Starbox Group Holdings Ltd 6-K, filed Aug 26, 2024

Starbox Group Holdings Ltd. (STBXF)

6-K 2024-08-26 For: 2024-08-26

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Added on July 08, 2026

About this 6-K

Starbox Group Holdings Ltd filed this 6-K on August 26, 2024.

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Exhibit No.		Description
10.1		Software Purchase Agreement, among Starbox Group Holdings Ltd., Irace Technology Limited, and First Start Company Limited, dated August 26, 2024
10.2		Deed of Assignment, between First Start Company Limited and the person listed in Schedule 1 therein, dated August 26, 2024
10.3		Notice of Assignment, delivered by First Start Company Limited to Starbox Group Holdings Ltd. and Irace Technology Limited, dated August 26, 2024

	Starbox Group Holdings Ltd.

Date: August 26, 2024	By:	/s/ Lee Choon Wooi
	Name:	Lee Choon Wooi
	Title:	Chief Executive Officer

CONTENTS		PAGE

1.	Definitions and Interpretation	1
2.	SALE AND PURCHASE OF SOFTWARE	4
3.	PURCHASE CONSIDERATION OF SOFTWARE	5
4.	COMPLETION OF SALE AND PURCHASE OF SOFTWARE	6
5.	REPRESENTATIONS AND WARRANTIES	6
6.	INDEMNIFICATION	8
7.	DURATION AND TERMINATION OF AGREEMENT	8
8.	SPECIFIC PERFORMANCE	9
9.	FURTHER ASSURANCE	9
10.	TAXES	9
11.	CONFIDENTIALITY	9
12.	NOTICES	10
13.	RIGHTS AND REMEDIES	11
14.	FORCE MAJEURE	11
15.	AMENDMENTS AND WAIVERS	11
16.	ASSIGNMENT	12
17.	SUCCESSORS AND ASSIGNS	12
18.	NO AGENCY	12
19.	ENTIRE AGREEMENT	12
20.	TIME	12
21.	COST AND EXPENSES	12
22.	INVALIDITY AND SEVERABILITY	13
23.	COUNTERPARTS AND E-SIGNATURES	13
24.	GOVERNING LAW AND JURISDICTION	13
SCHEDULE 1 software specificationS		15

(1)	FIRST START COMPANY LIMITED (Registration No. 236447), a company incorporated in Seychelles with its registered address at Oliaji Trade Centre – 1^stFloor, Victoria, Mahe, Seychelles (the “Seller”);

(2)	IRACE TECHNOLOGY LIMITED (Registration No. 2131768), a company incorporated in British Virgin Islands with its registered address at Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands (the “Purchaser”); and

(3)	STARBOX GROUP HOLDINGS LTD. (Registration No. 381005), a company incorporated in Cayman Islands with its registered address at Suite 102, Cannon Place, North Sound Rd., George Town, Grand Cayman, Cayman Islands (the “Issuer”),

(A)	As at the date of this Agreement, the Seller is the legal and beneficial owner of the Software (as defined below).

(B)	The Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, the Software upon the terms and subject to the conditions of this Agreement.

(C)	The Parties agree to assume the obligations imposed on them under this Agreement.

	(i)	the source code and object code; and

	(ii)	all other works or materials recorded or embodied in the Software, including the audio or visual content in any screen-displays in the user interface;

	(i)	operating manuals, user instruction manuals and training materials; and

	(ii)	documents associated with the creation, design, development or modification of the Software, including technical or functional specifications, flow charts, algorithms, architectural diagrams, data models, build instructions, testing or configuration documents and technical data;

	1.2.1.	any reference to a statute or statutory provision is a reference to it as it is in force from time to time, taking account of any change, extension, consolidation or re-enactment and includes any subordinate legislation for the time being in force made under it;

	1.2.2.	any and all headings contained in this Agreement are for convenience only and do not affect the interpretation of any provision of this Agreement;

