DRS/A

Confidential Draft No. 2 as confidentially submitted to the U.S. Securities and Exchange Commission on May 18, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-[●]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Starbox Group Holdings Ltd.

(Exact name of registrant as specified in its charter)

Cayman Islands	7310	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100

Kuala Lumpur, Malaysia

+603 2781 9066

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

[●]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Ying Li, Esq. Lisa Forcht, Esq. Hunter Taubman Fischer & Li LLC
48 Wall Street, Suite 1100
New York, NY 10005
212-530-2206 Lawrence Venick, Esq. Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Place Central, Hong Kong SAR 852-3923-1111

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED [●], 2022

[●] Ordinary Shares

Starbox Group Holdings Ltd.

This is an initial public offering of our ordinary shares, par value $0.0001 (“Ordinary Shares”). Prior to this offering, there has been no public market for our Ordinary Shares. We expect the initial public offering price of our Ordinary Shares to be in the range of $[●] to $[●] per share.

We have reserved the symbol “[●]” for purposes of listing our Ordinary Shares on the Nasdaq Capital Market and have applied to list our Ordinary Shares on the Nasdaq Capital Market. It is a condition to the closing of this offering that our Ordinary Shares qualify for listing on a national securities exchange.

Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 8 to read about factors you should consider before buying our Ordinary Shares.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 5 of this prospectus for more information.

	Per Share	Total Without Over-Allotment Option	Total With Over-Allotment Option
Initial public offering price	$	$	$
Underwriters’ discounts(1)	$	$	$
Proceeds to our company before expenses(2)	$	$	$

(1)

Represents underwriting discounts equal to 7% per Ordinary Share.

(2)

In addition to the underwriting discounts listed above, we have agreed to issue, upon closing of this offering, warrants to Network 1 Financial Securities, Inc., as representative of the several underwriters (the “Representative”), exercisable beginning from six months after the date of issuance and for a five-year period after the date of commencement of sales of Ordinary Shares in this offering, entitling the representative to purchase 7% of the total number of Ordinary Shares sold in this offering (including any Ordinary Shares sold as a result of the exercise of the underwriters’ over-allotment option) at a per share price equal to 140% of the public offering price (the “Representative’s Warrants”). The registration statement of which this prospectus is a part also covers the Representative’s Warrants and the Ordinary Shares issuable upon the exercise thereof. See “Underwriting” for additional information regarding total underwriter compensation.

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Ordinary Shares if any such Ordinary Shares are taken. The underwriters expect to deliver the Ordinary Shares against payment in U.S. dollars in New York, New York on or about [●], 2022.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated [●], 2022

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	8
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	28
ENFORCEABILITY OF CIVIL LIABILITIES	29
USE OF PROCEEDS	30
DIVIDEND POLICY	31
EXCHANGE RATE INFORMATION	32
CAPITALIZATION	33
DILUTION	34
CORPORATE HISTORY AND STRUCTURE	35
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
INDUSTRY	53
BUSINESS	60
REGULATIONS	76
MANAGEMENT	81
PRINCIPAL SHAREHOLDERS	86
RELATED PARTY TRANSACTIONS	88
DESCRIPTION OF SHARE CAPITAL	89
SHARES ELIGIBLE FOR FUTURE SALE	106
MATERIAL INCOME TAX CONSIDERATION	108
UNDERWRITING	116
EXPENSES RELATING TO THIS OFFERING	123
LEGAL MATTERS	123
EXPERTS	123
WHERE YOU CAN FIND ADDITIONAL INFORMATION	123
INDEX TO FINANCIAL STATEMENTS	F-1

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About this Prospectus

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Ordinary Shares is made to the public in the Cayman Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

● “GETBATS website and mobile app” are to the GETBATS cash rebate website (www.getbats.com) and the GETBATS app operated by StarboxGB (defined below);

● “Members” are to retail shoppers that have registered as a member on the GETBATS website and mobile app;

● “Merchants” are to retail merchants (both online and offline) that have registered as a merchant on the GETBATS website and mobile app;

● “MYR” are to the Malaysian ringgit, the legal currency of Malaysia;

● “Nasdaq” are to the Nasdaq Stock Market LLC;

● “Ordinary Shares” are to ordinary shares of Starbox Group (defined below), par value $0.0001 per share;

● “Preferred Shares” are to preferred shares of Starbox Group, par value $0.0001 per share;

● “SEC” are to the U.S. Securities and Exchange Commission;

● “SEEBATS website and mobile app” are to the SEEBATS video streaming website (www.seebats.com) and the SEEBATS app operated by StarboxSB (defined below);

● “Starbox Berhad” are to Starbox Holdings Berhad, a company limited by shares incorporated under the laws of Malaysia and a wholly owned subsidiary of Starbox Group;

● “StarboxGB” are to Starbox Rebates Sdn. Bhd., a company limited by shares incorporated under the laws of Malaysia, which is a wholly owned subsidiary of Starbox Berhad;

● “Starbox Group” are to Starbox Group Holdings Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands;

● “StarboxPB” are to Paybats Sdn. Bhd., a company limited by shares incorporated under the laws of Malaysia, which is a wholly owned subsidiary of Starbox Berhad;

● “StarboxSB” are to StarboxTV Sdn. Bhd., a company limited by shares incorporated under the laws of Malaysia, which is a wholly owned subsidiary of Starbox Berhad;

● “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States; and

● “we,” “us,” “our,” “our Company,” or the “Company” are to one or more of Starbox Group and its subsidiaries, as the case may be.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Starbox Berhad is a Malaysian holding company. Our business is conducted by our subsidiaries, StarboxPB, StarboxGB, and StarboxSB in Malaysia using MYR. Our consolidated financial statements are presented in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in U.S. dollars. These dollar references are based on the exchange rate of MYR to U.S. dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Ordinary Shares, discussed under “Risk Factors,” before deciding whether to buy our Ordinary Shares.

Overview

We are building a cash rebate, digital advertising, and payment solution business ecosystem targeting micro, small, and medium enterprises that lack the bandwidth to develop an in-house data management system for effective marketing. Through our subsidiaries in Malaysia, we connect retail merchants with retail shoppers to facilitate transactions through cash rebates offered by retail merchants, provide digital advertising services to advertisers, and provide payment solution services to merchants. Substantially all of our current operations are located in Malaysia.

Our cash rebate business is the foundation of the business ecosystem we are building. We have cooperated with retail merchants, which have registered on the GETBATS website and mobile app as “Merchants,” to offer cash rebates on their products or services, which have attracted retail shoppers to register on the GETBATS website and mobile app as “Members” in order to earn cash rebates for shopping online and offline. As the number of Members grows and sales of the existing Merchants increase, more retail merchants are willing to cooperate with us. As of September 30, 2021 and 2020, the GETBATS website and mobile app had 514,167 and 66,580 Members, respectively, and 723 and 478 Merchants, respectively. During the fiscal years ended September 30, 2021 and 2020, we facilitated 295,393 and 1,759 transactions through the GETBATS website and mobile app, respectively. We generate revenue by keeping an agreed-upon portion of the cash rebates offered by Merchants through the GETBATS website and mobile app.

Making use of the vast Member and Merchant data we have collected from the GETBATS website and mobile app, we help advertisers design, optimize, and distribute advertisements through online and digital channels. We primarily distribute advertisements through (i) our SEEBATS website and mobile app, on which viewers can watch movies and television series for free through over-the-top (“OTT”) streaming, which is a means of providing television and film content over the Internet at the request and to suit the requirements of the individual consumer, (ii) our GETBATS website and mobile app to its Members, and (iii) social media, mainly consisting of accounts of influencers and bloggers. During the fiscal years ended September 30, 2021 and 2020, we served 25 and two advertisers, respectively. We generate revenue through service fees charged to the advertisers.

To diversify our revenue sources and supplement our cash rebates and digital advertising service businesses, we started to provide payment solution services to merchants in May 2021 by referring them to VE Services Sdn Bhd, a Malaysian Internet payment gateway company and a related-party entity controlled by one of our beneficial shareholders (“VE Services”). Pursuant to an appointment letter dated October 1, 2020 with VE Services (the “Appointment Letter”), we serve as its independent merchant recruitment and onboarding agent and refer merchants to VE Services for payment processing. We referred 11 merchants to VE Services during the fiscal year ended September 30, 2021. We generate insignificant revenue through commissions from VE Services for our referrals and such revenue has been reported as revenue from a related party in our consolidated financial statements.

For the fiscal years ended September 30, 2021 and 2020, we had total revenue of $3,166,228 and $153,863, respectively, and net income of $1,447,650 and a net loss of $205,154, respectively. Revenue derived from digital advertising services accounted for approximately 99.75% and 99.53% of our total revenue for those fiscal years, respectively. Revenue derived from cash rebate services accounted for approximately 0.20% and 0.47% of our total revenue for those fiscal years, respectively. Revenue derived from payment solution services accounted for approximately 0.05% and 0.00% of our total revenue for those fiscal years, respectively.

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Competitive Strengths

We believe that the following competitive strengths have contributed to our success and differentiated us from our competitors:

● business ecosystem comprising cash rebate, digital advertising, and payment solution services;

● capability of providing targeted digital advertising services by leveraging our business data analysis technology;

● solid advertiser base spanning a wide range of industries; and

● visionary and experienced management team with strong technical and operational expertise.

Growth Strategies

We intend to develop our business and strengthen brand loyalty by implementing the following strategies:

● further expand our business scale and secure new advertisers;

● further grow our Merchant and Member bases on the GETBATS website and mobile app;

● continue to invest in and develop technologies relating to data analysis; and

● expand our cash rebate and digital advertising services internationally.

Summary of Risk Factors

Investing in our Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.”

Risks Related to Our Business and Industry

Risks and uncertainties related to our business include, but are not limited to, the following:

● if advertisers stop purchasing digital advertising services from us or decrease the amount they are willing to spend on marketing campaigns and promotional activities, or if we are unable to establish and maintain new relationships with advertisers, our business, financial condition, and results of operations could be materially adversely affected (see page 8 of this prospectus);

● if we fail to retain and expand our Merchant and Member bases, our revenue and business will be harmed (see page 8 of this prospectus);

● our limited operating history in rapidly evolving industries makes it difficult to accurately forecast our future operating results and evaluate our business prospects (see page 9 of this prospectus);

● we have significantly unstable operating revenue, anticipate increases in our operating expenses in the future, and may not achieve or sustain profitability on a consistent basis. If we cannot achieve and sustain profitability, our business, financial condition, and operating results may be adversely affected (see page 10 of this prospectus);

● the markets in which we operate are highly competitive, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance (see page 10 of this prospectus);

● our major clients generate a significant portion of our revenue. Any interruption in operations in such major clients may have an adverse effect on our business, financial condition, and results of operations (see page 11 of this prospectus);

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● we have licensed all of the movies and television series on our SEEBATS website and mobile app from a third-party content provider. Any interruption in the operations of the content provider or our licensing partnership may have an adverse effect on our business, financial condition, and results of operations (see page 11 of this prospectus);

● our payment solution service business relies on our cooperation with VE Services. Any interruption in the operations of VE Services or its cooperation with us may have an adverse effect on our business, financial condition, and results of operations (see page 11 of this prospectus);

● if we fail to improve our services to keep up with the rapidly changing demands, preferences, advertising trends, or technologies in the digital advertising industry, our revenue and growth could be adversely affected (see page 12 of this prospectus);

● our failure to anticipate or successfully implement new technologies could render our technologies or advertising services unattractive or obsolete and reduce our revenue and market share (see page 12 of this prospectus);

● if we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our advertisers (see page 13 of this prospectus);

● the ongoing effects of the COVID-19 pandemic in Malaysia may have a material adverse effect on our business (see page 14 of this prospectus);

● our business is geographically concentrated, which subjects us to greater risks from changes in local or regional conditions (see page 15 of this prospectus);

● we may be unsuccessful in expanding and operating our business internationally, which could adversely affect our results of operations (see page 15 of this prospectus);

● any negative publicity about us, our services, and our management may materially and adversely affect our reputation and business (see page 16 of this prospectus); and

● if we sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could be subject to increased costs, liabilities, reputational harm, or other negative consequences (see page 17 of this prospectus).

Risks Relating to this Offering and the Trading Market

In addition to the risks described above, we are subject to general risks and uncertainties relating to this offering and the trading market, including, but not limited to, the following:

● there has been no public market for our Ordinary Shares prior to this offering, and you may not be able to resell our Ordinary Shares at or above the price you pay for them, or at all (see page 20 of this prospectus);

● we do not intend to pay dividends for the foreseeable future (see page 22 of this prospectus);

● because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer (see page 24 of this prospectus); and

● we are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this will make it more difficult to compare our performance with other public companies (see page 25 of this prospectus).

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Corporate Information

Our principal executive offices are located at VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Malaysia, and our phone number is +603 2781 9066. Our registered office in the Cayman Islands is located at the offices of Gold-In (Cayman) Co., Ltd., whose physical address is Suite 102, Cannon Place, North Sound Rd., George Town, Grand Cayman, Cayman Islands with postal address P.O. Box 712, Grand Cayman, KY1-9006, Cayman Islands, and the phone number of our registered office is +886-2-55820008. We maintain a corporate website at https://www.starboxholdings.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Our agent for service of process in the United States is [●].

Corporate Structure

We are a Cayman Islands exempted company limited by shares incorporated on September 13, 2021. Exempted companies are Cayman Island companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act (as amended) of the Cayman Islands (the “Cayman Companies Act”).

The following diagram illustrates our corporate structure upon completion of our initial public offering (“IPO”) based on a proposed number of [●] Ordinary Shares being offered, assuming no exercise of the underwriters’ over-allotment option. For more details on our corporate history, please refer to “Corporate History and Structure.”

(1)	Represents 141,750,000 Ordinary Shares indirectly held by Choo Teck Hong, the 100% beneficial owner of ZYZ Group Holdings Limited, as of the date of this prospectus.
(2)	Represents 40,500,000 Ordinary Shares indirectly held by Zhang Yong, the 100% beneficial owner of ZY Sales & Distribution Sdn. Bhd., as of the date of this prospectus.
(3)	Represents 40,500,000 Ordinary Shares indirectly held by Liu Jun, the 100% beneficial owner of Liu Marketing (M) Sdn. Bhd., as of the date of this prospectus.
(4)	Represents 40,500,000 Ordinary Shares indirectly held by Chen Han-Chen, the 100% beneficial owner of EVL Corporation Limited, as of the date of this prospectus.
(5)	Represents 40,500,000 Ordinary Shares indirectly held by Wang Jian Guo, the 100% beneficial owner of WJG Group Holding Ltd., as of the date of this prospectus.
(6)	Represents 40,500,000 Ordinary Shares indirectly held by Chen Chao, the 100% beneficial owner of CC Growth Edge Sdn. Bhd., as of the date of this prospectus.
(7)	Represents an aggregate of 96,750,000 Ordinary Shares held by seven shareholders, each one of which holds less than 5% of our Ordinary Shares, as of the date of this prospectus.

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Impact of the COVID-19 Pandemic on Our Operations and Financial Performance

The COVID-19 pandemic has adversely affected our business operations. Specifically, significant governmental measures implemented by the Malaysian government, including various stages of lockdowns, closures, quarantines, and travel bans, led to the store closure of some of our offline Merchants. As a result, our cash rebate service business was negatively affected to a certain extent, because the number of offline sales transactions between retail shoppers and retail merchants facilitated by us did not grow as much as we expected, leading to a lower amount of cash rebate service revenue than we expected during the fiscal years ended September 30, 2021 and 2020. However, our digital advertising service revenue was not significantly affected by the COVID-19 pandemic, because more people have opted to use various online services since the beginning of the COVID-19 pandemic. As more advertisers used our digital advertising services through our websites and mobile apps and third-party social media channels to target their audiences, our revenue from digital advertising services increased significantly from fiscal year 2020 to fiscal year 2021. However, any resurgence of the COVID-19 pandemic could negatively affect the execution of customer contracts and the collection of customer payments. The extent of any future impact of the COVID-19 pandemic on our business is still highly uncertain and cannot be predicted as of the date of this prospectus. Any potential impact to our operating results will depend, to a large extent, on future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities to contain the spread of the COVID-19 pandemic, almost all of which are beyond our control.

See “Risk Factors—Risks Related to Our Business and Industry—The ongoing effects of the COVID-19 pandemic in Malaysia may have a material adverse effect on our business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19 Pandemic Affecting Our Results of Operations.”

Implications of Our Being an “Emerging Growth Company”

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

● may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

● are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

● are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

● are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency,” and “say-on-golden-parachute” votes);

● are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;

● are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

● will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of our initial public offering.

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We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”) occurred, if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our Ordinary Shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Foreign Private Issuer Status

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

● we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

● for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

● we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

● we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

● we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and

● we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

The Nasdaq listing rules provide that a foreign private issuer may follow the practices of its home country, which for us is the Cayman Islands, rather than the Nasdaq rules as to certain corporate governance requirements, including the requirement that the issuer have a majority of independent directors, the audit committee, compensation committee, and nominating and corporate governance committee requirements, the requirement to disclose third-party director and nominee compensation, and the requirement to distribute annual and interim reports. A foreign private issuer that follows a home country practice in lieu of one or more of the listing rules is required to disclose in its annual reports filed with the SEC each requirement that it does not follow and describe the home country practice followed by the issuer in lieu of such requirements. Although we do not currently intend to take advantage of these exceptions to the Nasdaq corporate governance rules, we may in the future take advantage of one or more of these exemptions. See “Risk Factors—Risks Relating to this Offering and the Trading Market—Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.”

