content.
You
have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy
notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to
stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent
and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be
notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries
or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer
your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source
of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us
to delete your personal data in some limited circumstances.
If
you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you
have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman
can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.
Economic
Substance in the Cayman Islands
The
Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing
concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without
real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act (as amended) (the
“Substance Act”) came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman
Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated
before January 1, 2019, applies in respect of financial years commencing July 1, 2019, onwards. However, it is anticipated that our Company
may remain out of scope of the legislation or else be subject to more limited substance requirements.
History
of Share Issuances
The
following is a summary of our share issuances since incorporation. We note that any “ordinary shares” referred to below,
and issued prior to June 27, 2024, have since been re-designated as Class A Ordinary Shares or, in respect of the Nevis Shares, as Class
B Ordinary Shares.
On
September 13, 2021, we issued an aggregate of 450,000,000 ordinary shares to our founding shareholders for an aggregate consideration
of $45,000.
On
February 17, 2022, our then sole director approved the transfers of an aggregate of 45,000,000 ordinary shares from our founding shareholders
to certain employees and pre-initial public offering investors, including 4,500,000 ordinary shares to Mr. Lee Choon Wooi and 4,500,000
ordinary shares to Mr. Khoo Kien Hoe.
On
June 8, 2022, our shareholders approved (i) a reverse split of our outstanding ordinary shares at a ratio of 1-for-11.25 shares, (ii)
a reverse split of our authorized and unissued Preferred Shares at a ratio of 1-for-11.25 shares, (iii) an increase in our authorized
share capital from $50,000 to $999,000, and (iv) an amendment and restatement of our memorandum and articles of association, in order
to reflect the foregoing alterations to our share capital. The net effect of these corporate actions was that, with effect on and from
June 8, 2022, our authorized share capital was changed to $999,000, divided into 883,000,000 ordinary shares of par value $0.001125 each
and 5,000,000 Preferred Shares of par value $0.001125 each.
On
July 6, 2022, our board of directors approved the transfers of an aggregate of 6,800,000 ordinary shares from our founding shareholders
to certain employees and pre-initial public offering investors, including 400,000 ordinary shares to Mr. Lee Choon Wooi and 400,000 ordinary
shares to Mr. Khoo Kien Hoe.
On
August 25, 2022, we closed our initial public offering of 5,375,000 ordinary shares at a public offering price of $4.00 per share, which
included 375,000 ordinary shares issued pursuant to the partial exercise of the underwriters’ over-allotment option.
On
November 3, 2022, we closed a private placement pursuant to certain subscription agreements dated October 26, 2022 with four investors.
We issued and sold an aggregate of 9,000,000 ordinary shares to these investors at a price of $1.40 per share.
On
July 10, 2023, we issued the first tranche of consideration shares, an aggregate of 8,755,000 ordinary shares, to the then shareholders
of One Eighty Ltd in connection with the acquisition of 51% of the issued share capital in One Eighty Ltd.
On
September 1, 2023, we issued the second tranche of consideration shares, an aggregate of 8,755,000 ordinary shares, to the then shareholders
of One Eighty Ltd in connection with the acquisition of 51% of the issued share capital in One Eighty Ltd.
In
October 2023, we issued a total of 119,984 ordinary shares through at-the-market offerings for net proceeds of approximately $119,388
after deducting commission.
On
November 13, 2023, we issued an aggregate of 12,000,000 ordinary shares to the then shareholders of ProSeeds in connection with the acquisition
of 100% of the issued and paid-up share capital in ProSeeds.
On
February 19, 2024, we issued an aggregate of 8,000,000 ordinary shares to the then shareholders of Trade Router in connection with the
acquisition of 100% of the issued and paid-up share capital in Trade Router.
On
March 22, 2024, we issued an aggregate of 18,000,000 ordinary shares to the then shareholders of Carnegie Hill in connection with the
acquisition of 100% of the issued and paid-up share capital in Carnegie Hill.
On
April 19, 2024, we issued an aggregate of 18,000,000 ordinary shares to the then shareholders of Rainbow Worldwide in connection with
the acquisition of 100% of the issued and paid-up share capital in Rainbow Worldwide.
On
May 21, 2024, we issued an aggregate of 21,500,000 ordinary shares to the shareholders of Bella Bambina in connection with the acquisition
of the Loyalty Engine Software.
On
June 13, 2024, we issued an aggregate of 25,000,000 ordinary shares to the shareholders of Raetia Holdings in connection with the acquisition
of the Virtual Reality Software.
On
June 27, 2024, our shareholders approved the re-designation of our ordinary shares into Class A Ordinary Shares and Class B Ordinary
Shares.
On
July 2, 2024, we issued an aggregate of 29,000,000 Class A Ordinary Shares to the shareholders
of Bardi Equity in connection with the acquisition of the Virtual Space Software.
SELLING
SHAREHOLDERS
This
prospectus covers the resale of certain of the Rainbow Worldwide Consideration Shares, all of the Loyalty Engine Software Consideration
Shares, all of the Virtual Reality Software Consideration Shares, and all of the Virtual Space Software Consideration Shares, as specified
in the table below. We will not receive any of the proceeds from the sale of Class A Ordinary Shares by the Selling Shareholders. Except
for the ownership of the Class A Ordinary Shares, the Selling Shareholder have not had any material relationship with us within the past
three years.
