Starbox Group Holdings Ltd. entered into certain subscription agreements with four investors for 9,000,000 common shares at a price of $1.40 per share for gross proceeds of $12.60 million on October 26, 2022. The shares were issued in reliance on Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended, and the subscribers 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 company paid $126,000 as non-accountable expense allowance.