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THE OFFERING

Securities offered by us	[●] Ordinary Shares
Over-allotment option	We have granted the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an aggregate of [●] additional Ordinary Shares at the initial public offering price, less underwriting discounts.
Price per Ordinary Share	We currently estimate that the initial public offering price will be in the range of $[●] to $[●] per Ordinary Share.
Ordinary Shares outstanding prior to completion of this offering	450,000,000 Ordinary Shares See “Description of Share Capital” for more information.
Ordinary Shares outstanding immediately after this offering	[●] Ordinary Shares assuming no exercise of the underwriters’ over-allotment option and excluding [●] Ordinary Shares underlying the Representative’s Warrants [●] Ordinary Shares assuming full exercise of the underwriters’ over-allotment option and excluding [●] Ordinary Shares underlying the Representative’s Warrants
Listing	We have applied to have our Ordinary Shares listed on the Nasdaq Capital Market.
Proposed Ticker symbol	“[●]”
Transfer Agent	Transhare Corporation
Use of proceeds	We intend to use the proceeds from this offering to expand our business into other countries in Southeast Asia, upgrade our software and system, and promote our brands in Malaysia. See “Use of Proceeds” on page 30 for more information.
Lock-up	All of our directors and officers have agreed, subject to certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of our Ordinary Shares or securities convertible into or exercisable or exchangeable for our Ordinary Shares for a period of 180 days after the date of this prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.
Risk factors	The Ordinary Shares offered hereby involve a high degree of risk. You should read “Risk Factors” beginning on page 8 for a discussion of factors to consider before deciding to invest in our Ordinary Shares.

7

RISK FACTORS

An investment in our Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

If advertisers stop purchasing digital advertising services from us or decrease the amount they are willing to spend on marketing campaigns and promotional activities, or if we are unable to establish and maintain new relationships with advertisers, our business, financial condition, and results of operations could be materially adversely affected.

A substantial majority of our revenue is derived from providing digital advertising services to retail merchant advertisers. Our digital advertising services are designed to help advertisers drive consumer demand, increase sales, and achieve operating efficiencies. Thus, our relationships with advertisers primarily depend on our ability to deliver quality advertising services at attractive volumes and prices. If advertisers are dissatisfied with the effectiveness of the advertising campaigns run through us, they may stop purchasing our digital advertising services or decrease the amount they are willing to spend on marketing campaigns and promotional activities. Our agreements with advertisers are largely short-term agreements, and advertisers may cease purchasing our digital advertising services at any time with no prior notice.

In addition to the quality of our digital advertising services, the willingness of retail merchant advertisers to spend their digital advertising budget through us, which is critical to our business and our ability to generate our revenue, can be influenced by a variety of factors, including:

● macro-economic and social factors: domestic, regional, and global social, economic, and political conditions; economic and geopolitical challenges; and economic, monetary, and fiscal policies (such as concerns over a severe or prolonged slowdown in Malaysia’s economy and threats of political unrest);

● industry-related factors: the trends, preferences, and habits of audiences towards digital advertising and the development of varying forms of digital advertising and content; and

● advertiser-specific factors: an advertiser’s specific development strategies, business performance, financial condition, and sales and marketing plans.

In view of the above, we cannot ensure you that our advertisers will continue to purchase our services or that we will be able to replace, in a timely and effective manner, departing advertisers with potential new and quality advertisers. Neither can we guarantee the amount of digital advertising services our advertisers will purchase from us, or that we will be able to attract new advertisers or increase the amount of revenue we earn from advertisers over time. If we are unable to maintain existing relationships with our advertisers or continue to expand our advertiser base, the demand for our advertising services will not grow and may even decrease, which could materially and adversely affect our revenue and profitability.

If we fail to retain and expand our Merchant and Member bases, our revenue and business will be harmed.

Our revenue is derived largely from the digital advertising services we provided primarily on our websites and mobile apps. The effectiveness of our digital advertising services, in turn, depends on (i) a large repository of Merchant and Member data we have been collecting from the GETBATS website and mobile app, which enables more precise and targeted marketing by leveraging our business data analysis technology; and (ii) the Internet traffic on our GETBATS website and mobile app and SEEBATS website and mobile app, where we place our advertisements, which largely decides the number of audiences who may view our advertisements. As such, maintaining and timely updating our composite database of Merchants and Members, and maintaining sufficiently high website traffic on the GETBATS website and mobile app and the SEEBATS website and mobile app are both vital to our business operations.

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We must continue to retain and acquire Members on the GETBATS website and mobile app that purchase products or services through cash rebates offered by our Merchants, in order to maintain both the Internet traffic on the website and mobile app and our composite database for direct marketing. If our Members do not perceive the cash rebates offered through the GETBATS website and mobile app to be attractive or if we fail to introduce new and more relevant deals, we may not be able to retain or acquire Members at levels necessary to grow our business, which may not only affect the quality of our digital advertising services, but also comprise the number of audiences who may view our advertisements. This, in turn, may adversely affect the effectiveness of our digital advertising services, reduce our revenue from sales of digital advertising services, and thereby result in a material adverse impact on our financial performance and business prospects.

Moreover, we depend on our ability to attract and retain Merchants that are prepared to offer products or services with compelling cash rebates through our website and mobile app and provide our Members with a great experience. Our GETBATS website and mobile app currently feature cash rebates from retail merchants (both online and offline) in over 20 industries, such as automotive, beauty and health, books and media, electronics, fashion, food and beverages, groceries and pets, home and living, and sports and entertainment. After a merchant fills out an application form and agrees with our Merchant terms and conditions and the rate of blanket cash rebates, it becomes an authorized GETBATS Merchant and remains one indefinitely, unless the status is terminated by us or the Merchant by notice in writing. During the fiscal years ended September 30, 2021 and 2020, the GETBATS website and mobile app had 723 and 478 Merchants, respectively, and had total transaction amount of $2,501,913 and $74,867, respectively. For more details, see “Business—Cash Rebates—The Merchants.” If we are unsuccessful in our efforts to introduce services to Merchants as part of our cash rebates operating system, we will not experience a corresponding growth in our Merchant pool that is sufficient to offset the cost of these initiatives. We must continue to attract and retain Merchants to maintain our business ecosystem, where we leverage business data analysis technology to provide more precise and targeted advertisements based on our composite database of Merchants and Members on our website and mobile app. If new merchants do not find our marketing and promotional services effective, or if existing Merchants do not believe that utilizing our services provides them with a long-term increase in customers, revenue, or profits, they may stop making offers through our website and mobile app. In addition, we may experience attrition in our Merchants in the ordinary course of business, resulting from several factors, including losses to competitors and Merchant closures or bankruptcies. If we are unable to attract new merchants or if too many Merchants are unwilling to offer products or services with compelling cash rebates through our website and mobile app, we may not be able to retain or acquire Merchants in sufficient numbers to maintain our business ecosystem that relies both on our composite database of consumer spending behaviors and our website traffic. As a result, our business, financial condition, and results of operations may be adversely affected.

Our limited operating history in rapidly evolving industries makes it difficult to accurately forecast our future operating results and evaluate our business prospects.

As we launched our cash rebates and digital advertising services business in 2019, we only have a limited operating history. Members of our management team have been working together only for a short period of time and are still in the running-in period. They may still be in the process of exploring approaches to running our Company and reaching consensus among themselves, which may affect the efficiency and results of our operation. Due to our limited operating history, our historical growth rate may not be indicative of our future performance. Our future performance may be more susceptible to certain risks than a company with a longer operating history in a different industry. Many of the factors discussed below could adversely affect our business and prospects and future performance, including:

● our ability to maintain, expand, and further develop our relationships with advertisers to meet their increasing demand;

● our ability to introduce and manage the development of new digital advertising services;

● the continued growth and development of the cash rebates industry and the digital advertising industry;

● our ability to keep up with the technological developments or new business models of the rapidly evolving cash rebates industry and digital advertising industry;

● our ability to attract and retain qualified and skilled employees;

● our ability to effectively manage our growth; and

● our ability to compete effectively with our competitors in the cash rebates industry and the digital advertising industry.

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We may not be successful in addressing the risks and uncertainties listed above, among others, which may materially and adversely affect our business, results of operations, financial condition, and future prospects.

We have significantly unstable operating revenue, anticipate increases in our operating expenses in the future, and may not achieve or sustain profitability on a consistent basis. If we cannot achieve and sustain profitability, our business, financial condition, and operating results may be adversely affected.

We have had significantly unstable and volatile operating revenue since our inception—specifically, our total revenue increased significantly by $3,012,365, or approximately 1,957.82%, to $3,166,228 for the fiscal year ended September 30, 2021 from $153,863 for the fiscal year ended September 30, 2020, primarily due to increased revenue from providing digital advertising services and cash rebate services to customers. As a result, we reported net income of $1,447,650 for the fiscal year ended September 30, 2021, representing a significant increase of $1,652,804 from a net loss of $205,154 for the fiscal year ended September 30, 2020. However, we cannot assure you that we will achieve or maintain profitability on a consistent basis. Our revenue growth may slow or our revenue may decline for a number of reasons, including reduced demand for our digital marketing services, increased competition, or our failure to capitalize on growth opportunities. Meanwhile, we expect our overall selling, general, and administrative expenses, including marketing expenses, salaries, and professional and business consulting expenses, to continue to increase in the foreseeable future, as we plan to hire additional personnel and incur additional expenses in connection with the expansion of our business operations. In addition, we also expect to incur significant additional legal, accounting, and other expenses as a newly public company. These efforts and additional expenses may be more costly than we currently expect, and there is no assurance that we will be able to maintain sufficient operating revenue to offset our operating expenses. Any failure to increase revenue or to manage our costs as we continue to grow and invest in our business would prevent us from achieving or maintaining profitability or maintaining positive operating cash flow at all, or on a consistent basis, which would cause our business, financial condition, and results of operations to suffer.

The markets in which we operate are highly competitive, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance.

The cash rebates industry and the digital advertising industry in Malaysia are highly-competitive and rapidly evolving, with many new companies joining the competition in recent years and few leading companies. We compete directly with other cash rebate platforms for members and merchants and other providers of digital advertising services for advertisers and advertising revenue. Competition can be increasingly intensive and is expected to increase significantly in the future. Increased competition may result in price reductions for cash rebate offers and advertising services and thus reduced margins and loss of our market share. We compete for members, merchants, and advertisers on the following bases:

● breadth of member and merchant bases;

● brand recognition;

● quality of services;

● effectiveness of sales and marketing efforts;

● creativity in design and contents of advertisements;

● pricing and discount policies; and

● hiring and retention of talented staff.

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Our competitors may operate with different business models, have different cost structures, and may ultimately prove to be more successful or more adaptable to new regulatory, technological, and other developments. They may in the future achieve greater market acceptance and recognition and gain a greater market share. It is also possible that potential competitors may emerge and acquire a significant market share. If existing or potential competitors develop or offer services that provide significant performance, price, creative optimization, or other advantages over those offered by us, our business, results of operations, and financial condition would be negatively affected. Our existing and potential competitors may enjoy competitive advantages over us, such as longer operating history, greater brand recognition, larger advertiser base, and significantly greater financial, technical, and marketing resources. In addition, our clients often have a vast array of advertising choices—for example, we compete with traditional forms of media, such as newspapers, magazines, and radio and television broadcast, for advertisers and advertising revenue. If we are unable to sustain sufficient interest in our digital advertising services in comparison to other advertising forms, including new forms of marketing campaigns and promotional activities that may emerge in the future, our business model may no longer be viable.

If we fail to compete successfully, we could lose out in acquiring Members and Merchants or procuring advertisers, which could result in an adverse impact on our financial performance and business prospects. We cannot assure you that our strategies will remain competitive or that they will continue to be successful in the future. Increasing competition may result in pricing pressure and loss of our market share, either of which could have a material adverse effect on our financial condition and results of operations.

Our major clients generate a significant portion of our revenue. Any interruption in operations in such major clients may have an adverse effect on our business, financial condition, and results of operations.

During the fiscal years ended September 30, 2021 and 2020, we derived most of our revenue from a few clients. Specifically, for the fiscal year ended September 30, 2021, three clients accounted for approximately 21.7%, 10.8%, and 10.8% of our total revenue, respectively. As of September 30, 2021, two clients accounted for approximately 52.6% and 26.3% of our total accounts receivable, respectively. For the fiscal year ended September 30, 2020, one client accounted for approximately 91.6% of our total revenue and approximately 85.4% of our total accounts receivable. All of these significant customers were advertisers who used our digital advertising services during the fiscal years ended September 30, 2021 and 2020. These clients are generally able to reduce or cancel spending on our services on short notice for any reason. There are a number of factors, including our performance, that could cause the loss of, or decrease in the volume of business from, a client. Even though we have a strong record of performance, we cannot assure you that we will continue to maintain the business cooperation with these clients at the same level, or at all. The loss of business from one or more of these significant clients could materially and adversely affect our revenue and profitability. Furthermore, if any significant advertiser terminates its relationship with us, we cannot assure you that we will be able to secure an alternative arrangement with comparable advertiser in a timely manner, or at all.

We have licensed all of the movies and television series on our SEEBATS website and mobile app from a third-party content provider. Any interruption in the operations of the content provider or our licensing partnership may have an adverse effect on our business, financial condition, and results of operations.

Our success will depend, in large part, on the website traffic on our SEEBATS website and mobile app, which in turn depends on our ability to continually provide attractive and entertaining movies and television series across various genres to meet the evolving needs of viewers. Currently, we have licensed all of the movies and television series on our SEEBATS website and mobile app from Shenzhen Yunshidian Information Technology Ltd., a third-party content provider, pursuant to a Service and Licensing Agreement dated November 1, 2021. However, as the license will expire on October 31, 2023, and although we currently expect to renew the license when it expires, we cannot assure you that we will be able to maintain such license partnership at the same level, or at all. Such third-party content provider is subject to its own unique operational and financial risks, which are beyond our control. If the content provider breaches, terminates, or decides to not renew its licensing contract with us or experiences significant disruption to its operations, we will be required to find a substitute content provider for sufficient entertainment offerings in order to continually attract and retain viewers on our SEEBATS website and mobile app. If we are unable to do so in a timely or cost-effective manner, our SEEBATS website and mobile app could lose their appeal to our advertisers as a marketing platform due to the decreased website traffic. As a result, our business, financial condition, and results of operations may be adversely affected.

If the relevant Malaysian regulatory agency were to determine that a Film Distribution License was required for the operations of our SEEBATS website and mobile app prior to April 11, 2022, our business, financial condition, and results of operations could be adversely affected.

Pursuant to Section 22(1) of the Perbadanan Kemajuan Filem Nasional Malaysia Act 1981 (Unofficial Translation: the National Film Development Corporation Malaysia Act 1981) (the “FINAS Act”), “no person shall engage in any of the activities of production, distribution, or exhibition of films or any combination of those activities as specified in subsection 21(1) unless there is in force a license authorizing him to do the same.” Section 2 of the FINAS Act defines film distribution as “including the renting, hiring, and loaning of films for profit or otherwise, the importation and distribution of films produced abroad, and the distribution of films produced locally.” One of our subsidiaries, StarboxSB, operates our SEEBATS website and mobile app, on which viewers may watch movies and television series through OTT streaming, and StarboxSB obtained the Film Distribution License from the National Film Development Corporation Malaysia (the “FINAS”) on April 11, 2022. However, since we conducted our business operations through our SEEBATS website and mobile app without holding the Film Distribution License prior to April 11, 2022, we may be subject to penalty if the FINAS were to determine that a Film Distribution License was required. As of the date of this prospectus, we have not received any penalty notice from the relevant Malaysian regulatory agency.

Our Malaysia legal counsel, GLT Law, has advised us that, based on their understanding of the FINAS Act and their discussion with the Director of Licensing and Enforcement of the FINAS, StarboxSB is not required to obtain a Film Distribution License for “film distribution” for the following reasons: (i) as our SEEBATS website and mobile app allow viewers to access movies and television series through the Internet, this online streaming mode does not, at its strict interpretation, fall within the scope of “renting, hiring, and loaning of films” under the FINAS Act, and (ii) no enforcement actions are currently being taken towards online streaming service providers who do not have the Film Distribution License.

There remains uncertainty, however, inherent in relying on an opinion of counsel or the opinion of an officer at the relevant department in connection with whether we would be required to obtain a license under the FINAS Act for the business of StarboxSB. The issue of whether the Film Distribution License is required for the operations of our SEEBATS website and mobile app will be subject to future revisions of the FINAS Act and different interpretations by higher-level officers within FINAS. If FINAS were to determine that a Film Distribution License was required prior to April 11, 2022, FINAS may take enforcement action to collect from us the penalty and late fee charges in respect of unlicensed activities of StarboxSB prior to such date, which could adversely affect our business, financial condition, and results of operations. For details about the penalty for failure to comply with the FINAS Act, see “Regulations—Regulations Relating to Film Distribution.”

Our payment solution service business relies on our cooperation with VE Services. Any interruption in the operations of VE Services or its cooperation with us may have an adverse effect on our business, financial condition, and results of operations.