The
following table sets forth (a) the name and position or positions with the Company of each Selling Shareholder; (b) the number of Class
A Ordinary Shares held by each Selling Shareholder as of the date of this prospectus; (c) the number of Class A Ordinary Shares that
each Selling Shareholder may offer for sale from time to time pursuant to this prospectus, whether or not such Selling Shareholder has
a present intention to do so; and (d) the number of Class A Ordinary Shares to be beneficially owned by each Selling Shareholder following
the sale of all shares that may be so offered pursuant to this prospectus, assuming no other change in ownership of Class A Ordinary
Shares by such Selling Shareholder after the date of this prospectus. Unless otherwise indicated, beneficial ownership is direct and
the person indicated has sole voting and investment power.
Inclusion
of an individual’s name in the table below does not constitute an admission that such individual is an “affiliate”
of the Company.
| |
Principal
Position
with
the | | |
Shares
Owned Prior to Resale(2) | | |
Number
of Shares Offered for | | |
Shares
Beneficially Owned after Resale(2) | |
Selling
Shareholders | |
Company(1) | | |
Number | | |
Percent | | |
Resale | | |
Number | | |
Percent | |
Kong
Soo Ho | |
| — | | |
| 4,500,000 | | |
| 2.36 | % | |
| 4,500,000 | | |
| — | | |
| — | |
Thum
Wai Loong | |
| — | | |
| 1,500,000 | | |
| 0.79 | % | |
| 1,500,000 | | |
| — | | |
| — | |
Ong
Bing Xiong | |
| — | | |
| 5,375,000 | | |
| 2.82 | % | |
| 5,375,000 | | |
| — | | |
| — | |
Lim
Yow Long | |
| — | | |
| 5,375,000 | | |
| 2.82 | % | |
| 5,375,000 | | |
| — | | |
| — | |
Voon
Lee Kien | |
| — | | |
| 5,375,000 | | |
| 2.82 | % | |
| 5,375,000 | | |
| — | | |
| — | |
Chong
Sheau Yong | |
| — | | |
| 5,375,000 | | |
| 2.82 | % | |
| 5,375,000 | | |
| — | | |
| — | |
Ban
Yuen Khuen | |
| — | | |
| 6,250,000 | | |
| 3.28 | % | |
| 6,250,000 | | |
| — | | |
| — | |
Chen
Siok San | |
| — | | |
| 6,250,000 | | |
| 3.28 | % | |
| 6,250,000 | | |
| — | | |
| — | |
Ng
Siow Ching | |
| — | | |
| 6,250,000 | | |
| 3.28 | % | |
| 6,250,000 | | |
| — | | |
| — | |
Tang
Kim Hong | |
| — | | |
| 6,250,000 | | |
| 3.28 | % | |
| 6,250,000 | | |
| — | | |
| — | |
Jenny
Tay | |
| — | | |
| 7,250,000 | | |
| 3.80 | % | |
| 7,250,000 | | |
| — | | |
| — | |
Kueh
Jing Siang | |
| — | | |
| 7,250,000 | | |
| 3.80 | % | |
| 7,250,000 | | |
| — | | |
| — | |
Tong
Ruo Yen | |
| — | | |
| 7,250,000 | | |
| 3.80 | % | |
| 7,250,000 | | |
| — | | |
| — | |
Chng
Teik Leong | |
| — | | |
| 7,250,000 | | |
| 3.80 | % | |
| 7,250,000 | | |
| — | | |
| — | |
(1) |
All
positions described are with the Company, unless otherwise indicated. |
(2) |
Percentage
is computed with reference to 190,704,984 Class A Ordinary Shares issued and outstanding as of July 15, 2024 and assumes for
each Selling Shareholder the sale of all shares offered by that particular Selling Shareholder under this prospectus. In computing
the percentage ownership of each Selling Shareholder, shares that such Selling Shareholder has the right to acquire within 60 days,
including through the exercise of any option, warrant, or other right or the conversion of any other security, after the date of
this prospectus, are included. |
The
Company may supplement this prospectus from time to time as required by the rules of the SEC to include certain information concerning
the security ownership of the Selling Shareholders or any new selling shareholders, the number of securities offered for resale and the
position, office, or other material relationship which a Selling Shareholder has had within the past three years with the Company or
any of its predecessors or affiliates.
PLAN
OF DISTRIBUTION
In
this section of the prospectus, the term “Selling Shareholders” means and includes:
|
● |
the
persons identified in the table above as the Selling Shareholders; and |
|
|
|
|
● |
any
of the donees, pledgees, distributees, transferees, or other successors in interest of those persons referenced above who may: (a)
receive any of the Class A Ordinary Shares offered hereby after the date of this prospectus and (b) offer or sell those shares hereunder. |
The
Class A Ordinary Shares offered by this prospectus may be sold from time to time directly by the Selling Shareholders. Alternatively,
the Selling Shareholders may from time to time offer such shares through underwriters, brokers, dealers, agents, or other intermediaries.
