6-K
Starbox Group Holdings Ltd. (STBXF)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of February 2024
CommissionFile Number: 001-41480
StarboxGroup Holdings Ltd.
VO2-03-07,Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100
KualaLumpur, Malaysia
(Addressof principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXHIBITINDEX
| Number | Description of Exhibit |
|---|---|
| 99.1 | Press Release – Starbox Group Holdings Ltd. Announces Financial Results for Fiscal Year 2023 |
| 2 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Starbox Group Holdings Ltd. | ||
|---|---|---|
| Date:<br> February 8, 2024 | By: | /s/ Lee Choon Wooi |
| Name: | Lee<br> Choon Wooi | |
| Title: | Chief<br> Executive Officer |
| 3 |
| --- |
Exhibit99.1
Starbox Group Holdings Ltd. Announces Financial Results for Fiscal Year 2023
Kuala Lumpur, Malaysia, February 8, 2024 /PRNewswire/ — Starbox Group Holdings Ltd. (Nasdaq: STBX) (“Starbox” or the “Company”), a service provider of cash rebates, advertising, and payment solutions, has unveiled its financial results for the fiscal year ended September 30, 2023.
Mr. Lee Choon Wooi, Chief Executive Officer and Chairman of the Board of Directors at Starbox, remarked, “As we reflect on fiscal year 2023, it becomes apparent that Starbox Group has solidified its position as a key player in advertising, cash rebates, and payment solutions, and become a technology solutions provider in Southeast Asia. I am pleased to announce a remarkable 63.2% increase in our total revenue, reaching $11.7 million from $7.2 million in fiscal year 2022. This growth underscores our innovative strategies and diversified approach, particularly evident in technology-driven operations and our recent acquisitions, which have expanded our business. Despite challenges in digital advertising, our strategic acquisitions have significantly bolstered our competitiveness and market presence, contributing an additional $2.2 million in revenue from advertising design and consultation services. The consistent expansion of our member and merchant bases on the GETBATS platform reflects the progress in performance and market coverage. Looking forward, our focus remains on enhancing our comprehensive technology services and solutions and platform capabilities to deliver enduring value to our clients and shareholders.”
FiscalYear 2023 Financial Highlights
| ● | Total revenue was $11.7 million in fiscal year 2023, an increase of 63.2% from $7.2 million<br> in fiscal year 2022. |
|---|---|
| ● | Income from operations was $4.6 million in fiscal year 2023, compared to $5.0 million in fiscal<br> year 2022. |
| --- | --- |
| ● | Net income was $2.1 million in fiscal year 2023 compared to $3.6 million in fiscal year 2022. |
| --- | --- |
FiscalYear 2023 Operational Highlights
| ● | Number of advertisers was 31 as of September 30, 2023, compared to 63 as of September 30, 2022. |
|---|---|
| ● | Number of members on the GETBATS website and mobile app was 2,523,802 as of September 30, 2023,<br> compared to 2,513,658 as of September 30, 2022. |
| --- | --- |
| ● | Number of merchants on the GETBATS website and mobile app was 841 as of September 30, 2023,<br> compared to 820 as of September 30, 2022. |
| --- | --- |
| ● | Number of transactions facilitated through GETBATS website and mobile app was 264,600 as of<br> September 30, 2023, compared to 338,940 as of September 30, 2022. |
| --- | --- |
| ● | Completed the acquisition of 51% equity interests in One Eighty Holdings Ltd on June 26, 2023. |
| --- | --- |
AboutStarbox Group Holdings Ltd.
Headquartered in Malaysia, Starbox Group Holdings Ltd. is a technology-driven, rapidly growing company with innovation as its focus. Starbox is aiming to be a comprehensive technology solutions provider within Southeast Asia and also engages in building a cash rebate, advertising, and payment solution business ecosystem targeting micro, small, and medium enterprises that lack the bandwidth to develop an in-house data management system for effective marketing. The Company connects retail merchants with retail shoppers to facilitate transactions through cash rebates offered by retail merchants on its GETBATS website and mobile app. The Company provides digital advertising services to advertisers through its SEEBATS website and mobile app, GETBATS website and mobile app and social media. The Company also provides payment solution services to merchants. For more information, please visit the Company’s website: https://ir.starboxholdings.com.
Forward-LookingStatements
Certainstatements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks anduncertainties and are based on the Company’s current expectations and projections about future events that the Company believesmay affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-lookingstatements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,”“expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,”“will,” “would,” “should,” “could,” “may” or similar expressions. The Companyundertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances,or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in theseforward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautionsinvestors that actual results may differ materially from the anticipated results and encourages investors to review other factors thatmay affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission..
Formore information, please contact:
StarboxGroup Holdings Ltd.