We provide payment solution services to merchants by referring them to VE Services for payment processing. As we merely act as a recruitment and onboarding agent during this type of transaction, our payment solution service business is highly dependent on the quality of the services provided by VE Services, and its ability to comply with the relevant laws and regulations. Since we do not have control over the operations of VE Services, if VE Services breaches the terms of its contracts with the relevant merchants, or the relevant laws and regulations, our payment solution services and our reputation may be severely impacted. In addition, if VE Services breaches or terminates the Appointment Letter with us or experiences significant disruption to its operations, we may lose our current payment solution service customers in the event that the customers discontinue the services provided by us, and we will be unable to continue providing payment solution services unless we find substitute payment solution service providers. As a result, our business, financial condition, and results of operations may be adversely affected.

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If we fail to improve our services to keep up with the rapidly changing demands, preferences, advertising trends, or technologies in the digital advertising industry, our revenue and growth could be adversely affected.

We consider the digital advertising industry to be dynamic, as we face (i) constant changes in audiences’ interests, preferences, and receptiveness over different advertisement formats, (ii) evolution of the needs of advertisers in response to shifts in their business needs and marketing strategies, and (iii) innovations in the means on digital advertising. As a result, our success depends not only on our ability to offer proper choices of media, deliver effective optimization services, and provide creative advertising ideas, but also on our ability to adapt to rapidly changing online trends and technologies to enhance the quality of existing services and to develop and introduce new services to address advertisers’ changing demands.

We may experience difficulties that could delay or prevent the successful development, introduction, or marketing of our new services. Any new service or enhancement will need to meet the requirements of our existing and potential advertisers and may not achieve significant market acceptance. If we fail to keep pace with changing trends and technologies, continue to offer effective optimization services and creative advertising ideas to the satisfaction of our advertisers, or introduce successful and well-accepted services for our existing and potential advertisers, we may lose our advertisers and our revenue and growth could be adversely affected.

Our failure to anticipate or successfully implement new technologies could render our technologies or advertising services unattractive or obsolete and reduce our revenue and market share.

The majority of our revenue is derived from our digital advertising services, which in turn depend on our advanced business data analysis technology for advertisements. We have built a large repository of data regarding Merchants and Members through the GETBATS website and mobile app, where we facilitate transactions between Merchants and Members, in which Merchants offer certain cash rebates to incentivize or attract Members to shop online or offline. With the data collected through our cash rebate website and mobile app, we have utilized our business data analysis capabilities to better understand and anticipate consumer spending behaviors, which enables more precise and targeted advertisement delivery by Merchants.

With our digital advertising services primarily driven by a composite database of consumer spending behaviors, we operate in businesses that require sophisticated data collection, processing, and software for analysis and insights. Some of the digital advertising strategy technologies, which support the industry we serve, are changing rapidly. We will be required to continue to adapt to changing technologies, either by developing new services or by enhancing our existing services, to meet client demand. We need to invest significant resources, including financial resources, in research and development to keep pace with technological advances in order to make our digital advertising services competitive in the market. Our continued success will depend on our ability to anticipate and adapt to changing technologies, manage and process increasing amounts of data and information, and improve the performance, features, and reliability of our existing services in response to changing client and industry demand.

However, development activities are inherently uncertain, and our investment in research and development may not generate corresponding benefits. Given the fast pace with which the online marketing strategy technology has been and will continue to be developed, we may not be able to timely upgrade our business data analysis technology, or the algorithm or engines required thereby, in an efficient and cost-effective manner, or at all. New technologies in programming or operations could render our technologies or products or services that we are developing or expect to develop in the future obsolete or unattractive, thereby limiting our ability to recover the costs relating to the design, development, testing, or marketing of our digital advertising services, and resulting in a decline in our revenue and market share.

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If we fail to retain and expand the user base for our payment solution service business or if our partner fails to implement and maintain a reliable and convenient payment solution system, our payment solution service business may not be successful, and our business, financial condition, and results of operations may be adversely affected.

We started to provide payment solution services to merchants in May 2021 by referring them to VE Services for payment processing. Since we have relatively limited operating history and experience regarding our payment solution service business, we may encounter difficulties as we advance our business operations, such as in marketing, selling, and deploying our payment services.

The payments industry is highly competitive. We compete against other payment solution service providers in the market, many of which have greater customer bases, volume, scale, resources, and market share than we do, which may provide significant competitive advantages. Because one of the biggest concerns for the payment solution users, is the system’s security vulnerabilities such as the threat of cyber-attacks and data breaches, users tend to choose an established brand having a relatively large market share and proven reputation. For that reason, we may incur substantial expenses in retaining and expanding our merchant user base through robust marketing campaigns and promotional activities, and we cannot assure you that these promotional efforts will be effective. To be competitive in the constantly evolving payments industry, we must keep pace with rapid technological developments to provide new and innovative payment solution services. Our payment solution service business relies, in large part, on VE Services for access to new or evolving payment technologies, but we cannot assure you that we will continue to maintain the business cooperation with it at the same level, or at all. In addition, we cannot predict the effects of technological changes on our business, which technological developments or innovations will become widely adopted, or how those technologies may be regulated. New services and technologies will continue to emerge and may render the technologies VE Services currently uses in its system obsolete. If we are unable to attract new merchant users in sufficient numbers or if VE Services fails to keep pace with the new payment technology to maintain a reliable and resilient payment system, our payment solutions service business may not be successful, leading to a waste of our substantial investment in promoting our payment solution service business as well as the diversion of management’s attention and resources. As a result, our business, financial condition, and results of operations may be adversely affected.

If we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our advertisers.

Our business has grown substantially since our inception, and we expect it to continue to grow in terms of the scale and diversity of operations. For example, in order to diversify our business and revenue stream for future growth, we have utilized our cash rebate website and mobile app, in addition to our digital advertising service business, to facilitate transactions between Merchants and Members, in which Merchants offer certain cash rebates to incentivize or attract Members to shop online or offline, and we have provided payment solution services to Merchants. This expansion increases the complexity of our operations and may cause strain on our managerial, operational, and financial resources. We must continue to hire, train, and effectively manage new employees. If our new hires perform poorly or if we are unsuccessful in hiring, training, managing, and integrating new employees, our business, financial condition, and results of operations may be materially harmed. Our expansion will also require us to maintain the consistency of our service offerings to ensure that our market reputation does not suffer as a result of any deviations, whether actual or perceived, in the quality of our services.

Our future results of operations also depend largely on our ability to execute our future plans successfully. In particular, our continued growth may subject us to the following additional challenges and constraints:

● we face challenges in recruiting, training, and retaining highly skilled personnel, including areas of sales and marketing, advertising concepts, optimization skills, and information technology for our growing operations;

● we face challenges in responding to evolving industry standards and government regulations that impact our business and the cash rebates industry and the digital advertising industry in general, particularly in the areas of content dissemination;

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● we may have limited experience for certain new service offerings, and our expansion into these new service offerings may not achieve broad acceptance among advertisers;

● the execution of our future plan will be subject to the availability of funds to support the relevant capital investment and expenditures; and

● the successful execution of our strategies is subject to factors beyond our control, such as general market conditions, economic, and political development in Malaysia and globally.

All of these endeavors involve risks and will require significant management, financial, and human resources. We cannot assure you that we will be able to effectively manage our growth or to implement our strategies successfully. Besides, there is no assurance that the investment to be made by our Company as contemplated under our future plans will be successful and generate the expected return. If we are not able to manage our growth or execute our strategies effectively, or at all, our business, results of operations, and prospects may be materially and adversely affected.

The ongoing effects of the COVID-19 pandemic in Malaysia may have a material adverse effect on our business.

Our business operations could be materially and adversely affected by the ongoing COVID-19 pandemic. The COVID-19 pandemic has resulted in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans, intended to control the spread of the virus. Such governmental actions, together with the further development of the COVID-19 pandemic, could materially disrupt our business and operations, slow down the overall economy, curtail consumer spending, and make it difficult to adequately staff our operations.

Specifically, in response to the COVID-19 pandemic and its spread, the Malaysian government has implemented intermittent lockdowns in various stages such as (i) imposing full movement control orders (“MCO”), under which, quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia were made mandatory; (ii) easing MCO to a Conditional Movement Control Order (“CMCO”) under which most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia; and (iii) further easing CMCO to Recovery Movement Control Order. On January 12, 2021, due to a resurgence of COVID-19 cases, the Malaysian government declared a state of emergency nationwide to combat COVID-19. On February 16, 2021, the government announced that a National COVID-19 Immunization Plan will be implemented for one year after February 2021, in which 80% of the Malaysian population will be vaccinated to achieve herd immunity. On March 5, 2021, lockdowns in most parts of the country were eased to a CMCO, however, COVID-19 cases in the country continued to rise. On May 12, 2021, the Malaysian government re-imposed a full lockdown order nationwide, until the earlier of when (i) daily COVID-19 infection cases in the country fall below 4,000; (ii) intensive care unit wards start operating at a moderate level; or (iii) 10% of the Malaysian population is fully vaccinated. The total number of COVID-19 cases in the country surpassed three million on February 13, 2022, and the number of daily cases hit a record high of 33,406 on March 5, 2022.

In response to efforts to contain the spread of COVID-19, we have implemented temporary measures and adjustments of work schemes to allow employees to work from home and collaborate remotely. We have taken measures to reduce the impact of the COVID-19 pandemic, including upgrading our telecommuting system, monitoring employees’ health on a daily basis, and optimizing the technology system to support potential growth in user traffic. The Malaysian government has recently eased its restrictive policies due to a decrease in COVID-19 infection cases. The government ended the nationwide state of emergency on August 1, 2021, and COVID-19 infection started to drop below the 10,000 mark daily, beginning October 3, 2021. Interstate and international travel restrictions were lifted, effective October 11, 2021, for residents who had been fully vaccinated against COVID-19, as the country achieved its target of inoculating 90% of its adult population. The government is preparing to shift into an endemic COVID-19 phase, where it will not impose wide lockdowns even if cases rise. As of March 3, 2022, over 78% of the country’s population had been fully vaccinated.

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However, there have been occasional outbreaks of COVID-19 in various cities in Malaysia, and the Malaysian government may again take measures to keep COVID-19 in check. Consumers may have less disposable income and the merchants’ advertising budget may experience a general decline or fluctuate depending on factors beyond our control, such as the shelter-in-place restrictions due to the COVID-19 pandemic. Substantially all our revenue is concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 pandemic or any other epidemic harms the Malaysia and global economy in general. Specifically, significant governmental measures implemented by the Malaysian government, including various stages of lockdowns, closures, quarantines, and travel bans, led to the store closure of some of our offline Merchants. As a result, our cash rebate service business was negatively affected to a certain extent, because the number of offline sales transactions between retail shoppers and retail merchants facilitated by us did not grow as much as we expected, leading to a lower amount of cash rebate service revenue than we expected during the fiscal years ended September 30, 2021 and 2020. However, our digital advertising service revenue was not significantly affected by the COVID-19 pandemic, because more people have opted to use various online services since the beginning of the COVID-19 pandemic. As more advertisers used our digital advertising services through our websites and mobile apps and third-party social media channels to target their audiences, our revenue from digital advertising services increased significantly from fiscal year 2020 to fiscal year 2021. However, any resurgence of the COVID-19 pandemic could negatively affect the execution of customer contracts and the collection of customer payments. The extent to which the COVID-19 pandemic may impact us will depend on future developments, which are highly uncertain and cannot be predicted, including new information on the effectiveness of the mitigation strategies, the duration, spread, severity, and recurrence of COVID-19 and any COVID-19 variants and related travel advisories and restrictions, and the efficacy of COVID-19 vaccines, which may also take an extended period of time to be widely and adequately distributed.

Our business is geographically concentrated, which subjects us to greater risks from changes in local or regional conditions.

Substantially all of our current operations are located in Malaysia. Due to this geographic concentration, our financial condition and operating results are subject to greater risks from changes in general economic and other conditions in Malaysia, than the operations of more geographically diversified competitors. These risks include:

● changes in economic conditions and unemployment rates;

● changes in laws and regulations;

● changes in the competitive environment; and

● adverse weather conditions and natural disasters.

As a result of the geographic concentration of our business, we face a greater risk of a negative impact on our business, financial condition, results of operations, and prospects in the event that Malaysia is more severely impacted by any such adverse condition, as compared to other countries.

We may be unsuccessful in expanding and operating our business internationally, which could adversely affect our results of operations.

We plan to selectively launch our cash rebate and digital advertising services in other countries in Southeast Asia during the next three years, starting from markets such as the Philippines, Thailand, and Indonesia. For details, see “—Liquidity and Capital Resources” The entry and operation of our business in these markets could cause us to be subject to unexpected, uncontrollable, and rapidly changing events and circumstances outside Malaysia. As we grow our international operations in the future, we may need to recruit and hire new product development, sales, marketing, and support personnel in the countries in which we will launch our services or otherwise have a significant presence. Entry into new international markets typically requires the establishment of new marketing channels. Our ability to continue to expand into international markets involves various risks, including the possibility that our expectations regarding the level of returns we will achieve on such expansion will not be achieved in the near future, or ever, and that competing in markets with which we are unfamiliar may be more difficult than anticipated. If we are less successful than we expect in a new market, we may not be able to realize an adequate return on our initial investment and our operating results could suffer.

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Our international operations may also fail due to other risks inherent in foreign operations, including:

● varied, unfamiliar, unclear, and changing legal and regulatory restrictions, including different legal and regulatory standards applicable to digital advertising;

● compliance with multiple and potentially conflicting regulations in other countries in Southeast Asia;

● difficulties in staffing and managing foreign operations;

● longer collection cycles;

● different intellectual property laws that may not provide consistent and/or sufficient protections for our intellectual property;

● proper compliance with local tax laws, which can be complex and may result in unintended adverse tax consequences;

● localized spread of infection resulting from the COVID-19 pandemic, including any economic downturns and other adverse impacts;

● difficulties in enforcing agreements through foreign legal systems;

● fluctuations in currency exchange rates that may affect service demand and may adversely affect the profitability in MYR of services provided by us in foreign markets where payment for our services is made in the local currency;

● changes in general economic, health, and political conditions in countries where our services are provided;

● disruptions caused by acts of war;

● potential labor strike, lockouts, work slowdowns, and work stoppages; and

● different consumer preferences and requirements in specific international markets.

Our current and any future international expansion plans will require management attention and resources and may be unsuccessful. We may find it impossible or prohibitively expensive to continue expanding internationally or we may be unsuccessful in our attempt to do so, and our results of operations could be adversely impacted.

Any negative publicity about us, our services, and our management may materially and adversely affect our reputation and business.

We may from time to time receive negative publicity about us, our management, or our business. Any such negative publicity may be the result of malicious harassment or unfair competition acts by third parties. We may also be subject to government or regulatory investigations (including investigations relating to advertising materials that are alleged to be illegal) as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to defend ourselves against such third-party conduct, and we may not be able to conclusively refute any such allegations within a reasonable period of time, or at all. Harm to our reputation and confidence of advertisers and media can also arise for other reasons, including misconduct of our employees or any third-party business partners. Our reputation may be materially and adversely affected as a result of any negative publicity, which in turn may cause us to lose market share, advertising customers, industry partners, and other business partnerships.

The proper functioning of our websites and mobile apps is essential to our business. Any disruption to our information technology systems could materially affect our ability to maintain the satisfactory performance of our websites and mobile apps.

The proper functioning of our websites and mobile applications is essential to our business. The satisfactory performance, reliability, and availability of our information technology systems are critical to our ability to drive more Internet traffic to our advertising websites and mobile apps and provide effective digital advertising services for brands and retailers. Our technology or infrastructure, however, may not function properly at all times. Any system interruptions caused by computer viruses, hacking, or other attempts to harm the systems could result in the unavailability or slowdown of our websites or mobile apps and compromise the quality of the digital advertising services provided thereon. Our servers may also be vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions, which could lead to system interruptions, website or mobile application slowdowns or unavailability, or loss of data. Any of such occurrences could cause severe disruption to our daily operations. As such, our reputation may be materially and adversely affected, our market share could decline, and we could be subject to liability claims.

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If we sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could be subject to increased costs, liabilities, reputational harm, or other negative consequences.

Through our business operations, we collect large amounts of data regarding our Merchants and Members on the GETBATS website and mobile app and create a composite database of consumer spending behaviors by leveraging business data analysis technology. We also provide data management for micro, small, and medium-sized online and offline merchants to accurately organize their own customer data and accurate advertising. As such, our systems and the data stored thereon may be subject to security breach incidents. For example, our information technology may be subject to cyber-attacks, viruses, malicious software, break-ins, theft, computer hacking, phishing, employee error or malfeasance, or other security breaches. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automatic hacks. Experienced computer programmers and hackers may be able to penetrate our security controls, misappropriate or compromise sensitive proprietary or confidential information, or create system disruptions or cause shutdowns. They also may be able to develop and deploy malicious software programs that attack our systems or otherwise exploit any security vulnerabilities. The composite database stored in our systems may be vulnerable to security incidents or security attacks, acts of vandalism or theft, coordinated attacks by activist entities, misplaced or lost data, human errors, or other similar events that could negatively affect our systems and the data stored on or transmitted by those systems, including the data of our Merchants and Members on the GETBATS website and mobile app, as well as the data and information regarding our advertiser clients who have purchased our digital advertising services on the GETBATS website and mobile app and the SEEBATS website and mobile app before, and the participating merchants and consumers who have used our payment solution services.