	1.2.3.	references to any gender shall include the other genders and references to the singular shall include the plural and vice versa and references to natural persons shall include bodies corporate and vice versa;

	1.2.4.	any reference to a person which for the purposes of this Agreement means any individual, corporation, partnership, association, limited liability company, trust, Governmental Authority or body or other entity or organisation (whether or not having a separate legal personality) shall include its successors in title;

	1.2.5.	all obligations and liabilities on the part of the Parties are (unless expressly stated otherwise) several and shall be construed accordingly;

	1.2.6.	any reference to “day”, “week”, “month” or “year” is a reference to a day, week, month or year respectively in the Gregorian calendar;

	1.2.7.	any phrase introduced by the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

	1.2.8.	references to “writing”, or cognate expressions, include any communication effected electronically, by telex, cable, facsimile transmission or other comparable means of communication;

	1.2.9.	any reference to an agreement (including this Agreement), contract or document is a reference to such agreement, contract or document as the same may be amended, restated or replaced from time to time; and

	1.2.10.	references to this Agreement include any Recitals and Appendices to it and references to Clauses, Recitals and Appendices are to the clauses, recitals and appendices to this Agreement.

1.3.	If any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day and if any period of time falls on a day which is not a Business Day, then that period is to be deemed to only expire on the next Business Day.

1.4.	The Recitals to this Agreement shall have effect and be construed as an integral part of this Agreement, but in the event of any conflict or discrepancy between any of the provisions of this Agreement, such conflict or discrepancy shall, for the purposes of the interpretation and enforcement of this Agreement, be resolved by giving the provisions contained in the Clauses of this Agreement priority and precedence over the provisions contained in the Recitals to this Agreement.

1.5.	No provision of this Agreement will be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of this Agreement or that provision.

	2.2.1.	the Software;

	2.2.2.	the Software Documentation;

	2.2.3.	the Software Trade Secret; and

	2.2.4.	the Tangible Software Assets.

	3.1.1.	The sale and purchase consideration for the Software is United States Dollar Nine Million Six Hundred Thousand (USD9,600,000.00) only (the “Purchase Consideration”).

	3.1.2.	The Parties agree that the Purchase Consideration shall be satisfied by way of allotment and issuance to the Seller of 60,000,000 new Class A ordinary shares of the Issuer at the issue price of USD0.16 per Class A ordinary share (“Consideration Shares”), the total value of which is equivalent to the Purchase Consideration.

	3.2.1.	Notwithstanding Clause 3.1.2 above, the Seller hereby instructs and authorises the Issuer to allot and issue the Consideration Shares to the Seller’s assignees (“Seller’s Assignees”), the details of which will be notified by the Seller to the Purchaser and the Issuer. The Seller agrees that it shall enter into a separate deed of assignment with the Seller’s Assignees for the purposes of assigning its right and entitlement to receive the Consideration Shares in favour of the Seller’s Assignees.

	3.2.2.	Subject to receipt by the Purchaser of the Software Deliverables in accordance with Clause 4.1 below, the Consideration Shares shall be issued by the Issuer to the Seller’s Assignees on the Completion Date.

	3.2.3.	The Consideration Shares shall be issued free from all Encumbrances and with full legal and beneficial title.

	3.2.4.	The Parties agree and acknowledge that issuance of the Consideration Shares by the Issuer to the Seller’s Assignees on the Completion Date shall constitute a full and final discharge of the Purchaser’s payment obligation in respect of the Purchase Consideration under this Agreement.