The Selling Shareholders as of the date of this prospectus have advised us that there were no underwriting or distribution arrangements
entered into with respect to the Class A Ordinary Shares offered hereby. The distribution of the Class A Ordinary Shares by the Selling
Shareholders may be effected: in one or more transactions that may take place on the Nasdaq Capital Market (including one or more block
transaction) through customary brokerage channels, either through brokers acting as agents for the Selling Shareholders, or through market
makers, dealers, or underwriters acting as principals who may resell these shares on the Nasdaq Capital Market; in privately-negotiated
sales; by a combination of such methods; or by other means. These transactions may be effected at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, or at other negotiated prices. Usual and customary or specifically negotiated
brokerage fees or commissions may be paid by the Selling Shareholders in connection with sales of our Class A Ordinary Shares.
The
Selling Shareholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise.
In such transactions, broker-dealers may engage in short sales of our Class A Ordinary Shares in the course of hedging the positions
they assume with the Selling Shareholders. The Selling Shareholders also may sell shares short and redeliver the shares to close out
such short positions. The Selling Shareholders may enter into options or other transactions with broker-dealers which require the delivery
to the broker-dealer of our Class A Ordinary Shares. The broker-dealer may then resell or otherwise transfer such Class A Ordinary Shares
pursuant to this prospectus.
The
Selling Shareholders may also lend or pledge our Class A Ordinary Shares to a broker-dealer. The broker-dealer may sell the Class A Ordinary
Shares so lent, or upon a default the broker-dealer may sell the pledged Class A Ordinary Shares pursuant to this prospectus. Any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.
The
Selling Shareholders have advised us that they have not entered into any agreements, understandings, or arrangements with any underwriters
or broker-dealers regarding the sale of their securities. There is no underwriter or coordinating broker acting in connection with the
proposed sale of the Class A Ordinary Shares by the Selling Shareholders.
Although
the Class A Ordinary Shares covered by this prospectus are not currently being underwritten, the Selling Shareholders or their underwriters,
brokers, dealers, or other agents or other intermediaries, if any, that may participate with the selling security holders in any offering
or distribution of the Class A Ordinary Shares may be deemed “underwriters” within the meaning of the Securities Act and
any profits realized or commissions received by them may be deemed underwriting compensation thereunder.
Under
applicable rules and regulations under the Exchange Act, any person engaged in a distribution of the Class A Ordinary Shares offered
hereby may not simultaneously engage in market making activities with respect to the Class A Ordinary Shares for a period of up to five
days preceding such distribution. The Selling Shareholders will be subject to the applicable provisions of the Exchange Act and the rules
and regulations promulgated thereunder, including without limitation Regulation M, which provisions may limit the timing of purchases
and sales by the Selling Shareholders.
In
order to comply with certain state securities or blue sky laws and regulations, if applicable, the Class A Ordinary Shares offered hereby
will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the Class A Ordinary Shares
may not be sold unless they are registered or qualified for sale in such state, or unless an exemption from registration or qualification
is available and is obtained.
We
will bear all costs, expenses, and fees in connection with the registration of the Class A Ordinary Shares offered hereby. The Selling
Shareholders, however, will bear any brokerage or underwriting commissions and similar selling expenses, if any, attributable to the
sale of the Class A Ordinary Shares offered pursuant to this prospectus.
There
can be no assurance that the Selling Shareholders will sell any or all of the securities offered by them hereby.
TAXATION
Material
income tax consequences relating to the purchase, ownership, and disposition of the securities offered by this prospectus are set forth
in “Item 10. Additional Information—E. Taxation” in the 2023 Annual Report, which is incorporated herein by reference,
as updated by our subsequent filings under the Exchange Act that are incorporated by reference and, if applicable, in any accompanying
prospectus supplement or relevant free writing prospectus.
EXPENSES
The
following table sets forth the aggregate expenses in connection with this offering, all of which will be paid by us. All amounts shown
are estimates, except for the SEC registration fee.
SEC
registration fee | |
$ | 2,093.12 | |
Legal
fees and expenses | |
$ | * | |
Accounting
fees and expenses | |
$ | * | |
Printing
and postage expenses | |
$ | * | |
Miscellaneous
expenses | |
$ | * | |
Total | |
$ | * |
* |
To
be provided by a prospectus supplement or as an exhibit to a report of foreign private issuer on Form 6-K that is incorporated by
reference into this prospectus. Estimated solely for this item. Actual expenses may vary. |
MATERIAL
CONTRACTS
Our
material contracts are described in the documents incorporated by reference into this prospectus. See “Incorporation of Documents
by Reference” below.
MATERIAL
CHANGES
Except
as otherwise described in the 2023 Annual Report, in our reports of foreign issuer on Form 6-K filed or submitted under the Exchange
Act and incorporated by reference herein, and as disclosed in this prospectus or the applicable prospectus supplement, no reportable
material changes have occurred since September 30, 2023.