Investor Relations Department
Email: ir@starboxholdings.com
AscentInvestors Relations LLC
Tina Xiao
Phone: +1 646-932-7242
Email: investors@ascent-ir.com
STARBOXGROUP HOLDINGS LTD. AND SUBSIDIARIES
CONSOLIDATEDBALANCE SHEETS
| As of<br> <br>September 30, 2022 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and equivalents | 2,524,957 | $ | 17,778,895 | ||
| Accounts receivable, net | 9,405,155 | 2,032,717 | |||
| Prepaid expenses and other current assets | 16,067,467 | 4,269,611 | |||
| Short-term deposits | 125,298 | - | |||
| Due from related parties | 112,281 | 1,473 | |||
| Total current assets | 28,235,158 | 24,082,696 | |||
| NON-CURRENT ASSETS | |||||
| Property and equipment, net | 2,523,181 | 13,380 | |||
| Intangible assets, net | 39,666,050 | 903,768 | |||
| Right-of-use assets, net | 144,901 | 42,574 | |||
| Long-term deposits | 213,047 | - | |||
| Goodwill | 82,244,248 | - | |||
| Total non-current assets | 124,791,427 | 959,722 | |||
| TOTAL ASSETS | 153,026,585 | $ | 25,042,418 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | 1,088,982 | $ | - | ||
| Taxes payable | 339,350 | 1,404,128 | |||
| Deferred revenue | 393,615 | - | |||
| Accrued liabilities and other current liabilities | 1,271,087 | 541,050 | |||
| Operating lease liabilities, current | 47,537 | 15,833 | |||
| Due to related parties | 246,836 | 7,361 | |||
| Total current liabilities | 3,387,407 | 1,968,372 | |||
| NON-CURRENT LIABILITIES | |||||
| Deferred tax liabilities, net | 6,412,919 | - | |||
| Operating lease liabilities, non-current | 97,364 | 26,741 | |||
| Loans payable | 2,070,563 | - | |||
| Total non-current liabilities | 8,580,846 | 26,741 | |||
| TOTAL LIABILITIES | 11,968,253 | 1,995,113 | |||
| COMMITMENT AND CONTINGENCY | |||||
| SHAREHOLDERS’ EQUITY | |||||
| Preferred shares, par value 0.001125, 5,000,000 shares authorized, no shares issued<br> and outstanding | - | - | |||
| Ordinary shares, par value 0.001125, 883,000,000 shares authorized, 71,885,000 shares and<br> 45,375,000 shares issued and outstanding as of September 30, 2023 and 2022, respectively | 80,871 | 51,047 | |||
| Additional paid in capital | 81,902,805 | 18,918,303 | |||
| Accumulated other comprehensive loss | (1,061,958 | ) | (607,052 | ) | |
| Retained earnings | 8,872,207 | 4,685,007 | |||
| Total shareholders’ equity attributable to the Company | 89,793,925 | 23,047,305 | |||
| Noncontrolling interest | 51,264,407 | - | |||
| TOTAL EQUITY | 141,058,332 | 23,047,305 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 153,026,585 | $ | 25,042,418 |
All values are in US Dollars.
STARBOXGROUP HOLDINGS LTD. AND SUBSIDIARIES
CONSOLIDATEDSTATEMENTS OF OPERATIONS AND COMPREHENSHIVE INCOME
| FISCAL YEARS ENDED SEPTEMBER 30, | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | **** | 2022 | **** | 2021 | **** | ||||
| Operating<br> revenue | |||||||||
| Advertising<br> services | 5,307,280 | 7,174,050 | 3,158,520 | ||||||
| Cash<br> rebate and payment solution services and media booking | 84,592 | 20,137 | 7,708 | ||||||
| Software<br> licensing | 5,715,333 | - | - | ||||||
| Production<br> income | 362,040 | - | - | ||||||
| Marketing<br> and promotional campaign service | 271,607 | - | - | ||||||
| Total<br> operating revenue | 11,740,852 | 7,194,187 | 3,166,228 | ||||||
| Cost<br> of revenue | 834,614 | 6,383 | 19,874 | ||||||
| Gross<br> profit | 10,906,238 | 7,187,804 | 3,146,354 | ||||||
| Operating<br> expenses | |||||||||
| Selling<br> expenses | 376,899 | 97,939 | 120,515 | ||||||
| General<br> and administrative expenses | 5,931,350 | 2,139,428 | 885,950 | ||||||
| Total<br> operating expenses | 6,308,249 | 2,237,367 | 1,006,465 | ||||||
| Income<br> from operations | 4,597,989 | 4,950,437 | 2,139,889 | ||||||
| Other<br> income, net | |||||||||
| Interest<br> income, net | 750 | - | - | ||||||
| Other<br> income (expenses), net | (4,924 | ) | 59,377 | 166 | |||||
| Total<br> other income (expenses), net | (4,174 | ) | 59,377 | 166 | |||||
| Income<br> before income tax | 4,593,815 | 5,009,814 | 2,140,055 | ||||||
| Income<br> tax expense | 2,134,082 | 1,407,449 | 692,405 | ||||||