	4.1.1.	the Software;

	4.1.2.	the Software Documentation;

	4.1.3.	the Software Trade Secret;

	4.1.4.	the Tangible Software Assets; and

	4.1.5.	such other documents and instruments in relation to any of the aforesaid as the Purchaser may request,

	5.1.1.	it has the full power, authority and capacity to execute, deliver and lawfully perform the terms of this Agreement;

	5.1.2.	all necessary actions, conditions and things have been or will be taken, fulfilled and done (including the obtaining of any necessary consents) in order to enable it to lawfully exercise its rights and perform and comply with its obligations under this Agreement;

	5.1.3.	this Agreement will when executed constitute legally valid and binding obligations on it, enforceable in accordance with their respective terms;

	5.1.4.	the execution, delivery and performance of this Agreement will not exceed the power granted to it or violate the provisions of any Law or any order or decree of any Governmental Authority, agency or court to which it is subject to;

	5.1.5.	there are no pending or threatened actions or proceedings before any court or administrative tribunal which may materially and adversely affect its ability to discharge its obligations under this Agreement; and

	5.2.1.	it is the sole legal and beneficial owner of the Software, free and clear from any Encumbrances whatsoever, with good and marketable title;

	5.2.2.	it has not licensed or assigned any part of the Software to any third party in any part of the world;

	5.2.3.	there is no violation, infringement or misappropriation or likely violation, or misappropriation of the Software;

	5.2.4.	the exploitation of the Software will not infringe the rights (including Intellectual Property Rights) of any third party;

	5.2.5.	the Software contains nothing that is defamatory or indecent;

	5.2.6.	except for the Purchaser and certain employees of the Seller (all of whom are subject to an enforceable obligation of confidentiality), the Software Trade Secret has not been disclosed to any person, firm or company;

	5.2.7.	complete and accurate particulars of the Software are set out in the Software Specifications;

	5.2.8.	the Seller has exclusive possession and control of all source code relating to the Software and there has been no unauthorised disclosure of such source code (which will, following Completion, be in the exclusive possession or control of the Purchaser);

	5.2.9.	the Software:

	(a)	is functioning properly in accordance with all applicable specifications (including the Software Specifications);

	(b)	is not defective in any material respect and has not been defective or failed to function during the last two (2) years;

	(c)	has been developed in accordance with Good Industry Practice;

	(d)	has been operated and used substantially in accordance with the Software Documentation; and

	(e)	meets all applicable legal or regulatory requirements;

	5.2.10.	the Software Documentation includes sufficient user and technical information reduced to writing and in a commonly readable format so as to enable reasonably skilled personnel of the Purchaser to use, operate and maintain the Software without the need for reference to any other documents or further assistance from any person;

	5.2.11.	all information and documents delivered to the Purchaser and the Issuer in connection with this Agreement are true, accurate and complete in all respects;

	5.2.12.	it has disclosed fully and frankly any and all circumstances that may be reasonably deemed to have a material influence on the Purchaser’s decision to purchase the Software; and

	5.2.13.	it will not, as a consequence of entering into or performing this Agreement, be in breach of any terms binding upon it of any contract, agreement, undertaking, or arrangement with, or any obligation to, any third party.

	6.1.1.	any breach by the Seller of its obligations under this Agreement and/or the warranties given by the Seller under Clause 5 above;

	6.1.2.	any breach by the Seller of any applicable Laws; or

	6.1.3.	any claims involving fraud or misconduct involving dishonesty on the part of the Seller and/or misrepresentation which results in a breach of the warranties given by the Seller under Clause 5 above or otherwise.

7.1.	This Agreement shall come into effect from the date of this Agreement and shall, unless otherwise terminated in accordance with this Clause 7, continue in full force and effect until all the obligations of the Parties under this Agreement are fully carried out.

7.2.	This Agreement may be terminated at any time by the unanimous agreement of the Parties, subject to the condition that such agreement to terminate is made in writing and consented to by all Parties.

	11.1.1.	the disclosure or use is required by Law or any Governmental Authority;

	11.1.2.	the disclosure or use is required to vest the full benefit of this Agreement in any Party;

	11.1.3.	the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement;

	11.1.4.	the disclosure is made to professional advisors of any Party on terms that such professional advisors undertake to comply with the provisions of this Clause 11 in respect of such information as if they were a party to this Agreement;

	11.1.5.	the information becomes publicly available (other than by breach of this Agreement);

	11.1.6.	the Party whose information is to be disclosed or used has given prior written approval to the disclosure or use; or

11.2.	The Parties shall procure the observance of the abovementioned restrictions and shall take all reasonable steps to minimise the risk of disclosure of confidential information, by ensuring that only their employees and professional advisers whose duties will require them to possess any of such information shall have access thereto, and that they shall be instructed to treat the same as confidential.