Although we have taken measures to protect sensitive data from unauthorized access, use, or disclosure, our protective measures may not be effective and our information technology may still be vulnerable to attacks. In the event of such attacks, the costs to eliminate or address the foregoing security threats and vulnerability before or after a cyber-incident could potentially be significant. Our remediation efforts may not be successful and could result in interruptions or delays of services. As threats related to cyber-attacks develop and grow, we may also find it necessary to take further steps to protect our data and infrastructure, which could be costly and therefore impact our results of operations. In the event that we are unable to prevent, detect, and remediate the foregoing security threats and vulnerabilities in a timely manner, our operations could be interrupted, or we could incur financial, legal, or reputational losses arising from misappropriation, misuse, leakage, falsification, or intentional or accidental release or loss of information maintained in our systems. The number and complexity of these threats continue to increase over time. Although we inspect our systems on a regular basis to prevent these events from occurring, the possibility of these events occurring cannot be eliminated entirely.

Compliance with Malaysia’s Personal Data Protection Act 2010, Personal Data Protection Order 2013, and any such existing or future data-privacy related laws, regulations, and governmental orders may entail significant expenses and could materially affect our business.

Our business and operations in Malaysia are subject to laws and regulations regarding data privacy and data protection pursuant to the Personal Data Protection Act 2010 (the “PDPA 2010”). In particular, the PDPA 2010 applies to any person who processes or has control over, or authorizes the processing of, any personal data regarding commercial transactions, except for any personal data processed outside of Malaysia and not intended to be further processed in Malaysia. Under the PDPA 2010, any person engaged in processing personal data shall take measures to protect the personal data from any loss, misuse, modification, unauthorized or accidental access, or disclosure, alteration, or destruction of personal data and to maintain the integrity and competence of the personnel having access to the personal data processed. Such personal data should not be kept longer than necessary for the fulfilment of the purpose for which it was to be processed and shall be destroyed or permanently deleted if it is no longer required. In addition, a data user who belongs to any of the classes of data users prescribed under the Personal Data Protection (Class of Data Users) Order 2013 (the “Order 2013”) shall be registered under the PDPA 2010 in order to process personal data. See “Regulations—Regulations Relating to Personal Data Protection.”

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Interpretation, application, and enforcement of such laws, rules, regulations, and governmental orders, such as the PDPA 2010 and the Order 2013, evolve from time to time and their scope may continually change, through new legislation, amendments to existing legislation, and changes in enforcement. Compliance with the PDPA 2010 and/or related implementing regulations and governmental orders could significantly increase the cost of providing our service offerings, require significant changes to our operations, or even prevent us from providing certain service offerings in Malaysia. Despite our efforts to comply with applicable laws, regulations, and other obligations relating to privacy, data protection, and information security, it is possible that our practices could fail to meet all of the requirements imposed on us by the PDPA 2010 and/or related implementing regulations and government orders. Any failure on our part to comply with such laws, rules, regulations, governmental orders, or any other obligations relating to privacy, data protection, or information security, or any compromise of security that results in unauthorized access, use or release of personally identifiable information or other data, or the perception or allegation that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing counterparties from contracting with us or result in investigations, fines, suspension, or other penalties by Malaysian government authorities and private claims or litigation, any of which could materially adversely affect our business, financial condition, and results of operations. Even if our practices are not subject to legal challenges, the perception of privacy concerns, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition, and results of operations. Moreover, the legal uncertainty created by the PDPA 2010 and/or related implementing regulations and governmental orders could materially and adversely affect our ability, on favorable terms, to raise capital, including engaging in offerings of our securities in the U.S. market.

Seasonal fluctuations in advertising activities could have a material impact on our revenue, cash flow, and operating results.

Our revenue, cash flow, operating results, and other key operating and performance metrics may vary from quarter to quarter, due to the seasonal nature of our advertisers’ budgets and spending on advertising campaigns. For example, advertising spending tends to rise in holiday seasons with consumer holiday spending, or closer to end-of-year in fulfilment of their annual advertising budgets, which may lead to an increase in our revenue and cash flow during such periods. Moreover, advertising inventory in holiday seasons may be more expensive, due to increased demand for advertising inventory. While our historical revenue growth may have, to some extent, masked the impact of seasonality, if our growth rate declines or seasonal spending becomes more pronounced, seasonality could have a material impact on our revenue, cash flow, and operating results from period to period.

Unauthorized use of our intellectual property by third parties and expenses incurred in protecting our intellectual property rights may adversely affect our business, reputation, and competitive edge.

We regard our trademarks, domain names, and similar intellectual property as important to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-disclosure agreements to protect our proprietary rights. For details, please see “Business—Intellectual Property.”

Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented, or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. It may be difficult to maintain and enforce intellectual property rights in Malaysia. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently. Confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in all jurisdictions.

Policing unauthorized use of our proprietary technology and other intellectual property is difficult and expensive, and litigation may be necessary in the future to enforce their intellectual property rights. Future litigation could result in substantial costs and diversion of our resources and could disrupt our business, as well as materially adversely affect our financial condition and results of operations. Further, despite the potentially substantial costs, we cannot assure you that we will prevail in such litigation.

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Third parties may claim that we infringe their proprietary intellectual property rights, which could cause us to incur significant legal expenses and prevent us from promoting our services.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, patents, copyrights, know-how, or other intellectual property rights held by third parties. We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual property rights of others. For example, we may face intellectual property infringement claims or other allegations by third parties for information or content displayed on, retrieved from or linked to, recorded, stored, or make accessible on our websites and mobile apps—in particular the SEEBATS website and mobile app, which feature movies and television series we have licensed from a third-party content provider, and we are unable to verify if the third-party content provider has lawfully obtained or licensed all movies and television series that it has licensed to us. Otherwise, we may be subject to allegations that we have infringed on the trademarks, copyrights, patents, and other intellectual property rights of third parties, including our competitors, or that we are involved in unfair trade practices. In addition, there may be third-party trademarks, patents, copyrights, know-how, or other intellectual property rights that are infringed by our products, services, or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in various jurisdictions.

If any third-party infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits. Additionally, the application and interpretation of intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how, or other intellectual property rights are evolving and may be uncertain, and we cannot assure you that courts or regulatory authorities would agree with our analysis. Such claims, even if they do not result in liability, may harm our reputation. If we were found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and financial performance may be materially and adversely affected.

If we fail to attract, recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be affected.

Our success also depends, to a large extent, on the efforts of our key personnel, including our executive officers, senior management, and other key employees who have valuable experience, knowledge, and connection in the cash rebates industry and the digital advertising industry. There is no assurance that these key personnel will not voluntarily terminate their employment with us. We do not carry, and do not intend to procure, key person insurance on any of our senior management team. The loss of any of our key personnel could be detrimental to our ongoing operations. Our success will also depend on our ability to attract and retain qualified personnel to manage our existing operations as well as our future growth. We may not be able to successfully attract, recruit, or retain key personnel, and this could adversely impact our growth. Moreover, we rely on our sales and marketing team to source new advertisers for our business growth. We have four sales and marketing personnel in total, as of the date of this prospectus, who are responsible for pitching and soliciting advertisers to purchase our digital advertising services or merchants to join our cash rebate website and mobile app. If we are unable to attract, retain, and motivate our sales and marketing personnel, our business may be adversely affected.

Future acquisitions may have an adverse effect on our ability to manage their business.

We may acquire businesses, technologies, services, or products that are complementary to our digital advertising business. Future acquisitions may expose us to potential risks, including risks associated with the integration of new operations, services, and personnel, unforeseen or hidden liabilities, the diversion of resources from our existing business and technology, our potential inability to generate sufficient revenue to offset new costs, the expenses of acquisitions, or the potential loss of or harm to relationships with both employees and customers resulting from our integration of new businesses.

Any of the potential risks listed above could have a material adverse effect on our ability to manage our business, revenue, and net income. We may need to raise additional debt funding or sell additional equity securities to make such acquisitions. The raising of additional debt funding by our Company, if required, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on their assets, that would restrict their operations. The sale of additional equity securities could result in additional dilution to our shareholders.

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We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition.

We may from time to time become subject to or involved in various claims, controversies, lawsuits, and legal proceedings. However, claims and threats of lawsuits are subject to inherent uncertainties, and we are uncertain whether any of these claims would develop into a lawsuit. Lawsuits, or any type of legal proceeding, may cause our Company to incur defense costs, utilize a significant portion of our resources, and divert management’s attention from our day-to-day operations, any of which could harm our business. Any settlements or judgments against our Company could have a material adverse impact on our financial condition, results of operations, and cash flows. In addition, negative publicity regarding claims or judgments made against our Company may damage our reputation and may result in a material adverse impact on us.

We may be the subject of allegations, harassment, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose market share, Members, or Merchants.

We may be subject to allegations by third parties or purported former employees, negative Internet postings, and other adverse public exposure on our business, operations, and staff compensation. We may also become the target of harassment or other detrimental conduct by third parties or disgruntled former or current employees. Such conduct may include complaints, anonymous, or otherwise, to regulatory agencies, media, or other organizations. We may be subject to government or regulatory investigation or other proceedings as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Additionally, allegations, directly or indirectly against our Company, may be posted on the Internet, including social media platforms, by anyone on an anonymous basis. Any negative publicity about our Company or our management can be quickly and widely disseminated. Social media platforms and devices immediately publish the content of their users’ posts, often without filters or checks on the accuracy of the content posted. The information posted may be inaccurate and adverse to our Company, and it may harm our reputation, business, or prospects. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of negative and potentially false information about our business and operations, which in turn may cause us to lose market share, Members, or Merchants.

Our current insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance.

We believe we maintain insurance coverage that is customary for businesses of our size and type. However, we may be unable to insure against certain types of losses or claims, or the cost of such insurance may be prohibitive. Uninsured losses or claims, if they occur, could have a material adverse effect on our reputation, business, results of operations, financial condition, or prospects.

Risks Relating to this Offering and the Trading Market

There has been no public market for our Ordinary Shares prior to this offering, and you may not be able to resell our Ordinary Shares at or above the price you pay for them, or at all.

Prior to this offering, there has not been a public market for our Ordinary Shares. We have applied to have our Ordinary Shares listed on the Nasdaq Capital Market. An active public market for our Ordinary Shares, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our Ordinary Shares will be materially and adversely affected.

The initial public offering price for our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price for our Ordinary Shares will be determined by negotiations between us and the underwriters, and may not bear a direct relationship to our earnings, book value, or any other indicia of value. We cannot assure you that the market price of our Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

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You will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased.

The initial public offering price of our Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Ordinary Shares. Consequently, when you purchase our Ordinary Shares in the offering, upon completion of the offering you will incur immediate dilution of $[●] per share if the underwriters do not exercise the over-allotment option and $[●] if the underwriters exercise the over-allotment option in full, assuming an initial public offering price of $[●], which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus. See “Dilution.” In addition, you may experience further dilution to the extent that Preferred Shares are converted into Ordinary Shares or upon the exercise of outstanding options we may grant from time to time.

If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing our consolidated financial statements as of and for the fiscal years ended September 30, 2021 and 2020, we and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board, and other control deficiencies. The material weaknesses identified included (i) a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements; (ii) certain audit adjustments proposed by the auditor and recorded by the Company into the financial statements; and (iii) a lack of independent directors and an audit committee. Following the identification of the material weaknesses and control deficiencies, we plan to continue to take remedial measures including (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; (iii) engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control; and (iv) appointing independent directors, establishing an audit committee, and strengthening corporate governance. However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, and the trading price of our Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Upon completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending September 30, 2023. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

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We will incur substantial increased costs as a result of being a public company.

Upon consummation of this offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier. We will incur additional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.

We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior March 31, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the price of our Ordinary Shares to decline.

Sales of substantial amounts of our Ordinary Shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our Ordinary Shares to decline. An aggregate of 450,000,000 Ordinary Shares are outstanding before the consummation of this offering and [●] Ordinary Shares will be outstanding immediately after the consummation of this offering if the underwriters do not exercise their over-allotment option, and [●] Ordinary Shares will be outstanding immediately after the consummation of this offering if the underwriters exercise their over-allotment option in full. Sales of these shares into the market could cause the market price of our Ordinary Shares to decline.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Ordinary Shares if the market price of our Ordinary Shares increases.

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If securities or industry analysts do not publish research or reports about our business, or if the publish a negative report regarding our Ordinary Shares, the price of our Ordinary Shares and trading volume could decline.

Any trading market for our Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Ordinary Shares and the trading volume to decline.

The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The initial public offering price for our Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Ordinary Shares following our initial public offering. If you purchase our Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price of our Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

● actual or anticipated fluctuations in our revenue and other operating results;

● the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

● actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

● announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

● price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

● lawsuits threatened or filed against us; and

● other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our Ordinary Shares.

We anticipate that we will use the net proceeds from this offering to expand our business into other countries in Southeast Asia, upgrade our software and system, and promote our brands in Malaysia. Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our Ordinary Shares.

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If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

We expect to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer immediately following the completion of this offering, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.

Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

Nasdaq listing rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result. In addition, Nasdaq listing rules also require U.S. domestic issuers to have a compensation committee, a nominating and corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq listing rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. We intend to comply with the requirements of Nasdaq listing rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under Nasdaq listing rules with respect to certain corporate governance standards which may afford less protection to investors.

If we cannot continue to satisfy the listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We have applied to have our Ordinary Shares listed on the Nasdaq Capital Market upon consummation of this offering. It is a condition to the closing of this offering that our Ordinary Shares qualify for listing on a national securities exchange. Following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:

● a limited availability for market quotations for our securities;

● reduced liquidity with respect to our securities;

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● a determination that our Ordinary Shares are a “penny stock,” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;

● limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

Anti-takeover provisions in our articles of association may discourage, delay, or prevent a change in control.

Some provisions of our articles of association may discourage, delay or prevent a change in control of our Company or management that shareholders may consider favorable, including, among other things, the following:

● provisions that authorize our board of directors to issue shares with preferred, deferred or other special rights or restrictions without any further vote or action by our shareholders; and

● provisions that restrict the ability of our shareholders to call shareholder meetings.

Our board of directors may decline to register transfers of Ordinary Shares in certain circumstances.

Our board of directors may, in its sole discretion, decline to register any transfer of any Ordinary Share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any Ordinary Share unless (i) the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (v) the shares transferred are free of any lien in favor of us; or (vi) a fee of such maximum sum as the Nasdaq Capital Market may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

This, however, is unlikely to affect market transactions of the Ordinary Shares purchased by investors in the public offering. Once the Ordinary Shares have been listed, the legal title to such Ordinary Shares and the registration details of those Ordinary Shares in the Company’s register of members will remain with the Depository Trust Company. All market transactions with respect to those Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the Depository Trust Company systems.

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this will make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This will make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

25

Because we are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Ordinary Shares.

For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile. See “Implications of Our Being an ‘Emerging Growth Company.’”

You may have difficulty enforcing judgments against us.

We are incorporated under the laws of the Cayman Islands as an exempted company limited by shares. Currently, the vast majority of our operations are conducted in Malaysia, and almost all of our assets are and will be located outside of the United States. In addition, almost all of our officers and directors are nationals and residents of a country other than the United States, and almost all of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe we have violated your rights, either under United States federal or state securities laws or otherwise, or if you have a claim against us. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of Malaysia may not allow you to enforce a judgment against our assets or the assets of our directors and officers. See “Enforceability of Civil Liabilities.”

The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

Our corporate affairs are governed by our memorandum and articles of association, by the Cayman Companies Act and by the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders, and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from English common law. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal are generally of persuasive authority but are not binding in the courts of the Cayman Islands. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive but not binding authority. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws relative to the United States. Therefore, our public shareholders may have more difficulty protecting their interests in the face of actions by our management, directors, or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our articles of association allow our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to all of our issued and outstanding shares, to requisition a general meeting of our shareholders, in which case our chairman or a majority of our directors are obliged to call such meeting. Advance notice of at least seven calendar days is required for the convening of any general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least one shareholder, present in person or by proxy, holding shares which carry in aggregate not less than one-third of all votes attaching to all of our shares in issue and entitled to vote at such meeting.

26

If we are classified as a passive foreign investment company, United States taxpayers who own our Ordinary Shares may have adverse United States federal income tax consequences.

A non-U.S. corporation such as ourselves will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either:

● at least 75% of our gross income for the year is passive income; or

● the average percentage of our assets (determined at the end of each quarter) during the taxable year which produce passive income or which are held for the production of passive income is at least 50%.

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business), and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our Ordinary Shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

Depending on the amount of cash we raise in this offering, together with any other assets held for the production of passive income, it is possible that, for our 2022 taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income, in which case we would be deemed a PFIC, which could have adverse U.S. federal income tax consequences for U.S. taxpayers who are shareholders. We will make this determination following the end of any particular tax year.

For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Material Income Tax Consideration—United States Federal Income Taxation—PFIC.”

Our pre-IPO shareholders will be able to sell their shares after the completion of this offering subject to restrictions under Rule 144 under the Securities Act, which could impact the trading price of our Ordinary Shares.