LEGAL
MATTERS
We
are being represented by Hunter Taubman Fischer & Li LLC with respect to certain legal matters of U.S. federal securities and New
York State law. The validity of the securities offered in this offering and certain other legal matters as to Cayman Islands law will
be passed upon for us by Mourant Ozannes (Cayman) LLP, our counsel as to Cayman Islands law. Legal matters as to Malaysian law will be
passed upon for us by GLT Law. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel
to underwriters, dealers, or agents, such counsel will be named in the applicable prospectus supplement relating to any such offering.
EXPERTS
The
consolidated financial statements for the fiscal years ended September 30, 2023 and 2022 incorporated herein by reference have been so
incorporated in reliance on the report of YCM CPA INC., an independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting. The office of YCM CPA INC. is located at 4482 Barranca Suite 239, Irvine, CA 92604.
The
consolidated financial statements for the fiscal year ended September 30, 2021, incorporated herein by reference have been so incorporated
in reliance on the report of Friedman LLP, an independent registered public accounting firm, given on the authority of said firm as experts
in auditing and accounting. The office of Friedman LLP was located at One Liberty Plaza, 165 Broadway, Floor 21, New York, NY 10006.
Effective on September 1, 2022, Friedman LLP combined with Marcum LLP.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus certain information we file with the SEC. This means that
we can disclose important information to you by referring you to those documents. Any statement contained in a document incorporated
by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes such
earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
We
hereby incorporate by reference into this prospectus the following documents:
|
(1) |
our
annual report on Form
20-F for the fiscal year ended September 30, 2023, filed with the SEC on February 8, 2024; |
|
|
|
|
(2) |
our
unaudited interim financial statements on Form 6-K for the six months ended March 31, 2024, filed with the SEC on June 27, 2024; |
|
|
|
|
(3) |
our
reports of foreign private issuer on Form 6-K filed with the SEC on February
21, 2024, March
7, 2024, March
22, 2024, April
5, 2024, April
19, 2024, May
6, 2024, May
13, 2024, May
20, 2024, May
21, 2024, May
28, 2024, June
13, 2024, June
14, 2024, June
27, 2024, July
2, 2024, and July
2, 2024; |
|
|
|
|
(4) |
the
description of our Ordinary Shares contained in our registration statement on Form
8-A, filed with the SEC on August 12, 2022, and any amendment or report filed for the purpose of updating such description; |
|
|
|
|
(5) |
any
future annual reports on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of the offering
of the securities offered by this prospectus; and |
|
|
|
|
(6) |
any
future reports of foreign private issuer on Form 6-K that we furnish to the SEC after the date of this prospectus that are identified
in such reports as being incorporated by reference into the registration statement of which this prospectus forms a part. |
The
2023 Annual Report contains a description of our business and audited consolidated financial statements with reports by our independent
auditors. These statements were prepared in accordance with U.S. GAAP.
Unless
expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to,
but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those document
unless such exhibits are specially incorporated by reference in this prospectus, will be provided at no cost to each person, including
any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:
Starbox
Group Holdings Ltd.
VO2-03-07,
Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100
Kuala
Lumpur, Malaysia
+603
2781 9066
You
should rely only on the information that we incorporate by reference or provide in this prospectus. We have not authorized anyone to
provide you with different information. We are not making any offer to sell these securities in any jurisdiction where the offer or sale
is not permitted. You should not assume that the information contained or incorporated in this prospectus by reference is accurate as
of any date other than the date of the document containing the information.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
As
permitted by SEC rules, this prospectus omits certain information and exhibits that are included in the registration statement of which
this prospectus forms a part. Since this prospectus may not contain all of the information that you may find important, you should review
the full text of these documents. If we have filed a contract, agreement, or other document as an exhibit to the registration statement
of which this prospectus forms a part, you should read the exhibit for a more complete understanding of the document or matter involved.
Each statement in this prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement,
or other document is qualified in its entirety by reference to the actual document.
We
are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers.
Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information
filed with the SEC can be inspected over the Internet at the SEC’s website at www.sec.gov.
As
a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content
of proxy statements, and our executive officers, directors, and principal shareholders are exempt from the reporting and short-swing
profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to
file periodic or current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities
are registered under the Exchange Act.
ENFORCEABILITY
OF CIVIL LIABILITIES
We
are incorporated under the laws of the Cayman Islands as an exempted company limited by shares. We are incorporated under the laws of
the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability,
an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions, and the availability
of professional and support services. The Cayman Islands, however, has a less developed body of securities laws as compared to the United
States and provides significantly less protection for investors than the United States. Additionally, Cayman Islands companies may not
have standing to sue in the Federal courts of the United States.
Substantially
all of our assets are located in Malaysia. In addition, most of our directors and officers are nationals or residents of Malaysia and
all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to
effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United
States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any
state in the United States.
We
have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United
States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in
the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the
securities laws of the State of New York.
Mourant
Ozannes (Cayman) LLP, our counsel with respect to the laws of the Cayman Islands, and GLT Law, our counsel with respect to Malaysian
law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or Malaysia would (i) recognize or enforce
judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of
the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the Cayman Islands
or Malaysia against us or our directors or officers predicated upon the securities laws of the United States or any state in the United
States.