11.3.	None of the Parties shall divulge to any third party any information regarding the existence or subject matter of this Agreement, or any other agreement referred to in, or executed in connection with, this Agreement, without the prior agreement of the other Parties.

11.4.	The obligations contained in this Clause 11 shall endure, even after the termination of this Agreement, without limit in point of time except and until any confidential information enters the public domain as set out above.

12.1.	All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and in English and delivered personally or sent by prepaid registered post (by air-mail if to an overseas address) with recorded delivery, or by courier or email addressed to the intended recipient thereof at its address or at its email address set out hereunder (or to such other address or email address as a Party may from time to time duly notify the other Parties). Any such notice, demand or communication shall be deemed to have been duly served (if delivered personally or given or made by email) immediately or (if given or made by registered post or courier) forty-eight (48) hours after posting or (if made or given to an overseas address) five (5) Business Days after posting, and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed as a prepaid registered letter or that the email was properly addressed and sent.

12.2.	The addresses and email addresses of the Parties for the purposes of Clause 12.1 above are:

Address	:	16-2, Jalan 3/64A, Udarama Complex, Off Jalan Ipoh, 50350 Kuala Lumpur, Malaysia

Email Address	:	jj.kong@firststartcompany.com

Attention to	:	Mr. Kong Jian Jun

Address	:	VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Malaysia

Email Address	:	cw.lee@starboxrebates.com

Attention to	:	Mr. Lee Choon Wooi

20.1.	Time shall be of the essence in this Agreement.

20.2.	No time or indulgence given by any Party to the other shall be deemed or in any way construed as a waiver of any of its rights and remedies hereunder.

	22.1.1.	such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;

	22.1.2.	the remaining provisions of this Agreement shall remain in full force and effect; and

	22.1.3.	the Parties shall use their respective best endeavours to negotiate and agree on a substitute provision which is valid and enforceable and achievable to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

23.1.	This Agreement may be executed in separate counterparts, each of whom shall together be deemed an original, but all such counterparts shall together constitute but one and the same Agreement of the Parties.

23.2.	This Agreement, may be accepted, executed or agreed to, through the use of an electronic signature, whether digital or encrypted, in accordance with the applicable Laws. Any document accepted, executed or agreed to in conformity with such Law will be binding on each party and shall have the same legal effect, validity or enforceability as if it were physically executed.

24.1.	This Agreement shall be governed by, and construed in accordance with, the Laws of Malaysia.

24.2.	The Parties irrevocably agree that the courts of Malaysia are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that, accordingly, any legal action or proceedings arising out of or in connection with this Agreement shall be brought in those courts and the Parties irrevocably submit to the jurisdiction of those courts.

No.	Description	Key Features
1.	Virtual Immersive Sky Park System Engine	●	Planning and Research
	Overview The Virtual Immersive Sky Park System Engine allows users to explore and interact with a virtual sky park environment. This virtual sky park environment includes a chat room system and interactive objects within the virtual reality environment where users could interact and join chat rooms to discuss various topics.
			-	Market research and analysis
			-	Project scope and requirements documentation
			-	In-depth analysis of business requirements and objectives
			-	Stakeholders’ identification and engagement plan
			-	Demographic analysis for emotional connection with audience
			-	Detailed tracking idealization

●	Design and Prototyping

	-	Initial design and prototyping of the system engine
	-	360-degree view and fully immersive virtual environment design
	-	User interface (UI) and user experience (UX) design
	-	Integration of interactive features for navigation
	-	Development of interactive objects (benches, kiosks, game elements)
	-	Inclusion of multimedia contents (sounds, animations, ads)
	-	Focus on intuitive interfaces and seamless user journeys
	-	Design and animation of sky park elements (trees, paths, structures)