450,000,000 of our Ordinary Shares are issued and outstanding as of the date of this prospectus. Our pre-IPO shareholders may be able to sell their Ordinary Shares under Rule 144 after the completion of this offering. See “Shares Eligible for Future Sale” below. Because these shareholders have paid a lower price per Ordinary Share than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price, which could impact the trading price of our Ordinary Shares following the completion of the offering, to the detriment of participants in this offering. Under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this offering.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvency liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our Company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

27

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results, and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

● assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;

● our ability to execute our growth, and expansion, including our ability to meet our goals;

● current and future economic and political conditions;

● our capital requirements and our ability to raise any additional financing which we may require;

● our ability to attract clients and further enhance our brand recognition;

● our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

● the COVID-19 pandemic;

● trends and competition in the cash rebates industry and the digital advertising industry; and

● other assumptions described in this prospectus underlying or relating to any forward-looking statements.

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

Industry Data and Forecasts

This prospectus contains data related to the cash rebates industry and the digital advertising industry in Southeast Asia. This industry data includes projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable. The cash rebates industry and the digital advertising industry may not grow at the rate projected by industry data, or at all. The failure of the industries to grow as anticipated is likely to have a material adverse effect on our business and the market price of our Ordinary Shares. In addition, the rapidly changing nature of the cash rebates industry and the digital advertising industry subjects any projections or estimates relating to the growth prospects or future condition of our industries to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions.

28

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands as an exempted company limited by shares. We are incorporated under the laws of the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions, and the availability of professional and support services. The Cayman Islands, however, has a less developed body of securities laws as compared to the United States and provides significantly less protection for investors than the United States. Additionally, Cayman Islands companies may not have standing to sue in the Federal courts of the United States.

Substantially all of our assets are located in Malaysia. In addition, most of our directors and officers are nationals or residents of Malaysia and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed [●] as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Mourant Ozannes (Cayman) LLP, our counsel with respect to the laws of the Cayman Islands, and GLT Law, our counsel with respect to Malaysian law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or Malaysia would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the Cayman Islands or Malaysia against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Mourant Ozannes (Cayman) LLP has further advised us that there are currently no statutory enforcement laws in the Cayman Islands nor any treaty between the United States and the Cayman Islands providing for enforcement of judgments. A judgment obtained in the United States, however, may be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination on the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) is final; (iii) is not in respect of taxes, a fine or a penalty; and (iv) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. Mourant Ozannes (Cayman) LLP has informed us that there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature.

GLT Law has further advised us that there are currently no statutes, treaties, or other forms of reciprocity between the United States and Malaysia providing for the mutual recognition and enforcement of court judgments. Under Malaysian laws, a foreign judgment cannot be directly or summarily enforced in Malaysia. The judgment must first be recognized by a Malaysian court either under applicable Malaysian laws or in accordance with common law principles. For Malaysian courts to accept the jurisdiction for recognition of a foreign judgment, the foreign country where the judgment is made must be a reciprocating country expressly specified and listed in the Reciprocal Enforcement of Judgments Act 1958, Maintenance Orders (Facilities for Enforcement) Act 1949 or Probate and Administration Act 1959. As the United States is not one of the countries specified under the statutory regime where a foreign judgment can be recognized and enforced in Malaysia, a judgment obtained in the United States must be enforced by commencing fresh proceedings in a Malaysian court. The requirements for a foreign judgment to be recognized and enforceable in Malaysia are: (i) the judgment must be a monetary judgment; (ii) the foreign court must have had jurisdiction accepted by a Malaysian court; (iii) the judgment was not obtained by fraud; (iv) the enforcement of the judgment must not contravene public policy in Malaysia; (v) the proceedings in which the judgment was obtained were not opposed to natural justice, and (vi) the judgment must be final and conclusive.

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USE OF PROCEEDS

Based upon an assumed initial public offering price of $[●] per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately $[●] if the underwriters do not exercise their over-allotment option, and $[●] if the underwriters exercise their over-allotment option in full.

We plan to use the net proceeds we receive from this offering for the following purposes:

● approximately 60% for expanding our business into other countries in Southeast Asia, including (i) establishing representative offices or appointing local partners and hiring key marketing employees who are familiar with local languages and cultures, (ii) integrating our websites and mobile apps with the representative offices or local partners, and (iii) promoting our brands in these countries;

● approximately 20% for upgrading our software and systems; and

● approximately 20% for promoting our brands in Malaysia.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

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DIVIDEND POLICY

Since our inception, we have not declared or paid cash dividends on our Ordinary Shares. Any decision to pay dividends in the future will be subject to a number of factors, including our financial condition, results of operations, the level of our retained earnings, capital demands, general business conditions, and other factors our board of directors may deem relevant. We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the operation, development, and growth of our business, and, as a result, we do not expect to pay any dividends in the foreseeable future. Consequently, we cannot give any assurance that any dividends may be declared and paid in the future.

Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business.

If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Malaysia subsidiary, Starbox Berhad. Starbox Berhad will rely on payments made from its subsidiaries, StarboxGB, StarboxSB, and StarboxPB. Under the Malaysian Companies Act 2016, dividends must be paid out of profit and no dividend shall be paid out if the payment will cause the company to be insolvent. As a result, in the event that Starbox Berhad or its subsidiaries incur debt on their own behalves in the future, the instruments governing the debt may restrict any such entity’s ability to pay dividends or make other distributions to us.

Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars. Malaysia is under a single-tier tax system. Dividends are exempt from income tax in the hands of shareholders. Our Malaysia subsidiary, Starbox Berhad, is not required to deduct tax from dividends paid to its shareholder, Starbox Group, and no tax credits will be available for offsetting against the recipient’s tax liability. A corporate shareholder, such as Starbox Berhad, receiving exempt single-tier dividends from its subsidiaries, StarboxGB, StarboxSB, and StarboxPB, can, in turn, distribute such dividends to its own shareholder, Starbox Group, who is also exempt on such receipts. Further, Malaysia does not impose any withholding tax (i.e., 0%) on dividends paid by Malaysian companies to non-residents. Hence, Starbox Berhad is not required to withhold any sum from its dividends for tax withholding purposes. See “Material Income Tax Consideration—Malaysian Enterprise Taxation.”

31

EXCHANGE RATE INFORMATION

Our business is conducted by our subsidiaries, StarboxPB, StarboxGB, and StarboxSB in Malaysia using MYR. Capital accounts of our financial statements are translated into U.S. dollars from MYR at their historical exchange rates when the capital transactions occurred. No representation is made that the MYR amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. The following table sets forth information concerning exchange rates between MYR and the U.S. dollar for the periods indicated. Assets and liabilities are translated at the exchange rates as of the balance sheet date.

Balance sheet items, except for equity accounts	September 30, 2021	September 30, 2020
MYR:USD	1:4.1869	1:4.1576

Items in the statements of operations and comprehensive income (loss), and statements cash flows are translated at the average exchange rate of the period.

	Fiscal years ended
	September 30, 2021		September 30, 2020
MYR:USD		1:4.1243		1:4.2163

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CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2021:

● on an actual basis; and

● on an as adjusted basis to reflect the issuance and sale of the Ordinary Shares by us in this offering at the assumed initial public offering price of $[●] per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts, and the estimated offering expenses payable by us.

You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

	September 30, 2021
	Actual			As adjusted (Over- allotment option not exercised)	As adjusted (Over- allotment option exercised in full)
	$			$	$
Shareholders’ Equity:
Preferred Shares, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding		—
Ordinary Shares, $0.0001 par value, 450,000,000 Ordinary Shares authorized, 450,000,00 Ordinary Shares issued and outstanding; [●] Ordinary Shares issued and outstanding, as adjusted assuming the over-allotment option is not exercised, and [●] Ordinary Shares issued and outstanding, as adjusted assuming the over-allotment option is exercised in full		45,000
Additional paid-in capital(1)		155,024
Retained earnings		1,082,642
Accumulated other comprehensive loss		(21,433	)
Total Shareholders’ Equity		1,261,233
Total Capitalization		1,261,233

(1) Additional paid-in capital reflects the sale of Ordinary Shares in this offering at an assumed initial public offering price of $[●] per share, and after deducting the estimated underwriting discounts, and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. We estimate that such net proceeds will be approximately $[●] ($[●] offering, less underwriting discounts of $[●], and offering expenses of approximately $[●]) if the underwriters’ over-allotment option is not exercised, or $[●] ($[●] offering, less underwriting discounts of $[●], and offering expenses of approximately $[●]) if the underwriters’ over-allotment option is exercised in full.

A $1.00 increase (decrease) in the assumed initial public offering price of $[●] per share would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $[●] if the underwriters’ over-allotment option is not exercised or $[●] if the underwriters’ over-allotment option is exercised in full, assuming the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, and estimated expenses payable by us.

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DILUTION

If you invest in our Ordinary Shares, your interest will be diluted for each Ordinary Share you purchase to the extent of the difference between the initial public offering price per Ordinary Share and our net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the initial public offering price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

Our net tangible book value as of September 30, 2021, was $1,261,233, or $0.003 per Ordinary Share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Ordinary Share (as adjusted for the offering) from the initial public offering price per Ordinary Share and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

After giving effect to our sale of [●] Ordinary Shares offered in this offering based on an assumed initial public offering price of $[●] per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2021, would have been $[●], or $[●] per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $[●] per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $[●] per Ordinary Share to investors purchasing Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

	No Exercise of Over- Allotment Option	Full Exercise of Over- Allotment Option
Assumed Initial public offering price per Ordinary Share	$	$
Net tangible book value per Ordinary Share as of September 30, 2021	$	$
Increase in net tangible book value per Ordinary Share attributable to payments by new investors	$	$
Pro forma net tangible book value per Ordinary Share immediately after this offering	$	$
Amount of dilution in net tangible book value per Ordinary Share to new investors in the offering	$	$

The following tables summarize, on a pro forma as adjusted basis as of September 30, 2021, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

	Ordinary Shares purchased			Total consideration			Average price per Ordinary
Over-allotment option not exercised	Number	Percent		Amount	Percent		Share
	($ in thousands)
Existing shareholders			%	$		%	$
New investors			%	$		%	$
Total			%	$		%	$

	Ordinary Shares purchased			Total consideration			Average price per Ordinary
Over-allotment option exercised in full	Number	Percent		Amount	Percent		Share
	($ in thousands)
Existing shareholders			%	$		%	$
New investors			%	$		%	$
Total			%	$		%	$

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Ordinary Shares and other terms of this offering determined at the pricing.

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CORPORATE HISTORY AND STRUCTURE

Our Corporate History

Starbox Berhad was established on July 24, 2019, as a limited liability company organized under the laws of Malaysia. Starbox Berhad holds 100% of the equity interests in the following entities: (i) StarboxSB, which was established in Kuala Lumpur, Malaysia on July 23, 2019; (ii) StarboxGB, which was established in Kuala Lumpur, Malaysia on July 24, 2019; and (iii) StarboxPB, which was formed in Kuala Lumpur, Malaysia, on May 21, 2019.

In connection with this offering, we have undertaken a reorganization of our corporate structure (the “Reorganization”) in the following steps:

● on September 13, 2021, we incorporated Starbox Group as an exempted company limited by shares under the laws of the Cayman Islands;

● on November 17, 2021, Starbox Group acquired 100% of the equity interests in Starbox Berhad from its original shareholders. Consequently, Starbox Group, through a restructuring which is accounted for as a reorganization of entities under common control, became the ultimate holding company of all other entities mentioned above.

Our Corporate Structure

The following diagram illustrates our corporate structure as of the date of this prospectus and upon completion of our IPO based on a proposed number of [●] Ordinary Shares being offered, assuming no exercise of the underwriters’ over-allotment option.

(1)	Represents 141,750,000 Ordinary Shares indirectly held by Choo Teck Hong, the 100% beneficial owner of ZYZ Group Holdings Limited, as of the date of this prospectus.
(2)	Represents 40,500,000 Ordinary Shares indirectly held by Zhang Yong, the 100% beneficial owner of ZY Sales & Distribution Sdn. Bhd., as of the date of this prospectus.
(3)	Represents 40,500,000 Ordinary Shares indirectly held by Liu Jun, the 100% beneficial owner of Liu Marketing (M) Sdn. Bhd., as of the date of this prospectus.
(4)	Represents 40,500,000 Ordinary Shares indirectly held by Chen Han-Chen, the 100% beneficial owner of EVL Corporation Limited, as of the date of this prospectus.
(5)	Represents 40,500,000 Ordinary Shares indirectly held by Wang Jian Guo, the 100% beneficial owner of WJG Group Holding Ltd., as of the date of this prospectus.
(6)	Represents 40,500,000 Ordinary Shares indirectly held by Chen Chao, the 100% beneficial owner of CC Growth Edge Sdn. Bhd., as of the date of this prospectus.
(7)	Represents an aggregate of 96,750,000 Ordinary Shares held by seven shareholders, each one of which holds less than 5% of our Ordinary Shares, as of the date of this prospectus.

For details of our principal shareholders’ ownership, please refer to the beneficial ownership table in the section captioned “Principal Shareholders.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are building a cash rebate, digital advertising, and payment solution business ecosystem targeting micro, small, and medium enterprises that lack the bandwidth to develop an in-house data management system for effective marketing. Through our subsidiaries in Malaysia, we connect retail merchants with retail shoppers to facilitate transactions through cash rebates offered by retail merchants, provide digital advertising services to advertisers, and provide payment solution services to merchants. Substantially all of our current operations are located in Malaysia.

Our cash rebate business is the foundation of the business ecosystem we are building. We have cooperated with retail merchants, which have registered on the GETBATS website and mobile app as Merchants, to offer cash rebates on their products or services, which have attracted retail shoppers to register on the GETBATS website and mobile app as Members in order to earn cash rebates for shopping online and offline. As the number of Members grows and sales of the existing Merchants increase, more retail merchants are willing to cooperate with us. As of September 30, 2021 and 2020, the GETBATS website and mobile app had 514,167 and 66,580 Members, respectively, and 723 and 478 Merchants, respectively. During the fiscal years ended September 30, 2021 and 2020, we facilitated 295,393 and 1,759 transactions through the GETBATS website and mobile app, respectively. We generate revenue by keeping an agreed-upon portion of the cash rebates offered by Merchants on the GETBATS website and mobile app.

Making use of the vast Member and Merchant data we have collected from the GETBATS website and mobile app, we help advertisers design, optimize, and distribute advertisements through online and digital channels. We primarily distribute advertisements through (i) our SEEBATS website and mobile app, on which viewers can watch movies and television series for free through OTT streaming, which is a means of providing television and film content over the Internet at the request and to suit the requirements of the individual consumer, (ii) our GETBATS website and mobile app to its Members, and (iii) social media, mainly consisting of accounts of influencers and bloggers. During the fiscal years ended September 30, 2021 and 2020, we served 25 and two advertisers, respectively. We generate revenue through service fees charged to the advertisers.

To diversify our revenue sources and supplement our cash rebate and digital advertising service businesses, we started to provide payment solution services to merchants in May 2021 by referring them to VE Services for payment processing. Pursuant to the Appointment Letter with VE Services, we serve as its independent merchant recruitment and onboarding agent and refer merchants to VE Services for payment processing. We referred 11 merchants to VE Services during the fiscal year ended September 30, 2021. We generate insignificant revenue through commissions from VE Services for our referrals and such revenue has been reported as revenue from a related party in our consolidated financial statements.

For the fiscal years ended September 30, 2021 and 2020, we had total revenue of $3,166,228 and $153,863, respectively, and net income of $1,447,650 and a net loss of $205,154, respectively. Revenue derived from digital advertising services accounted for approximately 99.75% and 99.53% of our total revenue for those fiscal years, respectively. Revenue derived from cash rebate services accounted for approximately 0.20% and 0.47% of our total revenue for those fiscal years, respectively. Revenue derived from payment solution services accounted for approximately 0.05% and 0.00% of our total revenue for those fiscal years, respectively.

For the fiscal years ended September 30, 2021 and 2020, approximately 99.95% and 100.00% of our revenue was generated from providing services to third-party customers, respectively, and only approximately 0.05% and 0.00% of our revenue was generated from providing payment solution services to a related-party customer, respectively.

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Key Factors that Affect Our Results of Operations

We believe the following key factors may affect our financial condition and results of operations:

Our Ability to Retain and Expand Our Merchant and Member Bases

Our revenue growth largely depends on our ability to retain our current Members and Merchants and attract new Members and Merchants effectively, including our ability to form relationships with and manage an increasing number of Members and Merchants. In order to maintain the high growth momentum of our business, we must continuously dedicate significant resources to our Member and Merchant acquisition efforts. If we are unable to attract new Members and Merchants to register with us or if our current Members and Merchants do not continue to use our services, we may be unable to increase our revenue as we expect, and our business and results of operations may be adversely affected.

Our Ability to Increase Awareness of Our Brands and Develop Customer Loyalty

Our brands are integral to our sales and marketing efforts. We believe that maintaining and enhancing our brand name recognition in a cost-effective manner is critical to achieving widespread acceptance of our current and future service offerings and is an important element in our effort to expand our Member and Merchant bases. Successful promotion of our brand name will depend largely on our marketing efforts and our ability to provide reliable and quality services at competitive prices. Brand promotion activities may not necessarily yield increased revenue, and even if they do, any increased revenue may not offset the expenses we will incur in marketing activities. If we fail to successfully promote and maintain our brands, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may fail to attract new Members and Merchants or retain our existing Members and Merchants, in which case our business, operating results, and financial condition would be materially and adversely affected.