Mourant
Ozannes (Cayman) LLP has further advised us that there are currently no statutory enforcement laws in the Cayman Islands nor any treaty
between the United States and the Cayman Islands providing for enforcement of judgments. A judgment obtained in the United States, however,
may be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination on the merits of the underlying
dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment: (i) is
given by a foreign court of competent jurisdiction; (ii) is final; (iii) is not in respect of taxes, a fine or a penalty; and (iv) was
not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman
Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against
us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions
brought against us or other persons predicated upon the Securities Act. Mourant Ozannes (Cayman) LLP has informed us that there is uncertainty
with regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the
securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature.
GLT
Law has further advised us that there are currently no statutes, treaties, or other forms of reciprocity between the United States and
Malaysia providing for the mutual recognition and enforcement of court judgments. Under Malaysian laws, a foreign judgment cannot be
directly or summarily enforced in Malaysia. The judgment must first be recognized by a Malaysian court either under applicable Malaysian
laws or in accordance with common law principles. For Malaysian courts to accept the jurisdiction for recognition of a foreign judgment,
the foreign country where the judgment is made must be a reciprocating country expressly specified and listed in the Reciprocal Enforcement
of Judgments Act 1958, Maintenance Orders (Facilities for Enforcement) Act 1949 or Probate and Administration Act 1959. As the United
States is not one of the countries specified under the statutory regime where a foreign judgment can be recognized and enforced in Malaysia,
a judgment obtained in the United States must be enforced by commencing fresh proceedings in a Malaysian court. The requirements for
a foreign judgment to be recognized and enforceable in Malaysia are: (i) the judgment must be a monetary judgment; (ii) the foreign court
must have had jurisdiction accepted by a Malaysian court; (iii) the judgment was not obtained by fraud; (iv) the enforcement of the judgment
must not contravene public policy in Malaysia; (v) the proceedings in which the judgment was obtained were not opposed to natural justice,
and (vi) the judgment must be final and conclusive.
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/formf-3_001.jpg)
Starbox
Group Holdings Ltd.
81,500,000
Class A Ordinary Shares Offered by Selling Shareholders
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Directors and Officers
Cayman
Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against the consequences of committing a crime, or against the indemnified person’s
own fraud or dishonesty.
Our
articles of association provide that we will indemnify every director, secretary, assistant secretary, or other officer for the time
being and from time to time of our Company (but not including our auditors) and the personal representatives of the same and from: (a)
all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by such person, other than
by reason of such person’s own dishonesty, willful default, or fraud, in or about the conduct of our business or affairs or in
the execution or discharge of that person’s duties, powers, authorities, or discretions; and (b) without limitation to paragraph
(a) above, all costs, expenses, losses, or liabilities incurred by such person in defending (whether successfully or otherwise) any civil
proceedings concerning us or our affairs in any court, whether in the Cayman Islands or elsewhere.
We
have agreed to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with
claims made by reason of their being such a director or officer.
Item
9. Exhibits
Item
10 Undertakings
|
(a) |
The
undersigned registrant hereby undertakes: |
|
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
|
|
|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
|
|
|
|
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement. |
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission
by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b).
|
(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
|
|
|
|
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
|
|
|
|
(4) |
To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus,
by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary
to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding
the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3)
of the Securities Act of 1933 or Rule 3-19 of Regulation S-K if such financial statements and information are contained in periodic
reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this registration statement. |
|
|
|
|
(5) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
|
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and |
|
|
|
|
(ii) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date. |
|
(6) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
|
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
|
|
|
|
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
|
|
|
|
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
|
|
|
|
(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
|
(b) |
That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
|
|
|
(c) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kuala Lumpur, Malaysia, on July 17, 2024.
|
Starbox
Group Holdings Ltd. |
|
|
|
By:
|
/s/
Lee Choon Wooi |
|
Name:
|
Lee
Choon Wooi |
|
Title: |
Chief
Executive Officer, Director, and
Chairman of the Board of Directors |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/
Lee Choon Wooi |
|
Chief
Executive Officer, Director, and Chairman of the Board of Directors |
|
July
17, 2024 |
Lee
Choon Wooi |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Khoo Kien Hoe |
|
Chief
Financial Officer and Director |
|
July
17, 2024 |
Khoo
Kien Hoe |
|
(Principal
Accounting and Financial Officer) |
|
|
|
|
|
|
|
/s/
Lai Kwong Choy |
|
Director
|
|
July
17, 2024 |
Lai
Kwong Choy |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America of Starbox
Group Holdings Ltd., has signed this registration statement thereto in New York, NY on July 17, 2024.
|
Cogency
Global Inc. |
|
Authorized
U.S. Representative |
|
|
|
|
By: |
/s/
Colleen A. De Vries |
|
Name:
|
Colleen
A. De Vries |
|
Title:
|
Senior
Vice President on behalf of Cogency Global Inc. |
Exhibit
4.1
Share
Certificate
Certificate
Number |
|
Number
of Shares |
|
|
|
|
|
|
Starbox
Group Holdings Ltd.