●	Development and implementation

	-	Back-end infrastructure setup
	-	Back-end system coding and assurance of full application programming interface (API) compatibility
	-	Customization of display based on demographics including creating and implementing different advertisement version
	-	Interactive feature implementation
	-	Assessment of the existing infrastructure for enhancement and integration
	-	Cross-platform compatibility assurance

●	Testing

	-	Unit testing, integration testing, and system testing
	-	API and load testing
	-	User acceptance testing (UAT)
	-	Bug fixing and performance optimization

●	Launching and Deployment

	-	Launch plan and marketing strategy
	-	Platform deployment
	-	User training and support
	-	Back end support assistance

●	Post-Launch & Maintenance

	-	Feedback collection and analysis
	-	Regular updates and new feature releases
	-	Ongoing technical support and maintenance
	-	System maintenance and server upkeep

(1)	FIRST START COMPANY LIMITED (Registration No. 236447), a company incorporated in Seychelles with its registered address at Oliaji Trade Centre – 1st Floor, Victoria, Mahe, Seychelles (the “Assignor”); and

(2)	THE PERSONS NAMED IN SCHEDULE 1 OF THIS DEED (the “Assignees”),

(A)	By way of a software purchase agreement dated August 26, 2024 (“Software Purchase Agreement”) entered into between the Assignor, Irace Technology Limited (Registration No. 2131768) (“Purchaser”) and Starbox Group Holdings Ltd. (Registration No. 381005) (“Issuer”), the Assignor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase the Software (as defined in the Software Purchase Agreement) from the Purchaser at the purchase consideration of United States Dollar Nine Million Six Hundred Thousand (USD 9,600,000.00) (“Purchase Consideration”).

(B)	Pursuant to the Software Purchase Agreement, the Assignor and the Purchaser have agreed that the Purchase Consideration shall be satisfied by way of allotment and issuance to the Assignor of 60,000,000 new Class A ordinary shares of the Issuer at the issue price of USD0.16 per Class A ordinary share (“Consideration Shares”), the total value of which is equivalent to the Purchase Consideration.

(C)	In consideration of the mutual covenants contained in this Deed, the Assignor is desirous of assigning its right and entitlement to receive the Consideration Shares in favour of the Assignees upon the terms and subject to conditions of this Deed.

1.	INTERPRETATION AND DEFINITIONS

1.1.	In this Deed, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings respectively ascribed to them:

	1.2.1.	any reference to a statute or statutory provision is a reference to it as it is in force from time to time, taking account of any change, extension, consolidation or re-enactment and includes any subordinate legislation for the time being in force made under it;

	1.2.2.	any and all headings contained in this Deed are for convenience only and do not affect the interpretation of any provision of this Deed;

	1.2.3.	references to any gender shall include the other genders and references to the singular shall include the plural and vice versa and references to natural persons shall include bodies corporate and vice versa;

	1.2.4.	any reference to a person which for the purposes of this Deed means any individual, corporation, partnership, association, limited liability company, trust, Governmental Authority or body or other entity or organisation (whether or not having a separate legal personality) shall include its successors in title;

	1.2.5.	all obligations and liabilities on the part of the Parties are (unless expressly stated otherwise) several and shall be construed accordingly;

	1.2.6.	any reference to “day”, “week”, “month” or “year” is a reference to a day, week, month or year respectively in the Gregorian calendar;

	1.2.7.	any phrase introduced by the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

	1.2.8.	references to “writing”, or cognate expressions, include any communication effected electronically, by telex, cable, facsimile transmission or other comparable means of communication;

	1.2.9.	any reference to this Deed shall be construed as references to such documents as the same may be amended, restated or replaced from time to time; and

	1.2.10.	references to this Deed include any Recitals and Appendix to it and references to Clauses, Recitals and Appendix are to the clauses, recitals and appendix to this Deed.