| Income before noncontrolling interest | 2,459,733 | 3,602,365 | 1,447,650 | ||||||
| Less:<br> Income attributable to noncontrolling interest | 311,497 | - | - | ||||||
| Net income attributable to the Company | $ | 2,148,236 | $ | 3,602,365 | $ | 1,447,650 | |||
| Other<br> Comprehensive income | |||||||||
| Foreign<br> currency translation loss attributable to the Company | (223,726 | ) | (585,619 | ) | (19,063 | ) | |||
| Foreign<br> currency translation loss attributable to noncontrolling interest | (21,790 | ) | - | - | |||||
| Comprehensive income attributable to the Company | $ | 1,924,510 | $ | 3,016,746 | $ | 1,428,587 | |||
| Comprehensive income attributable to noncontrolling interest | $ | 289,707 | $ | - | $ | - | |||
| Net income per share - basic and diluted | $ | 0.04 | $ | 0.09 | $ | 0.04 | |||
| Weighted<br> average number of ordinary shares outstanding - basic and diluted | $ | 56,469,014 | $ | 40,544,863 | $ | 40,000,000 |
STARBOXGROUP HOLDINGS LTD. AND SUBSIDIARIES
CONSOLIDATEDSTATEMENTS OF CASH FLOWS
| FISCAL YEARS ENDED SEPTEMBER 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
| Net income | $ | 2,459,733 | $ | 3,602,365 | $ | 1,447,650 | |||
| Adjustments to reconcile net income to net cash used in operating activities: | |||||||||
| Depreciation and amortization | 1,840,302 | 161,267 | 2,568 | ||||||
| Amortization of right-of-use assets | 41,090 | 56,690 | 7,274 | ||||||
| Changes in deferred tax | 857,381 | - | - | ||||||
| Changes in operating assets / liabilities: | |||||||||
| Accounts receivable | (5,124,396 | ) | (864,099 | ) | (1,100,053 | ) | |||
| Prepaid expenses and other current assets | (11,265,056 | ) | (4,754,970 | ) | (39,190 | ) | |||
| Deferred revenue | (217,533 | ) | (778,701 | ) | 688,979 | ||||
| Taxes payable | (545,753 | ) | 661,359 | 870,528 | |||||
| Operating lease liabilities | (41,090 | ) | (56,690 | ) | (7,274 | ) | |||
| Accrued expenses and other current liabilities | 467,154 | 740,415 | 13,413 | ||||||
| Net cash (used in) provided by operating activities | (11,528,168 | ) | (1,232,364 | ) | 1,883,895 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
| Cash acquired from acquisition of subsidiaries | 932,893 | - | - | ||||||
| Purchase of fixed assets | (14,864 | ) | (6,669 | ) | (5,203 | ) | |||
| Purchase of intangible assets | (17,679,247 | ) | (1,129,260 | ) | - | ||||
| Cash advances to a related party | - | - | (387,945 | ) | |||||
| Collection of cash advances from a related party | - | - | 387,945 | ||||||
| Net cash used in investing activities | (16,761,218 | ) | (1,135,929 | ) | (5,203 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
| Capital contribution by shareholders | - | - | 200,000 | ||||||
| Proceeds from equity financing | 11,766,810 | 18,769,326 | - | ||||||
| Repayment of loans | (32,331 | ) | - | - | |||||
| Borrowing from (repayment to) related parties | 328,546 | (729,521 | ) | (125,875 | ) | ||||
| Net cash provided by financing activities | 12,063,025 | 18,039,805 | 74,125 | ||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH | 972,423 | (187,894 | ) | (28,792 | ) | ||||
| NET INCREASE (DECREASE) IN CASH & EQUIVALENTS | (15,253,938 | ) | 15,483,618 | 1,924,025 | |||||
| CASH & EQUIVALENTS, BEGINNING OF FISCAL YEAR | 17,778,895 | 2,295,277 | 371,252 | ||||||
| CASH & EQUIVALENTS, END OF FISCAL YEAR | 2,524,957 | 17,778,895 | 2,295,277 | ||||||
| Supplemental Cash Flow Data: | |||||||||
| Income tax paid | $ | 2,382,705 | $ | 934,910 | $ | 15,747 | |||
| Interest paid | $ | 26,454 | $ | - | $ | - | |||
| Supplemental disclosure of non-cash investing and financing activities | |||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | 167,667 | $ | 52,934 | $ | 317,170 | |||
| Shares issued for acquisition of One Eighty Ltd | $ | 53,055,300 | $ | - | $ | - | |||
| Goodwill acquired in business acquisition | $ | 82,244,248 | $ | - | $ | - | |||
| Identifiable intangible assets acquired in business acquisition | $ | 23,500,000 | $ | - | $ | - | |||
| Net assets acquired in business acquisition | $ | 21,785,752 | $ | - | $ | - |