Incorporated
in the Cayman Islands under the Companies Act (as Revised)
Authorized
Share Capital is US$999,000 divided into
|
i) |
870,200,000
Class A Ordinary Shares of a nominal or par value of US$0.001125 each; |
|
ii) |
12,800,000
Class B Ordinary Shares of a nominal or par value of US$0.001125 each; |
|
iii) |
5,000,000
Preferred Shares of a nominal or par value of US$0.001125 each. |
This
certifies that [Name] of [Address] is the registered holder of [Number] Class A Ordinary Shares fully paid and non-assessable, subject
to the Amended and Restated Memorandum and Articles of Association of the Company.
GIVEN
under the Common Seal of the said Company this [date].
The
Common Seal of the Company was hereunto affixed.
Exhibit
5.1
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/ex5-1_001.jpg)
|
Mourant
Ozannes (Cayman) LLP
94
Solaris Avenue
Camana
Bay
PO
Box 1348
Grand
Cayman KY1-1108
Cayman
Islands
T
+1 345 949 4123
F
+1 345 949 4647 |
Starbox
Group Holdings Ltd.
Suite
102, Cannon Place
North
Sound Rd.
George
Town
Grand
Cayman KY1-9006
Cayman
Islands
17
July 2024
Starbox
Group Holdings Ltd. (the Company)
We
have acted as Cayman Islands legal advisers to the Company in connection with the Company’s registration statement on Form F-3
(the Registration Statement) to be filed with the U.S. Securities and Exchange Commission (the Commission) under the U.S.
Securities Act of 1933, as amended, relating to the registration of 81,500,000 Class A ordinary shares in the Company of par value US$0.001125
each (the Offer Shares) which are to be offered by the Selling Shareholders (as defined in the Registration Statement).
For
the purposes of this opinion letter, we have examined a copy of each of the following documents:
|
(a) |
the
certificate of incorporation of the Company dated 13 September 2021; |
|
|
|
|
(b) |
the
amended and restated memorandum and articles of association of the Company (the M&A) adopted by a special resolution of
shareholders at the annual general meeting of the Company on 27 June 2024 (the AGM); |
|
|
|
|
(c) |
the
Company’s register of directors and officers that was provided to us by the Company on 6 September 2023, and confirmed by the
Company to still be accurate as at 16 July 2024, (together with the M&A, the Company Records); |
|
|
|
|
(d) |
a
copy of the Company’s register of members and shareholder list as of 2 July 2024 that was provided to us by the Company on
11 July 2024 (the Register of Members); |
|
|
|
|
(e) |
written
resolutions of the board of directors of the Company passed on 17 July 2024 approving (among other things) the offering
of the Offer Shares and the filing of the Registration Statement (the Resolutions); |
|
|
|
|
(f) |
a
certificate of good standing dated 2 July 2024, issued by the Registrar of Companies (the Registrar) in the Cayman Islands
(the Certificate of Good Standing); and |
|
|
|
|
(g) |
the
Registration Statement. |
Mourant
Ozannes (Cayman) LLP is a Cayman Islands limited liability partnership which was registered on 1 February 2022 on the conversion of the
Cayman Islands firm of Mourant Ozannes to a limited liability partnership, pursuant to Part 6 of the Limited Liability Partnership Act
(2021 Revision) of the Cayman Islands
BVI | CAYMAN
ISLANDS | GUERNSEY | HONG KONG | JERSEY | LONDON |
mourant.com |
The
following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this
opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In
giving these opinions, we have relied upon the following assumptions, which we have not independently verified:
2.1 |
copy
documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; |
|
|
2.2 |
where
a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of the draft, and where
a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; |
|
|
2.3 |
the
accuracy and completeness of all factual representations made in the documents reviewed by us; |
|
|
2.4 |
the
genuineness of all signatures and seals; |
|
|
2.5 |
the
Resolutions are in full force and effect and have not been amended, revoked or superseded; |
|
|
2.6 |
there
is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below; |
|
|
2.7 |
the
directors of the Company have not exceeded any applicable allotment authority conferred on the directors by the shareholders; |
|
|
2.8 |
upon
issue of the Offer Shares the Company received in full the consideration for which the Company agreed to issue the Offer Shares,
which was equal to at least the par value thereof; |
|
|
2.9 |
the
validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration
Statement has been duly filed with the Commission; |
|
|
2.10 |
each
director of the Company (and any alternate director) has disclosed to each other director any interest of that director (or alternate
director) in the transactions contemplated by the Registration Statement in accordance with the M&A; |
|
|
2.11 |
the
Company is not insolvent, will not be insolvent and will not become insolvent as a result of executing, or performing its obligations
under the Registration Statement and no steps have been taken to wind up the Company or appoint a receiver in respect of the Company
or any of its assets; |
|
|
2.12 |
the
Company Records were, when reviewed by us, and remain at the date of this opinion accurate and complete; and |
|
|
2.13 |
the
Register of Members accurately identified the names of all members of the Company as at the record date for the AGM and as at 2
July 2024 and remains at the date of this opinion, accurate and complete. |
Based
upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant,
we are of the opinion that:
3.1 |
The
Company is incorporated under the Companies Act (as amended) of the Cayman Islands (the Companies Act), validly exists under
the laws of the Cayman Islands as an exempted company and is in good standing with the Registrar. The Company is deemed to be in
good standing on the date of issue of the Certificate of Good Standing if it: |
|
(a) |
has
paid all fees and penalties under the Companies Act; and |
|
|
|
|
(b) |
is
not, to the Registrar’s knowledge, in default under the Companies Act. |
3.2 |
Based
solely on our review of the M&A, the authorised share capital of the Company is US$999,000 divided into 888,000,000 shares comprising
of (a) 870,200,000 Class A ordinary shares of par value US$0.001125 each, (b) 12,800,000 Class B ordinary shares of a par value of
US$0.001125 each and (c) 5,000,000 preferred shares of a par value of US US$0.001125 each. |
|
|
3.3 |
The
issue and allotment of the Offer Shares has been duly authorised. |
|
|
3.4 |
As
a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). Based
solely on our review of the Register of Members and the Resolutions, the Offer Shares were legally issued and allotted, fully paid
and non-assessable. |
Except
as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect
to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the
transactions the subject of this opinion.