Number of Advertisers for Our Digital Advertising Services and Our Service Fees Charged

Substantially all of our revenue is derived from providing digital advertising services to advertisers. Some of these advertisers have also registered through our GETBATS website and mobile app as Merchants. Our digital advertising services are designed to help advertisers drive consumer demand, increase sales, and achieve operating efficiencies. Thus, our relationships with advertisers primarily depend on our ability to deliver quality digital advertising services at attractive prices. If advertisers are dissatisfied with the effectiveness of the advertising campaigns run through our digital channels, they may stop purchasing our digital advertising services or decrease the amount they are willing to spend on marketing campaigns and promotional activities. For the fiscal year ended September 30, 2021, we provided digital advertising services to 25 advertisers, among which 13 had registered with us as Merchants as of September 30, 2021 and the remaining 12 advertisers did not. For the fiscal year ended September 30, 2020, we provided digital advertising services to two advertisers, none of which registered with us as Merchants. For the fiscal year ended September 30, 2021, three advertisers accounted for approximately 21.7%, 10.8%, and 10.8% of our total revenue, respectively. For the fiscal year ended September 30, 2020, one advertiser accounted for approximately 91.6% of our total revenue. Our dependence on a small number of advertisers for our digital advertising services could expose us to the risk of substantial losses if a single advertiser stops purchasing our digital advertising services, decreases its advertising spending, or goes out of business and we cannot find substitute customers on equivalent terms. If any of our significant customers reduces advertising spending or stops purchasing digital advertising services from us, our net revenue could be materially and adversely affected. However, as we plan to increase our marketing efforts to expand our advertiser network and provide digital advertising services to advertisers in other countries in Southeast Asia, we believe such customer concentration will diminish in the foreseeable future.

In addition, our results of operations are directly affected by the level of service fees we charge to advertisers. We determine the service fees based on services provided to each advertiser to satisfy its needs. Demand for our services is sensitive to prices. Many factors, including our advertisers’ satisfaction or dissatisfaction with our services, the cost of our services and the cost of services offered by our competitors, reductions in our advertisers’ spending levels, or the introduction by competitors of attractive advertising features and functionality, can significantly affect our pricing strategies. There can be no assurance that we will not be forced to engage in price-cutting initiatives, or to increase our advertising and other expenses to attract and retain advertisers in response to competitive pressures, either of which could have a material adverse effect on our revenue, operating results, and resources.

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Our Ability to Increase the Transaction Volume under the Cash Rebate Programs Offered by Merchants

We utilize our GETBATS website and mobile app to connect Merchants and Members and facilitate Members to purchase consumer products or services from Merchants online and offline under cash rebate programs offered by Merchants. Our revenue from cash rebate services is largely affected by the volume of transactions facilitated by us between Members and Merchants. The level of our rebate service revenue depends upon many factors, including our ability to attract Merchants that are prepared to offer products or services with compelling cash rebates through our website and mobile app, to provide our Members with a great cash rebate experience, and to manage an increasing number of Members and Merchants and optimize our Members and Merchants network. If our marketing efforts fail to convince Members to use the cash rebate programs, or if we are unable to increase the volume of transactions, our net revenue would decline and our growth prospects would be severely impaired.

Our Ability to Expand our Payment Solution Service Business

We started to generate revenue from our payment solution service business in May 2021. Our revenue growth in this business largely depends on our ability to expand our network with more third-party payment service providers and refer more merchants to them to process the payments and our ability to keep pace with the new technological trends and advances in the payment area. If we are unable to attract new merchant users in sufficient numbers or if we fail to maintain long-term business partnership with third-party payment service providers, our payment solution service business may not be successful. As a result, our business, financial condition, and results of operations may be adversely affected.

Our Ability to Control Costs and Expenses and Improve Our Operating Efficiency

Our business growth is dependent on our ability to improve our operating efficiency, which is determined by our abilities to monitor and adjust costs and expenses. Specifically, we consider our ability to monitor and adjust staffing costs (including payroll and employee benefit expenses) and administrative expenses essential to the success of our business. As our Member and Merchant bases expand, if we enter into more service agreements with customers for our digital advertising services and payment solution services, or if we facilitate more transactions between Members and Merchants under the cash rebate program arrangements, our staffing costs are likely to rise. If our staffing costs and administrative expenses exceed our estimated budget and we are unable to increase our revenue as expected, our operational efficiency might decrease, having an adverse impact on our business, results of operation, and financial condition.

Our Geographic Concentration in Malaysia

Our main operations are located in Malaysia. Accordingly, our business, financial condition, and results of operations may be influenced by changes in political, economic, social, regulatory, and legal environments in Malaysia, as well as by the general state of the economy in Malaysia. Although we have not experienced losses from these situations and believe that we are in compliance with existing laws and regulations, such experience may not be indicative of future results.

Our Ability to Compete Successfully

The cash rebates industry and the digital advertising industry in Malaysia are rapidly evolving and highly competitive, and we expect competition in these industries to persist and intensify. We face competition in each of our service segments. With respect to cash rebate services, we primarily compete with other cash rebate platforms. With respect to digital advertising services, we compete directly with other digital advertising service providers in terms of brand recognition, quality of services, effectiveness of sales and marketing efforts, creativity in design and content of advertisements, pricing and discount policies, and hiring and retention of talented staff. We also face competition from other types of advertising media, such as newspapers, magazines, yellow pages, billboards, television, and radio. Significant competition could reduce our operating margins and profitability and result in a loss of market share. Some of our existing and potential competitors may have competitive advantages, such as significantly greater brand recognition and financial, marketing, or other resources that may be devoted to the development, promotion, sales, and support of their platforms. Significant competition could lead to lower prices and decreased revenue, gross margins, and profits, any of which could have a material and adverse effect on our results of operations.

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COVID-19 Pandemic Affecting Our Results of Operations

Our operations may be further affected by the ongoing COVID-19 pandemic. In response to the COVID-19 pandemic, Malaysia has been put through various stages of lockdowns, quarantines, travel restrictions, and the temporary closure of stores and facilities nationwide, and most business sectors were only allowed to operate under strict rules and standard operating procedures mandated by the government of Malaysia. Substantially all of our revenue is concentrated in Malaysia. Consequently, our results of operations may be adversely and materially affected, to the extent that the COVID-19 pandemic or any other epidemic harms the Malaysian economy and global economy in general. The COVID-19 pandemic has adversely affected our business operations. Specifically, significant governmental measures implemented by the Malaysian government, including various stages of lockdowns, closures, quarantines, and travel bans, led to the store closure of some of our offline Merchants. As a result, our cash rebate service business was negatively affected to a certain extent, because the number of offline sales transactions between retail shoppers and retail merchants facilitated by us did not grow as much as we expected, leading to a lower amount of cash rebate service revenue than we expected during the fiscal years ended September 30, 2021 and 2020. However, our digital advertising service revenue was not significantly affected by the COVID-19 pandemic, because more people have opted to use various online services since the beginning of the COVID-19 pandemic. As more advertisers used our digital advertising services through our websites and mobile apps and third-party social media channels to target their audiences, our revenue from digital advertising services increased significantly from fiscal year 2020 to fiscal year 2021. However, any resurgence of the COVID-19 pandemic could negatively affect the execution of customer contracts and the collection of customer payments. The extent of any future impact of the COVID-19 pandemic on our business is still highly uncertain and cannot be predicted as of the date of this prospectus. Any potential impact to our operating results will depend, to a large extent, on future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities to contain the spread of the COVID-19 pandemic, almost all of which are beyond our control.

Key Financial Performance Indicators

In assessing our financial performance, we consider a variety of financial performance measures, including the number of customers for our services, the service fees we charge, our ability to collect the service fees in a timely manner, and our ability to improve our operating efficiency over time. We timely review these indicators to respond promptly to competitive market conditions and different demands and preferences from our customers. The key measures that we use to evaluate the performance of our business are set forth below and are discussed in greater detail under “Results of Operations.”

	For the fiscal years ended September 30,
	2021			2020
	% of total revenue
Revenue from digital advertising services		99.75	%		99.53	%
Revenue from cash rebate services		0.20	%		0.47	%
Revenue from payment solution services		0.05	%		0.00	%
Total operating revenue		100.00	%		100.00	%
Number of advertisers for digital advertising services
Number of repeat advertisers		2			-
Number of new advertisers		23			2
Total number of advertisers		25			2
Average advertising spending per advertiser	$	126,341		$	76,573
Number of Merchants offering cash rebates		63			32
Number of Members who received cash rebates		3,418			532
Number of sales transactions facilitated under the cash rebate programs		295,393			1,759
Total sales transaction amount facilitated under the cash rebate programs	$	2,501,913		$	74,867
Total cash rebates offered by Merchants	$	36,087		$	5,479
Number of merchants for payment solution services		11			-

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Revenue

Revenue from digital advertising services accounted for approximately 99.75% and 99.53% of our total revenue for the fiscal years ended September 30, 2021 and 2020, respectively. Our digital advertising services are to (i) provide advertisement design and consultation services to help advertisers precisely shape their digital advertising strategies and optimize the design, content, and layout of their advertisements and (ii) the displaying of advertisers’ advertisements of products and services on our websites and mobile apps and third-party social media channels over a particular period of time and in a variety of forms, such as logos, banners, push notifications, and posts by accounts of influencers and bloggers, in order to help advertisers promote their products and services and enhance their brand awareness. This allows the advertisers to connect with our Members who are likely to have demand for the products and services provided by the advertisers. Our digital advertising service fees are determined by the different levels of design and consultation services requested by the advertisers and are dependent on the service scope and duration of the advertisement display period. Advertisement engagement with larger scope and longer duration normally requires us to put in more efforts to manage the workflow in order to satisfy our contracted performance obligations, for which we charge higher digital advertising service fees than those with shorter durations and smaller scope. Depending on the service mix, our average digital advertising service fee may be different for each reporting period. Our advertisement design and consultation services are normally rendered within a short period of time, ranging from a few days to a month. Our stand-alone selling price ranges from approximately $2,400 to approximately $10,000 for each of the service commitments for advertisement design and consultation services, including advice on advertising strategies, customization and optimization of the desired content, length, color tone, layout, format, and presentation of the ads. Advertisers may elect to use any agreed-upon combination of services in one package, depending on their specific needs. For advertisements display through logos, banners, push notifications, and posts by accounts of influencers and bloggers, the advertisement display duration normally ranges from a few weeks up to a few months. Depending on different advertisement distribution channels and the duration of the advertisement display, we charge digital advertising service fees in the range of approximately $5,000 to approximately $240,000 for designated services.

Revenue from cash rebate services accounted for approximately 0.20% and 0.47% of our total revenue for the fiscal years ended September 30, 2021 and 2020, respectively. We utilize our GETBATS website and mobile app to connect Merchants and Members and facilitate Members to purchase consumer products or services from Merchants online and offline under cash rebate programs offered by Merchants. Total cash rebates offered by Merchants range approximately from 0.25% to 25% based on the sales price of the products or services, among which approximately 86% of such cash rebates are awarded to Members, and we are entitled to receive and retain the remaining approximately 14% as rebate revenue for facilitating the online and offline sales transactions. We merely act as an agent in this type of transaction. Our revenue from cash rebate services is largely affected by the volume of the sales transactions facilitated by us through our GETBATS website and mobile app.

Revenue from payment solution services accounted for approximately 0.05% and 0.00% of our total revenue for the fiscal years ended September 30, 2021 and 2020, respectively. In May 2021, we started to provide payment solution services to merchants by referring them to VE Services for payment processing. VE Services first charges the merchants a service fee, with such fee rate ranging from 1.50% to 2.50% based on the processed payment amount and payment processing method used, and we are entitled to receive a portion of the service fees as commissions for our referrals. The commission rate ranges from 0.15% to 0.525% based on the total service fees collected by VE Services from merchants referred by us, with an average commission rate of approximately 0.338% for the fiscal year ended September 30, 2021.

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Operating Costs

Our operating costs primarily consist of costs incurred to conduct our business, marketing expenses, and general and administrative expenses. Our operating costs primarily include employee salaries, welfare, website and facility maintenance expenses, marketing and promotional expenses, and professional fees.

Results of Operations

The following table summarizes the results of our operations during the fiscal years ended September 30, 2021 and 2020, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such years.

	For the fiscal years ended September 30,
	2021					2020						Variances
	Amount		% of total revenue			Amount			% of total revenue			Amount		%
Revenue
Revenue from digital advertising service	$	3,158,520		99.75	%	$	153,145			99.53	%	$	3,005,375		1962.44	%
Revenue from cash rebate services		6,214		0.20	%		718			0.47	%		5,496		765.46	%
Revenue from payment solution services – related party		1,494		0.05	%		-			0.00	%		1,494		100.00	%
Total operating revenue		3,166,228		100.00	%		153,863			100.00	%		3,012,365		1957.82	%
Operating costs
Cost, selling, general and administrative expenses		1,026,339		32.42	%		344,026			223.59	%		682,313		198.33	%
Total operating costs		1,026,339		32.42	%		344,026			223.59	%		682,313		198.33	%
Income (loss) from operations		2,139,889		67.58	%		(190,163	)		-123.59	%		2,330,052		-1225.29	%
Other income
Other income(expenses), net		166		0.01	%		-			0.00	%		166		100.00	%
Total other income, net		166		0.01	%		-			0.00	%		166		100.00	%
Income (loss)before income tax		2,140,055		67.59	%		(190,163	)		-123.59	%		2,330,218		-1225.38	%
Provision for income tax expenses		692,405		21.87	%		14,991			9.74	%		677,414		4518.80	%
Net income (loss)	$	1,447,650		45.72	%	$	(205,154	)		-133.34	%	$	1,652,804		-805.64	%

Revenue

Our total revenue increased by $3,012,365, or 1,957.82%, to $3,166,228 for the fiscal year ended September 30, 2021 from $153,863 for the fiscal year ended September 30, 2020. The increase in our revenue was primarily due to increases in the revenue from digital advertising services and from cash rebate services.

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Our different revenue sources for fiscal years 2021 and 2020 were as follows:

	For the fiscal years ended September 30,
	2021					2020					Change
	Amount		%			Amount		%			Amount		%
Revenue by service types:
Revenue from digital advertising services	$	3,158,520		99.75	%	$	153,145		99.53	%	$	3,005,375		1,962.44	%
Revenue from cash rebate services		6,214		0.20	%		718		0.47	%		5,496		765.46	%
Revenue from payment solution services – related party		1,494		0.05	%		-		0.00	%		1,494		100.00	%
Total operating revenue	$	3,166,228		100.00	%	$	153,863		100.00	%	$	3,012,365		1,957.82	%

Revenue from Digital Advertising Services

Our revenue from digital advertising services increased significantly by $3,005,375, or approximately 1,962.44%, from $153,145 in the fiscal year ended September 30, 2020 to $3,158,520 in the fiscal year ended September 30, 2021. The significant increase was due to increases in the number of advertisers and the average advertising spending per advertiser in fiscal year 2021. The total number of advertisers that used our digital advertising services was 25 in fiscal year 2021 (including two repeat advertisers and 23 new advertisers). Among the 25 advertisers, 13 had registered with us as Merchants as of September 30, 2021 and the remaining 12 had not. The total number of advertisers that used our digital advertising services was two in fiscal year 2020 (including 0 repeat advertiser and two new advertisers, who did not register with us as Merchants). The average advertising spending per advertiser was $126,341 and $76,573, for the fiscal years ended September 30, 2021 and 2020, respectively.

During the fiscal year ended September 30, 2021, 11 advertisers used our advertisement design and consultation services and we charged the advertising service fees in the range of approximately $2,400 to $10,000 for designated services. We generated revenue of $384,061 from providing advertisement design and consultation services in fiscal year 2021.

In addition, all 25 advertisers in fiscal year 2021 further used our services for advertisement display on our websites and mobile apps and third-party social media channels. Depending on the different advertisement distribution channels and the duration of the advertisement display, we charged advertising service fees in the range of approximately $5,000 to approximately $240,000 for designated services. Our revenue associated with advertisement display amounted to $2,774,459 (after deducting discount of $147,478) in fiscal year 2021.

In comparison, during the fiscal year ended September 30, 2020, no advertiser used our advertisement design and consultation services. The two advertisers only used our services for advertisement display on our websites and mobile apps and third-party social media channels, and we generated advertising service revenue of $153,145 in fiscal year 2020.

