Starbox Group Holdings Ltd 6-K, filed Oct 5, 2023

Starbox Group Holdings Ltd. (STBXF)

6-K 2023-10-05 For: 2023-10-05

View Original

Added on April 06, 2026

About this 6-K

Starbox Group Holdings Ltd filed this 6-K on October 5, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Exhibit No.		Description
5.1		Legal Opinion of Mourant Ozannes (Cayman) LLP
10.1		Sales Agreement by and between Starbox Group Holdings Ltd. and A.G.P/Alliance Global Partners

	Starbox Group Holdings Ltd.

Date: October 5, 2023	By:	/s/ Lee Choon Wooi
	Name:	Lee Choon Wooi
	Title:	Chief Executive Officer

(a)	the Company’s registration statement on Form F-3 (File No. 333-274484) filed with the U.S. Securities and Exchange Commission (the Commission) on 12 September 2023 and declared effective by the Commission on 28 September 2023 (the Registration Statement);

(b)	the Company’s prospectus included in the Registration Statement dated 28 September 2023 (the Base Prospectus), as supplemented from time to time and as most recently supplemented pursuant to a prospectus supplement filed pursuant to Rule 424(b) and dated 5 October 2023, relating to the Offering of the Shares pursuant to the Sales Agreement (defined below) (the Supplement, and together with the Base Prospectus, the Prospectus);

(c)	the certificate of incorporation of the Company dated 13 September 2021;

(d)	the amended and restated memorandum and articles of association of the Company (the M&A) adopted by a special resolution dated 8 June 2022;

(e)	the Company’s register of directors and officers that was provided to us by the Company on 6 September 2023 (together with the M&A, the Company Records);

(f)	the at the market offering agreement dated 5 October 2023 between the Company and A.G.P./Alliance Global Partners (the Sales Agreement);

(g)	written resolutions of the board of directors of the Company passed on 12 September 2023 approving the offering of securities and the lodgment of the Registration Statement and resolutions of the board of directors of the Company passed on 4 October 2023 approving the Offering of the Shares and the lodgment of the Supplement (the Resolutions); and

(h)	a certificate of good standing dated 29 September 2023, issued by the Registrar of Companies (the Registrar) in the Cayman Islands (the Certificate of Good Standing).

2.1	all original documents examined by us are authentic and complete;

2.2	copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;

2.3	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;

2.4	the accuracy and completeness of all factual representations made in the documents reviewed by us;

2.5	the genuineness of all signatures and seals;

2.6	the Resolutions are in full force and effect and have not been amended, revoked or superseded;

2.7	there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below;

2.8	the directors of the Company have not exceeded any applicable allotment authority conferred on the directors by the shareholders;

2.9	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, the Prospectus or the Sales Agreement in accordance with the M&A;

2.10	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, the Prospectus or the Sales Agreement and no steps have been taken, or resolutions passed, to wind up the Company or appoint a receiver in respect of the Company or any of its assets;

2.11	the Company Records were, when reviewed by us, and remain at the date of this opinion letter, accurate and complete;

2.12	the Certificate of Good Standing is accurate and complete as at the date of this opinion letter;

2.13	each of the parties to the Sales Agreement other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. Any individuals who are parties to the Sales Agreement, or who sign or have signed documents or give information on which we rely, have the legal capacity under all relevant laws (including the laws of the Cayman Islands) to enter into and perform their obligations under the Sales Agreement, sign such documents and give such information;

2.14	the Sales Agreement has been, or will be, authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than, as a matter of the laws of the Cayman Islands, the Company) in accordance with all relevant laws;

2.15	the choice of the governing law of the Sales Agreement has, or will have, been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the relevant jurisdiction and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of that jurisdiction and all other relevant laws (other than the laws of the Cayman Islands);

2.16	the terms of the Shares, the issuance and sale thereof by the Company, and the Company’s incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the memorandum and articles of association of the Company then in effect nor any applicable law, regulation, order or decree in the Cayman Islands;

2.17	none of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence:

	(a)	the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and

	(b)	neither the execution or delivery of the Sales Agreement nor the exercise by any party to the Sales Agreement of its rights or the performance of its obligations under them contravene those laws or public policies.

	(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.

	(a)	as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion letter, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Registration Statement, Prospectus and the Sales Agreement to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

	(b)	except to the extent that this opinion letter expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the Prospectus or the Sales Agreement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement, the Prospectus, the Sales Agreement and any other agreements into which the Company may have entered or any other documents; or

	(c)	as to whether the acceptance, execution or performance of the Company’s obligations under the Sales Agreement will result in the breach of or infringe any other agreement, deed or document (other than the M&A) entered into by or binding on the Company.

4.2	Under the Companies Act, annual returns in respect of the Company must be filed with the Registrar of Companies in the Cayman Islands, together with the payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Registrar of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

4.3	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 letter or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.

4.4	We have made no enquiries into the Company’s good standing with respect to any filing or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

4.5	In this opinion letter the phrase non-assessable means, with respect to Shares, 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).

	Attention:	M. Ali Panjwani, Esq.
	Email:	ali.panjwani@pryorcashman.com

Very truly yours,

STARBOX GROUP HOLDINGS LTD.

By:	/s/ Lee Choon Wooi
Name:	Lee Choon Wooi
Title:	Chief Executive Officer

ACCEPTED as of the date first-above written:

A.G.P./ALLIANCE GLOBAL PARTNERS

By:	/s/ Thomas Higgins
Name:	Thomas Higgins
Title:	Managing Director

From:	Starbox Group Holdings Ltd.
To:	A.G.P./Alliance Global Partners
Attention:	[●]
Subject:	Placement Notice
Date:	[●], 202[●]

	(i)	the representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Change, are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and

	(ii)	the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof;

	(iii)	as of the date hereof, (A) the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (B) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (C) no event has occurred as a result of which it is necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein not untrue or misleading for clauses (A) and (B) above, respectively, to be true and correct;

	(iv)	there has been no Material Adverse Change since the date as of which information is given in the Prospectus, as amended or supplemented;

	(v)	the Company does not possess any material non-public information; and

	(vi)	the aggregate offering price of the Placement Shares that may be issued and sold pursuant to the Sales Agreement and the maximum number or amount of Placement Shares that may be sold pursuant to the Sales Agreement have been duly authorized by the Company’s board of directors or a duly authorized committee thereof.