In
this opinion the phrase non-assessable means, with respect to Shares in the Company, that a member shall not, solely by virtue
of its status as a member, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional
circumstances and subject to the M&A, such as involving fraud, the establishment of an agency relationship or an illegal or improper
purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the heading
Legal Matters in the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of
persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the
Commission promulgated thereunder.
Yours
faithfully |
|
|
|
/s/ Mourant
Ozannes (Cayman) LLP |
|
Mourant
Ozannes (Cayman) LLP |
|
Exhibit
23.1
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/ex23-1_001.jpg)
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the inclusion in this Registration Statement on Form F-3 of our report dated February 8, 2024, with respect to the consolidated
balance sheets of Starbox Group Holdings Ltd. and its subsidiaries as of September 30, 2023 and 2022, and the related consolidated statements
of operations and comprehensive income, changes in shareholders’ equity and cash flows for the years ended September 30, 2023 and
2022. We also consent to the reference to our firm under the heading “Experts” in the Registration Statement.
/s/
YCM CPA, Inc. |
|
|
|
YCM
CPA, Inc. (PCAOB ID 6781) |
|
Irvine,
California |
|
July
17, 2024 |
|
Exhibit 23.2
![Friedman Logo](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/ex23-2_001.jpg)
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in Starbox Group Holdings Ltd’s Registration Statement on Form F-3, of our report
dated March 22, 2022, except for Note 2, as to which the date is May 18, 2022, and Notes 7 and 12, as to which the date is June 15, 2022,
with respect to our audit of the consolidated statements of operation and comprehensive income (loss), changes in shareholders’
equity (deficit) and cash flows for the year ended September 30, 2021 appearing in the Annual Report on Form 20-F of Starbox Group Holdings
Ltd. for the year ended September 30, 2023. We also consent to the reference to our firm under the heading “Experts” in the
Prospectus, which is part of this Registration Statement. We were dismissed as auditors on November 22, 2022 and, accordingly, we have
not performed any audit or review procedures with respect to any financial statements included in such Prospectus for the periods after
the date of our dismissal.
/s/
Friedman LLP
New
York, New York
July
17, 2024
Exhibit
23.4
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/ex23-4_001.jpg)
Advocates
and Solicitors
Gan
Ming Chiek | LL.B (Hons) Malaya
Tan
Eng Keat | LL.B (Hons) MMU
Yim
Zhi Ming | LL.B (Hons) Malaya
Yeow
Jie Han | B.Comm & LL.B University of New South Wales, CLP
Azad
bin Akbar Khan | LL.B (Hons) UiTM
Date:
17 July 2024
STARBOX
GROUP HOLDINGS LTD.
P.O
Box 712, Grand Cayman,
KY1-9006,
Cayman Islands.
Dear
Sirs,
LETTER
OF CONSENT
1. | We,
Messrs. Gan, Lee & Tan, hereby consent to the references to our firm under the mentions
of “Malaysian counsel and/or GLT Law” in connection with the registration statement
on Form F-3 of Starbox Group Holdings Ltd. (the “Company”), including
all amendments or supplements thereto (the “Registration Statement”),
filed by the Company with the Securities and Exchange Commission (the “SEC”)
under the U.S. Securities Act of 1933 (as amended). |
| |
2. | Further,
we hereby consent to the filing with the SEC of this consent letter as an exhibit to the
Registration Statement. |
| |
3. | In
giving such consents, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the U.S. Securities Act of 1933, or under the
U.S. Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated
thereunder. |
Thank
you.
Yours
faithfully, |
|
for
and on behalf of |
|
GAN,
LEE & TAN |
|
|
|
/s/
GAN MING CHIEK |
|
GAN
MING CHIEK |
|
Partner |
|
Email:
gmc@gltlaw.my |
|
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/ex23-4_007.jpg) |
Suite
13.03, Level 13, Menara IGB, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia. |
|
|
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/ex23-4_008.jpg) |
+603
4812 9763 |
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/ex23-4_009.jpg) |
+603
4812 9760 |
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/ex23-4_010.jpg) |
enquiry@gltlaw.my |
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028177/ex23-4_011.jpg) |
www.gltlaw.my |
Exhibit
107
Calculation
of Filing Fee Tables
F-3
(Form
Type)
Starbox
Group Holdings Ltd.