The following table presents the breakdown of our revenue from digital advertising services for the fiscal years ended September 30, 2021 and 2020:

	For the fiscal years ended September 30,
	2021		2020
Advertisement design and consultation services	$	384,061	$	-
Advertisement display services, net of discount of $147,478 and nil, respectively		2,774,459		153,145
Total revenue from digital advertising services, net	$	3,158,520	$	153,145

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Revenue from Cash Rebates Offered by Retail Merchants

Our rebate service revenue increased significantly by approximately 765.46% from $718 in the fiscal year ended September 30, 2020 to $6,214 in the fiscal year ended September 30, 2021. The revenue increased due to the increased number of Merchants offering cash rebates to attract our Members to shop online and offline when total sales transactions facilitated through our GETBATS website and mobile app increased in fiscal year 2021 as compared to fiscal year 2020. For the fiscal year ended September 30, 2021, 63 Merchants offered total cash rebates of $36,087 to attract 3,418 Members to purchase products and services from these Merchants, with a sales transaction amount of $2,501,913. For the fiscal year ended September 30, 2020, 32 Merchants offered total cash rebates of $5,479 to attract 532 Members to purchase products and services from Merchants with a sales transaction amount of $74,867. The number of sales transactions facilitated through our GETBATS website and mobile app was 295,393 in fiscal year 2021 and 1,759 in fiscal year 2020. Cash rebates offered by Merchants to Members were $29,873 and $4,761 for the fiscal years ended September 30, 2021 and 2020, respectively.

Revenue from Payment Solution Services – Related Party

We started to provide payment solution services to merchants in May 2021. During the fiscal year ended September 30, 2021, we referred 11 merchants to VE Services for payment processing and earned commission fees of $1,494. Since VE Services is an entity controlled by one of our beneficial shareholders, our revenue of $1,494 from payment solution services in fiscal year 2021 was reported as revenue from a related party. As we plan to expand our network with more third-party payment service providers and refer more merchants to them to process the payments, we do not expect to derive a substantial amount of payment solution service revenue from related parties in future periods.

Operating Costs

The following table sets forth the breakdown of our operating costs for the fiscal years ended September 30, 2021 and 2020:

	For the fiscal years ended September 30,
	2021					2020					Variances
	Amount		%			Amount		%			Amount			%
Salary and employee benefit expenses	$	191,981		18.71	%	$	41,988		12.21	%	$	149,993			357.23	%
Professional and consulting service fees		365,774		35.64	%		5,172		1.50	%		360,602			6972.20	%
Marketing and promotional expenses		167,803		16.35	%		159,852		46.47	%		7,951			4.97	%
License costs		50,000		4.87	%		60,000		17.44	%		(10,000	)		-16.67	%
Website and facility maintenance expenses		185,757		18.10	%		43,936		12.77	%		141,821			322.79	%
Depreciation		2,568		0.25	%		1,948		0.57	%		620			31.83	%
Utility and office expenses		19,185		1.87	%		3,213		0.93	%		15,972			497.11	%
Business travel and entertainment expenses		6,003		0.58	%		25		0.01	%		5,978			23,912.00	%
Others		37,268		3.63	%		27,892		8.10	%		9,376			33.62	%
Total operating costs	$	1,026,339		100.00	%	$	344,026		100.00	%	$	682,313			198.33	%

Our operating costs accounted for approximately 32.42% and 223.59% of our total revenue for the fiscal years ended September 30, 2021 and 2020, respectively. Although our operating costs as a percentage to our total revenue decreased significantly from 223.59% in fiscal year 2020 to 32.42% in fiscal year 2021 due to significantly increased total revenue, our operating costs increased significantly by $682,313, or approximately 198.33%, from $344,026 in fiscal year 2020 to $1,026,339 in fiscal year 2021. The significant increase was due to the following major reasons:

(1) Our salary and employee benefit expenses increased significantly by $149,993, or approximately 357.23%, from $41,988 in fiscal year 2020 to $191,981 in fiscal year 2021, primarily due to an increased number of employees from four in 2020 to 17 in 2021 in order to handle increased business activities associated with our digital advertising services and cash rebate services.

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(2) Our professional and consulting service fees increased significantly by $360,602, or approximately 6,972.20%, from $5,172 in fiscal year 2020 to $365,774 in fiscal year 2021, primarily due to increased professional expenses we paid to third-party professionals for business strategy and planning purposes and increased audit fees in connection with our proposed IPO.

(3) Our marketing and promotional expenses primarily included expenses incurred to develop members, merchants, and advertisers, and to broaden our brand awareness. Our marketing and promotional expenses slightly increased by $7,951, or approximately 4.97%, from $159,852 in fiscal year 2020 to $167,803 in fiscal year 2021, the increase was a result of our increased marketing efforts to develop new merchants and advertisers for our services.

(4)	License costs represented service fees paid to third-party content providers to license movies and television series and put such licensed movies and television series on our SEEBATS website and mobile app to drive traffic. License costs decreased by $10,000, from $60,000 in fiscal year 2020 to $50,000 in fiscal year 2021, because we paid a higher amount of service fees to third-party content providers in fiscal year 2020 as compared to fiscal year 2021. On July 29, 2019 and August 5, 2019, we entered into a Distribution and Ad Sales Deal Agreement with third-party content providers Dooya Media Group (“DMG”) and Super Runway Inc. (“SRI”), respectively, in order to license movies and television series from them and put such licensed movies and television series on our SEEBATS website and mobile app to drive traffic. Pursuant to these agreements, each with effective terms from August 2019 to July 31, 2021, we were required to pay a flat fee of $10,000 and a monthly fee of $2,500 to DMG and a monthly fee of $2,500 to SRI. See “Business—Digital Advertising Services—Ads Distribution Channels— Distribution through Our SEEBATS Website and Mobile App” for more details.
(5)	Website and facility maintenance expenses increased significantly by $141,821, or approximately 322.79%, from $43,936 in fiscal year 2020 to $185,757 in fiscal year 2021. In order to carry out businesses, we use (i) the GETBATS website and mobile app to connect our Members and Merchants and (ii) our websites and mobile apps and third-party social media channels to provide digital advertising services to advertisers. As of September 30, 2021 and 2020, there were an aggregate of 514,167 and 66,580 retail shoppers registered with us as Members and 723 and 478 retail merchants registered with us as Merchants, respectively. Due to the increased number of Members and Merchants registered with us for our cash rebate and digital advertising services during fiscal year 2021, we incurred higher website and facility maintenance expenses to support our expanded business activities. In order to support our business activities, we also conduct research and development activities to optimize and implement our websites and mobile apps (such as leveraging browser caching, improving server response time, removing render-blocking JavaScript, reducing redirects, and optimizing images), to improve their performance and drive more traffic. Research and development costs are expensed as incurred. Research and development expenses included in website and facility maintenance expenses amounted to $147,296 and $38,925 for the fiscal years ended September 30, 2021 and 2020, respectively.
(6)	Utility and office expenses increased significantly by $15,972, or approximately 497.11%, from $3,213 in fiscal year 2020 to $19,185 in fiscal year 2021, primarily due to increased utility and office supply expenses incurred when we leased a new office in fiscal year 2021.

We expect our overall operating costs, including marketing expenses, salaries, and professional and business consulting expenses, to continue to increase in the foreseeable future, as we plan to hire additional personnel and incur additional expenses in connection with the expansion of our business operations. We expect our professional fees for legal, audit, and advisory services to increase when we become a public company upon the completion of this offering.

Provision for Income Taxes

Our provision for income taxes was $692,405 in fiscal year ended September 30, 2021, a significant increase of $677,414 from $14,991 in fiscal year ended September 30, 2020, primarily due to our increased taxable income generated from our digital advertising services. Our subsidiaries Starbox Berhad, StarboxGB, StarboxSB, and StarboxPB are governed by the income tax laws of Malaysia. The income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations, and practices. Under the Income Tax Act of Malaysia, enterprises incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate, while preferential tax rates, tax holidays, and tax exemptions may be granted on a case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of MYR2,500,000 or less, and gross income of not more than MYR50 million) is 17% for the first MYR600,000 (or approximately $150,000) taxable income for the fiscal years ended September 30, 2021 and 2020, with the remaining balance being taxed at the 24% rate. For the fiscal years ended September 30, 2021 and 2020, the tax saving as the result of the favorable tax rates and tax exemption amounted to $10,183 and $(13,311), respectively, and per share effect of the favorable tax rate and tax exemption was $0.00 and $(0.00), respectively. Other than StarboxSB, which generated taxable income through providing digital advertising services to customers, Starbox Berhad, StarboxGB, and StarboxPB have each reported recurring operating losses since their inception. Management concluded that the chances for these three entities that suffered recurring losses in prior periods to become profitable in the foreseeable future and to utilize their net operating loss carry forwards were remote. Accordingly, we provided valuation allowance of $137,932 and $40,949 for the deferred tax assets of these subsidiaries for the fiscal years ended September 30, 2021 and 2020, respectively.

Net Income

As a result of the foregoing, we reported net income of $1,447,650 for the fiscal year ended September 30, 2021, representing a significant increase of $1,652,804 from a net loss of $205,154 for the fiscal year ended September 30, 2020.

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Liquidity and Capital Resources

We were incorporated in the Cayman Islands as a holding company and our Cayman Islands holding company did not have active business operations as of September 30, 2021 and as of the date of this prospectus. Our consolidated assets and liabilities and consolidated revenue and net income are the operation results of our subsidiaries in Malaysia. Our Malaysian subsidiaries’ ability to transfer funds to us in the form of loans or advances or cash dividends is not materially restricted by regulatory provisions in accordance with laws and regulations in Malaysia. Our subsidiaries in Malaysia are free to remit divestment proceeds, profits, dividends, or any income arising from our investment in Malaysia, as long as the payment is made in foreign currency, instead of Malaysian Ringgit, and in accordance with the Foreign Exchange Notices issued by the Bank Negara Malaysia (the Central Bank of Malaysia). As of September 30, 2021 and 2020, none of the net assets of our consolidated subsidiaries in Malaysia were restricted net assets and there were no funds transferred from our Malaysia subsidiaries to us in the form of loans, advances, or cash dividends during the fiscal years ended September 30, 2021 and 2020.

As of September 30, 2021 and as of the date of this prospectus, there were no cash transfers between our Cayman Islands holding company and our subsidiaries in Malaysia, in terms of loans or advances or cash dividends. Funds were transferred among our Malaysian subsidiaries, Starbox Berhad, StarboxGB, StarboxSB, and StarboxPB, as intercompany loans, and used for working capital purposes and amounted to approximately $0.48 million and $Nil during the fiscal years ended September 30, 2021 and 2020, respectively. We have not been notified of any restrictions which could limit our Malaysian subsidiaries’ ability to transfer cash among one another.

As of September 30, 2021, we had $2,295,277 in cash and cash on hand as compared to $371,252 as of September 30, 2020. We also had $1,362,417 and $281,593 in accounts receivable as of September 30, 2021 and September 30, 2020, respectively. Our accounts receivable included balances due from advertisers for digital advertising services rendered, where our performance obligations had been satisfied and our fees had been billed but had not been collected as of the balance sheet date. Approximately 99.9% of both the September 30, 2021 and 2020 accounts receivable balances have been collected as of the date of this prospectus. The following table summarizes our outstanding accounts receivable and subsequent collection by aging bucket:

Accounts Receivable by aging bucket	Balance as of September 30, 2021		Subsequent collection		% of subsequent collection
Less than 6 months	$	1,362,342	$	1,362,289		99.9	%
From 7 to 9 months		12		-		0.0	%
From 10 to 12 months		-		-		0.0	%
Over 1 year		63		47		74.6	%
Total gross accounts receivable		1,362,417		1,362,336		99.9	%
Allowance for doubtful accounts		-		-		-
Accounts Receivable, net	$	1,362,417	$	1,362,336		99.9	%

Accounts Receivable by aging bucket	Balance as of September 30, 2020		Subsequent collection		% of subsequent collection
Less than 6 months	$	208,218	$	208,061		99.9	%
From 7 to 9 months		73,375		73,359		99.9	%
From 10 to 12 months		-		-		-	%
Over 1 year		-		-		-	%
Total gross accounts receivable		281,593		281,419		99.9	%
Allowance for doubtful accounts		-		-		-
Accounts Receivable, net	$	281,593	$	281,419		99.9	%

As of September 30, 2021, we had deferred revenue of $800,492, which primarily consisted of digital advertising service fees received from customers before we perform the services. Such balance represented service consideration received in advance for our performance obligations that were not satisfied at the end of the year. Due to the generally short-term duration of the contracts, the majority of our unfulfilled performance obligations are satisfied in the following reporting period.

As of September 30, 2021, we had taxes payable of $874,834, due to our increased taxable income. We have made partial payment to settle the September 30, 2021 taxes payable balance during January to March 2022 and we originally planned to fully settle the remaining tax liabilities with local tax authorities before May 2022 when we file the 2021 annual tax returns. Due to the extension of the 2021 annual tax return filing deadline to August 31, 2022, we now expect to fully settle the remaining tax liabilities by July 2022. We plan to use our cash on hand and cash generated from our operations to settle our current tax liabilities.

The balance due to a related party was $756,478 as of September 30, 2021, representing a loan advance from Choo Keam Hui, our former director and one of the directors of Starbox Berhad, and was used as working capital during our normal course of business. Such advance was non-interest bearing and due on demand.

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As of September 30, 2021, our working capital balance amounted to approximately $1.2 million. In assessing our liquidity, management monitors and analyzes our cash on-hand, our ability to generate sufficient revenue in the future, and our operating and capital expenditure commitments.

To further grow our advertiser, member, and merchant bases and increase our future revenue and cash flows, we plan to selectively launch our cash rebate and digital advertising services in other countries in Southeast Asia during the next three years, starting from markets such as the Philippines, Thailand, and Indonesia. We intend to focus on expanding into the Philippines and Thailand between July 2022 and June 2023 and become operational in these countries around April to June 2023 and to further expand into Indonesia, Brunei, Singapore, and other countries in Southeast Asia between July 2023 and June 2025.

To accomplish such expansion plan, we will need to establish representative offices or appoint local partners, hire new sales, marketing, and support personnel in the countries in which we will launch our services, improve or upgrade our websites and mobile apps to adapt to local languages and cultures, and promote our brands in these countries. We estimate the total related capital investment and expenditures to be approximately $12 million, among which approximately $2 million will be required within the next 12 months to support our expansion into the Philippines and Thailand, based on management’s best estimate as of the date of this prospectus. We will also need approximately $0.87 million to fully settle our September 30, 2021 tax liabilities, making the total estimated required capital expenditure within the next 12 months to be approximately $3 million. Currently, we plan to use our own cash to support our short-term business growth goal. We believe that our current cash and cash flows provided by operating activities will be sufficient to meet our working capital needs in the next 12 months from the date of this prospectus.

However, we may incur additional capital needs in the long term and we may use part of the proceeds from this offering to support our long-term business expansion. We may also seek additional financing, to the extent required, and there can be no assurance that such financing will be available on favorable terms, or at all. All of our business expansion endeavors involve risks and will require significant management, human resources, and capital expenditure. There is no assurance that the investment to be made by us as contemplated under our future plans will be successful and generate the expected return. If we are not able to manage our growth or execute our strategies effectively, or at all, our business, results of operations, and prospects may be materially and adversely affected. See “Risk Factors—Risks Related to Our Business and Industry—If we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our advertisers” and “Risk Factors—Risks Related to Our Business and Industry—We may be unsuccessful in expanding and operating our business internationally, which could adversely affect our results of operations.”

The following table sets forth summary of our cash flows for the fiscal years indicated:

	For the Fiscal Years Ended September 30,
	2021			2020
Net cash provided by (used in) operating activities	$	1,883,895		$	(342,348	)
Net cash used in investing activities		(5,203	)		(8,198	)
Net cash provided by financing activities		74,125			707,064
Effect of exchange rate change on cash and restricted cash		(28,792	)		5,102
Net increase in cash		1,924,025			361,620
Cash, beginning of year		371,252			9,632
Cash, end of year	$	2,295,277		$	371,252

Operating Activities

Net cash provided by operating activities was $1,883,895 for the fiscal year ended September 30, 2021, and primarily consisted of the following:

● net income of $1,447,650 for the year;

● an increase in accounts receivable of $1,100,053. Our accounts receivable included balances due from customers for digital advertising services, cash rebate services, and payment solution services rendered, where our performance obligations had been satisfied, and our fees had been billed but had not been collected as of the balance sheet dates. Approximately 99.9% of the September 30, 2021 accounts receivable balance has been collected as of the date of this prospectus;

● an increase in outstanding taxes payable of $870,528 due to our increased taxable income. We plan to fully settle the tax liabilities with local tax authorities by July 2022; and

● an increase in deferred revenue of $688,979. Our customers are typically required to make certain prepayments to us before we provide digital advertising services to them. We record such prepayment as deferred revenue when our performance obligations associated with the delivery of digital advertising services to customers had not been satisfied as of the balance sheet date. Due to the generally short-term duration of the contracts, the majority of our unfulfilled performance obligations are satisfied in the following reporting period.

Net cash used in operating activities was $342,348 for the fiscal year ended September 30, 2020, and primarily consisted of:

● a net loss of $205,154 for the year;

● an increase in accounts receivable of $277,543. 100% of the September 30, 2020 accounts receivable balance has been collected as of the date of this prospectus; and

● an increase in deferred revenue of $120,961.

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Investing Activities

Cash used in investing activities was $5,203 for the fiscal year ended September 30, 2021, which primarily included purchases of property and equipment of $5,203 and cash advances made to Zenapp Sdn Bhd (“Zenapp”), an entity previously controlled by Choo Keam Hui, our former director and one of the directors of Starbox Berhad, of $387,945, offset by a collection of cash advances to Zenapp of $387,945 during the year.

Cash used in investing activities was $8,198 for the fiscal year ended September 30, 2020, which was primarily related to purchases of property and equipment in the same amount.

