Starbox : Purchase Agreement - Form 6-K

On September 1, 2023, Starbox Group Holdings Ltd., a Cayman Islands company (the "Company"), completed a share issuance (the "Share Issuance") and closed the acquisition of 51% of the issued share capital in One Eighty Holdings Ltd ("One Eighty"), a Cayman Islands company, pursuant to a certain share purchase agreement (the "Share Purchase Agreement"), dated June 26, 2023, with its wholly owned subsidiary, Starbox Global Ltd., a British Virgin Islands company, and five shareholders of One Eighty (the "One Eighty Shareholders"), with respect to One Eighty. The Company issued an aggregate of 8,755,000 ordinary shares, par value US$0.001125 per share, with an aggregate value of $26,265,000 as consideration for certain ordinary shares of One Eighty.

The ordinary shares in the Share Issuance were issued in reliance on Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended, and the One Eighty Shareholders represented that they were not residents of the United States or "U.S. persons" as defined in Rule 902(k) of Regulation S and were not acquiring the ordinary shares for the account or benefit of any U.S. person.

The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is filed as Exhibit 10.1 to the Company's Form 6-K dated as of June 26, 2023.