(Exact
name of Registrant as specified in its charter)
Table
1: Newly Registered Securities
| |
| |
| |
Fee | |
| | |
Proposed | | |
| | |
| | |
| |
| |
| |
| |
Calculation | |
| | |
Maximum | | |
Maximum | | |
| | |
| |
| |
| |
Security | |
or Carry | |
| | |
Offering | | |
Aggregate | | |
| | |
Amount of | |
| |
Security | |
Class | |
Forward | |
Amount | | |
Price Per | | |
Offering | | |
| | |
Registration | |
| |
Type | |
Title | |
Rule | |
Registered(1) | | |
Unit | | |
Price | | |
Fee Rate | | |
Fee | |
Fees to Be Paid | |
Equity | |
Class A Ordinary
Shares, par value $0.001125 per share (2) | |
Rule 457(c) | |
| 81,500,000 | | |
$ | 0.174 | (3) | |
$ | 14,181,000 | | |
| 0.00014760 | | |
$ | 2,093.12 | |
| |
Total Offering Amounts | | | |
| | | |
$ | 14,181,000 | | |
| | | |
$ | 2,093.12 | |
| |
Total Fees Previously Paid | | | |
| | | |
| | | |
| | | |
$ | 0 | |
| |
Total Fee Offset | | | |
| | | |
| | | |
| | | |
$ | 2,093.12 | (4) |
| |
Net Fee Due | | | |
| | | |
| | | |
| | | |
$ | 0 | (4) |
(1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall
be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a
distribution, split, combination, or similar transaction. Securities registered hereunder may be sold separately, or together with
other securities registered hereunder. |
|
|
(2) |
As
described in greater detail in the prospectus contained in this registration statement, the Class A Ordinary Shares to be offered
for resale by selling shareholders include an aggregate of 81,500,000 Class A Ordinary Shares. |
|
|
(3) |
Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act, based upon
the average of the high ($0.185) and low ($0.163) prices of the Class A Ordinary Shares as reported on the Nasdaq Capital Market
on July 15, 2024 , which is a date within five business days prior to the filing date of this registration statement. |
|
|
(4) |
See
the table titled “Fee Offset Claims and Sources.” |
Table
2: Fee Offset Claims and Sources
| |
Registrant or Filer Name | |
Form or Filing Type | |
File Number | |
Initial Filing Date | |
Filing Date | |
Fee Offset Claimed | | |
Security Type Associated with Fee Offset Claimed | |
Security Title Associated with Fee Offset Claimed | |
Unsold Securities Associated with Fee Offset Claimed | | |
Aggregate Offering Amount Associated with Fee Offset Claimed | | |
Fee Paid with Fee Offset Source |
Rules 457(b) and 0-11(a)(2) |
|
Fee Offset Claims | |
| |
| |
| |
| |
| |
| | | |
| |
| |
| | | |
| | | |
|
|
Fee Offset Sources | |
| |
| |
| |
| |
| |
| | | |
| |
| |
| | | |
| | | |
|
|
Rule 457(p) |
|
Fee Offset Claims | |
Starbox Group Holdings Ltd. | |
F-1 | |
333-269758 | (1) |
02/14/2023 | |
| |
$ | 1,205.89 | | |
Equity | |
Ordinary shares and warrants | |
| (1 | ) | |
$ | 30,000,000 | | |
|
|
Fee Offset Claims | |
Starbox Group Holdings Ltd. | |
F-1 | |
333-269758 | (1) |
02/14/2023 | |
| |
$ | 2,093.12 | | |
Equity | |
Ordinary shares and warrants | |
| (1 | ) | |
$ | 30,000,000 | | |
|
|
Fee Offset Sources | |
Starbox Group Holdings Ltd. | |
F-1 | |
333-269758 | |
| |
02/14/2023 | |
| | | |
| |
| |
| | | |
| | | |
$ |
3,306 |
|
(1) |
The
Company previously filed a registration statement on Form F-1 (File No. 333-269758) with the U.S. Securities and Exchange Commission
(the “SEC”) on February 14, 2023 (the “2023 Registration Statement”), as amended, which proposed to register
a maximum aggregate amount of $30,000,000 of securities to be offered by the Company. A registration fee of $3,306 was paid for the
maximum aggregate amount of $30,000,000 of securities under the 2023 Registration Statement. On December 28, 2023, the Company filed
for withdrawal of the 2023 Registration Statement. Prior to such withdrawal, the 2023 Registration Statement had not been declared
effective by the SEC and no securities had been sold pursuant to the 2023 Registration Statement, leaving $3,306 in previously paid
fees available for future offset (calculated at the fee rate in effect on the filing date of the 2023 Registration Statement). In
accordance with Rule 457(p) under the Securities Act, the Company used $1,205.89 of the unused filing fees to offset the filing fee
payable in connection with the registration statement on Form F-3 (File No. 333-278571), filed with the SEC on April 9, 2024. In
accordance with Rule 457(p) under the Securities Act, the Company is using $2,093.12 of the unused filing fees to offset the filing
fee payable in connection with this registration statement, no registration fee is due to be paid at this time. |
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