UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of September 2025
Commission
File Number: 001-41480
Starbox
Group Holdings Ltd.
VO2-03-07,
Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100
Kuala
Lumpur, Malaysia
(Address
of 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:
Termination
of a Material Definitive Agreement
As
previously disclosed, on October 5, 2023, Starbox Group Holdings Ltd., a Cayman Islands exempted company (the “Company”),
entered into a sales agreement (the “Sales Agreement”) with A.G.P/Alliance Global Partners (“A.G.P.” or the “Sales
Agent”), to create an at-the-market equity program pursuant to which the Company may offer and sell, from time to time, through
or to the Sales Agent, the Company’s ordinary shares, which were redesignated as Class A ordinary shares after the Company’s
share redesignation in June 2024 (the “ordinary shares”), having an aggregate gross offering price of up to $30 million.
The ordinary shares are offered under the Company’s registration statement on Form F-3 (File No. 333-274484), initially filed with
the U.S. Securities and Exchange Commission on September 12, 2023, and declared effective on September 28, 2023 (the “Registration
Statement”), and pursuant to a prospectus supplement to the Registration Statement filed with the U.S. Securities and Exchange
Commission on October 5, 2023.
Pursuant
to Section 11(b) of the Sales Agreement, on August 19, 2025, the Company sent a notice of agreement termination (the “Termination
Notice”) to the Sales Agent, terminating the Sales Agreement and all related agreements contemplated thereunder. Effective on August
22, 2025, the Sales Agreements became null and void and of no further force and effect. Immediately prior to the termination of the Sales
Agreement, the Company had issued 119,984 ordinary shares (without taking into account the effect of the reverse splits in October 2024,
March 2025, and April 2025) under the at-the-market equity program with net proceeds of $119,388.
SIGNATURE
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: September 3, 2025 |
By: |
/s/
Chong Yip Loong |
|
Name: |
Chong
Yip Loong |
|
Title: |
Chief
Executive Officer |