Financing Activities

Cash provided by financing activities was $74,125 for the fiscal year ended September 30, 2021, consisted of capital contributions from shareholders of $200,000 and repayment of borrowings from Zenapp of $125,875.

Cash provided by financing activities amounted to $707,064 for the fiscal year ended September 30, 2020, consisted of borrowings from Zenapp of $707,064 to support our working capital needs.

Contractual Obligation and Off-Balance Sheet Arrangements

Contractual Obligations

Prior to August 2021, we had not directly entered into any office lease agreements. The lease expenses were paid by Zenapp on behalf of us, with an estimated amount of $4,200 for the fiscal year ended September 30, 2020, and approximately $3,850 for the period from October 2020 to August 2021. On August 20, 2021, our main operating subsidiaries in Malaysia started to lease office spaces from Zenapp, with an aggregate area of approximately 4,800 square feet, pursuant to three sub-tenancy agreements, each with a lease term from September 1, 2021 to August 31, 2023, and monthly rent of MYR10,000 (approximately $2,424). The sub-tenancy agreements may be renewed for successive two-year terms. The operating lease expenses for the fiscal year ended September 30, 2021 were $7,274.

The following tables summarize our contractual obligations as of September 30, 2021.

12 months ending September 30,	Lease payment
2022	$	85,982
2023		85,982
2024		85,982
2025		78,817
Total future minimum lease payments		336,763
Less: imputed interest		(31,499	)
Total	$	305,264

Off-balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2021 and 2020.

Trend Information

Other than as disclosed elsewhere in this prospectus, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenue, income from continuing operations, profitability, liquidity, or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

Inflation

Inflation does not materially affect our business or the results of our operations.

Seasonality

Our revenue, cash flow, operating results, and other key operating and performance metrics may vary from quarter to quarter, due to the seasonal nature of our advertisers’ budgets and spending on advertising campaigns. For example, advertising spending tends to rise in holiday seasons with consumer holiday spending, or closer to end-of-year in fulfilment of their annual advertising budgets, which may lead to an increase in our revenue and cash flow during such periods. Moreover, advertising inventory in holiday seasons may be more expensive, due to increased demand for advertising inventory. While our historical revenue growth may have, to some extent, masked the impact of seasonality, if our growth rate declines or seasonal spending becomes more pronounced, seasonality could have a material impact on our revenue, cash flow, and operating results from period to period.

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Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe that the critical accounting policies as disclosed in this prospectus reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. Further, we elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements.

The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:

Uses of Estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include the valuation of accounts receivable, useful lives of property and equipment, the recoverability of long-lived assets and investments, provision necessary for contingent liabilities and revenue recognition. Actual results could differ from those estimates.

Accounts Receivable, Net

Accounts receivable primarily consist of service fees generated from providing digital advertising services and payment solution services to retail merchants.

Accounts receivable are presented net of allowance for doubtful accounts. We determine the adequacy of allowance for doubtful accounts based on individual account analysis, historical collection trend, and best estimate of specific losses on individual exposures. We establish a provision for doubtful receivables when there is objective evidence that we may not be able to collect the amounts due. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of September 30, 2021 and 2020, there was no allowance for doubtful accounts recorded, as we consider all of the outstanding accounts receivable fully collectible.

Revenue Recognition

On October 1, 2019, we adopted Accounting Standards Codification (“ASC”) 606 using the modified retrospective approach. The adoption of this standard did not have a material impact on our consolidated financial statements. Therefore, no adjustments to opening retained earnings were necessary.

To determine revenue recognition for contracts with customers, we perform the following five steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance obligation.

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We currently generate our revenue from the following main sources:

Revenue from Digital Advertising Services

Our digital advertising service revenue is derived principally from advertising contracts with advertisers, which allow customers to place advertisements on our websites and mobile apps and third-party social media channels over a particular period of time. The advertising contracts specify the related fees and payment terms and provide evidence of the arrangements. Our digital advertising services are to (i) provide advertisement design and consultation services to help advertisers precisely shape their digital advertising strategies and optimize the design, content, and layout of their advertisements and (ii) the displaying of advertisers’ advertisement products and services on our websites and mobile apps and third-party social media channels over a particular period of time and in a variety of forms, such as logos, banners, push notification, and posts by accounts of influencers and bloggers, to help promote the sales of their products and services and enhance their brand awareness. Advertisers may elect to engage with us for only advertisement display services or both of our advertisement design and consultation services and advertisement display services.

In connection with these digital advertising services, we charge advertisers nonrefundable digital advertising service fees. For advertisement design and consultation services, our stand-alone selling price ranges from approximately $2,400 to approximately $10,000 for each of the service commitments, including advice on advertising strategies, customization and optimization of the desired content, length, color tone, layout, format, and presentation of the ads. Advertisers may elect to use any agreed-upon combination of services in one package, depending on their specific needs. For advertisement display services, we charge advertisers service fees with a range from approximately $5,000 to approximately $240,000, depending on the distribution channels used and the duration of the advertisement display. We act as a principal in providing digital advertising services to customers, have latitude in establishing prices, and are responsible for fulfilling the promise to provide customers the specified services. We recognize revenue for the amount of fees we receive from advertisers, after deducting discounts and net of service taxes under ASC 606.

We identify advertisement design and consultation services and advertisement display services as two separate performance obligations, as each are services that are capable of being distinct and distinct in the context of advertising contracts. Each of the service commitments in advertisement design and consultation services, including advice on advertising strategies, customization and optimization of the desired content, length, color tone, layout, format, and presentation of the ads, are not distinct in the context of advertising contracts, because they are inputs to deliver the combined output of advertisements to be displayed as specified by the customer. Therefore, advertisement design and consultation services are identified as a single performance obligation. We allocate revenue to each performance obligation based on its stand-alone selling price, which is specified in the contracts.

Our advertisement design and consultation services are normally rendered within a short period of time, ranging from a few days to a month. As all the benefits enjoyed by the advertisers can be substantially realized at the time when such design and consultation services are completed, we recognize revenue at the point when designated services are rendered and accepted by the advertisers. We do not provide rights of return, credits or discounts, price protection, or other similar privileges to advertising customers for such services and, accordingly, no variable consideration are included in such services.

The majority of our digital advertising contracts are for the provision of the advertisement displayed on our websites and mobile apps and third-party social media channels for a fixed period of time (ranging from a few weeks to a few months) without a guaranteed minimum impression level. In instances where certain discounts are provided to advertisers for advertisement displays, such discounts are reported as deduction of revenue. Revenue from advertisement display services is recognized over the period the advertisement is displayed. Advances from customers are deferred first and then recognized as revenue upon the completion of the contract. There are no future obligations after the completion of the contract and no rights of refund related to the impression levels.

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Revenue from Cash Rebate Services

We utilize our GETBATS website and mobile app to connect Merchants and Members and facilitate Members to purchase consumer products or services from Merchants online and offline under cash rebate programs offered by Merchants. The total cash rebates offered by Merchants range from 0.25% to 25% based on the sales price of their products or services, among which approximately 86% are awarded to Members, and we are entitled to receive and retain the remaining approximately 14% as rebate revenue for facilitating the sales transactions between Members and Merchants. There is a single performance obligation in the contract, as the performance obligation is to facilitate the sales transaction between Members and Merchants.

We merely act as an agent in this type of transaction. We do not have control of the goods or services facilitated in the sales transaction, have no discretion in establishing prices, and do not have the ability to direct the use of the goods or services to obtain substantially all the benefits. We recognize rebate revenue at the point when Merchants and Members are connected and the sales transactions are facilitated and completed. Revenue is reported net of service taxes.

Revenue from Payment Solution Services – Related Party

In May 2021, we started to provide payment solution services to merchants by referring them to VE Services, an entity controlled by one of our beneficial shareholders, for payment processing. VE Services uses multiple payment methods to process the payments and charges the merchants a service fee ranging from 1.50% to 2.50%, based on the processed payment amount and payment processing methods used, and we are entitled to receive a portion of the service fees as commissions for our referrals. The commission rate ranges from 0.15% to 0.525% based on the total service fees collected by VE Services from the merchants. We merely act as an agent in this type of transaction. We have no discretion in establishing prices and do not have the ability to direct the use of the services to obtain substantially all the benefits. Such revenue is recognized at the point when the payment is processed and our performance obligations are satisfied.

Contract Assets and Liabilities

We did not have contract assets as of September 30, 2021 and 2020.

A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration from the customers. Receipts in advance and deferred revenue, which relate to unsatisfied performance obligations at the end of the period, primarily consist of digital advertising service fees received from customers. Due to the generally short-term duration of the contracts, the majority of the performance obligations are satisfied in the following reporting period. Contract liabilities presented as deferred revenue in the consolidated balance sheets as of September 30, 2021 and 2020 amounted to $800,492 and $122,668, respectively. Revenue recognized for the fiscal years ended September 30, 2021 and 2020 that was included in the contract liabilities balance at the beginning of the period was $122,668 and nil, respectively. Deferred revenue of $800,492 as of September 30, 2021 is expected to be recognized as revenue within the next few months when we perform the designated digital advertising services.

We do not disclose information about remaining performance obligations pertaining to service contracts with an original expected term of one year or less.

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Disaggregation of Revenue

We disaggregate our revenue from contracts by service types, as we believe it best depicts how the nature, amount, timing, and uncertainty of the revenue and cash flows are affected by economic factors. The summary of our disaggregation of revenue by service types for the fiscal years ended September 30, 2021 and 2020 was as follows:

	For the Fiscal Years Ended September 30,
	2021			2020
Revenue from advertising services:
Advertisement design and consultation services	$	384,061		$	-
Advertisement display services		2,921,937			153,145
Gross revenue from advertising services		3,305,998			153,145
Less: discount to customers for advertisement displays		(147,478	)		-
Sub-total of net revenue from advertising services		3,158,520			153,145
Revenue from cash rebate services		6,214			718
Revenue from payment solution services – related party		1,494			-
Total operating revenue	$	3,166,228		$	153,863

Income Tax

We account for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

An uncertain tax position is recognized only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes were incurred during the fiscal years ended September 30, 2021 and 2020. We do not believe there was any uncertain tax provision as of September 30, 2021 and 2020.

Our operating subsidiaries in Malaysia are subject to the income tax laws of Malaysia. No significant income was generated outside Malaysia for the fiscal years ended September 30, 2021 and 2020. As of September 30, 2021, all of the tax returns of our Malaysian subsidiaries remained open for statutory examination by relevant tax authorities.

Recent Accounting Pronouncements

We consider the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

Recently Adopted Accounting Pronouncements

On October 1, 2019, we adopted ASC 606 using the modified retrospective approach. The adoption of this standard did not have a material impact on our consolidated financial statements.

On October 1, 2020, we adopted ASU 2016-02, Leases (Topic 842) (“ASC 842”), using the modified retrospective basis and did not restate comparative periods as permitted under ASU 2018-11. ASC 842 requires that lessees recognize right-of-use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. Upon the adoption of the new guidance on October 1, 2020, we recognized operating lease right-of-use assets and operating lease liabilities of approximately $0.3 million.

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Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and ASU 2019-05, Targeted Transition Relief. In November 2019, the FASB issued ASU 2019-10, which extends the effective date for adoption of ASU 2016-13. In November 2019, the FASB issued ASU 2019-11 to clarify its new credit impairment guidance in ASU 326. Accordingly, for public entities that are not smaller reporting entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an emerging growth company, we plan to adopt this guidance effective October 1, 2023. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our consolidated financial statements.

In December 2020, the FASB issued ASU 2020-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes (“ASU 2020-12”). ASU 2020-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2020-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, with early adoption permitted. We do not expect adoption of the new guidance to have a significant impact on our consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements. The amendments in this ASU represent changes to clarify the ASC or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this ASU affect a wide variety of Topics in the ASC and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public business entities. Early application is permitted. The amendments in this ASU should be applied retrospectively. We are currently evaluating the impact of pending adoption of this ASU on our consolidated financial statements.

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INDUSTRY

All the information and data presented in this section have been derived from the industry report of Frost & Sullivan Limited (“Frost & Sullivan”) commissioned by us in April 2022 entitled “Cash Rebate and Coupon Market and Digital Advertising Market Study in Southeast Asia” (the “Frost & Sullivan Report”) unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

Market Size of E-commerce Industry in Southeast Asia

In 2021, the number of Internet users in Southeast Asia exceeded 480 million, as compared to 315.6 million in 2016. Multiple factors have collectively propelled the development of the e-commerce industry in this region, including the rapid economic development, an increasing Internet penetration rate, and the COVID-19 pandemic, which led to the implementation of various pandemic prevention and control policies, such as social distancing and quarantine measures, and subsequently prompted citizens to switch from brick-and-mortar purchase to e-commerce platform purchase.

The market size of the e-commerce industry in Southeast Asia significantly increased from approximately $9.3 billion to approximately $82.0 billion from 2016 to 2021, representing a compound annual growth rate (“CAGR”) of approximately 72.3%. The thriving development of leading e-commerce platforms, such as Bukalapak and Tokopedia in Indonesia, Qoo10 in Singapore, Lelong in Malaysia, Tiki and Sendo in Vietnam, and PowerBuy and HomePro in Thailand, serves as an impetus to the continuous development of the e-commerce industry. Going forward, the market size of the e-commerce industry in Southeast Asia is expected to attain approximately $234.5 billion in 2026, representing a CAGR of approximately 19.9%.

Source: The Frost & Sullivan Report

Overview of Cash Rebate and Coupon Market in Southeast Asia

Definition and Classification

Cash rebates and coupon are rising trends in the e-commerce market. E-commerce platforms pay cash rebate and coupon service providers a commission for redirecting retail shoppers to their platforms if the redirected retail shoppers make purchases there. Cash rebate and coupon service providers then give a sizeable portion of this commission back to retail shoppers in the form of cash rebates and/or coupons when they make purchases through cash rebate and coupon service providers’ websites, mobile apps, or browser extensions. Offering cash rebates and coupons is on the rise among e-commerce platforms in Southeast Asia.

Cash rebates and coupon serve as a loyalty program that mainly encourages repeat customers by giving back a certain percentage of the amount spent and/or helping them save money on their next purchase. The more retail shoppers spend, the higher the cash rebate rate they earn, and oftentimes the cash rebates earned by retail shoppers can only be used at the merchant that issued the cash rebates. This encourages higher purchase values and incentivizes repeat purchases to use the cash rebates earned, which helps merchants retain customers while enhancing customer experience.

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Through their websites and apps, cash rebate and coupon service providers offer cash rebates and coupons on a wide range of products and services, including groceries, entertainment, dating services, online banking, and flights. Cash rebate sites sometimes have communities of users, who are often savvy buyers willing to share their experience and money-saving tips. This further enhances the shopping experiences of customers.

Market Size

The growing reliance on the Internet and web-based applications and the use of mobile devices has translated into the growth of the e-commerce industry in Southeast Asia. Currently, an increasing number of online shoppers would use cash rebates and coupons to make purchases. The increasing penetration of smartphones and the growing prevalence of mobile payments have made mobile shopping particularly popular, which in turn drives

The growth of the cash rebate and coupon industry in Southeast Asia has been driven by the growth of the e-commerce industry, an increasing smartphone penetration rate, and the growing prevalence of mobile payments in Southeast Asia. In 2021, the market size of the cash rebate and coupon industry in Southeast Asia was approximately $2,132.0 million, representing a CAGR of approximately 58.4% from approximately $213.9 million in 2016. Going forward, cash rebates and coupons are expected to remain powerful incentives for retail shoppers to return and spend more on their favorite online stores. It is expected that the market size of the cash rebate and coupons industry in Southeast Asia would reach approximately $7,035.0 million by 2026, representing a CAGR of approximately 23.1% from 2022 to 2026.

Source: The Frost & Sullivan Report

Overview of Digital Advertising Industry in Southeast Asia

Definition, Classification, and Types of Digital Advertising

With the growing number of Internet users, corporations have placed greater importance on digital advertising. Digital advertising channels, including websites, apps, mobile sites, search engines, and social media platforms, serve as marketing tools for targeting and interacting with specific audience groups directly. The types of digital advertising include (i) display advertising, (ii) social advertising, (iii) third-party redirecting, (iv) search engine marketing, (v) social media management, (vi) online monitoring, (vii) search engine optimization, (viii) app development, (ix) email and instant messaging marketing, and (x) video marketing.

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Source: The Frost & Sullivan Report

Digital advertising enables merchants to expand their reach to different consumers for greater exposure. Combining the data collected from the Internet and each marketing campaign, digital advertising service providers are able to provide valuable feedback to help companies better understand their target market and develop more specific strategies to grow their business.

Unlike traditional marketing services, digital advertising services provide more effective marketing solutions that target and interact with specific audience groups. For example, when Internet users use keywords to search for specific information, these digital advertising services would enable the search result pages to display the relevant information in the most effective and customized manner on the respective platforms, thus resulting in an increase in traffic driven to the advertisers’ websites or marketing campaigns. The types of services offered by digital advertising service providers can be divided into six main categories:

● Search engine marketing: an efficient method in bidding for advertisement spaces on the search result pages to display advertisers’ advertisements, which could be shown in the form of websites and images;

● Search engine optimization: the improvement of rankings of the advertisers’ websites on the organic search result pages;

● Video Internet advertising: the creation and publishing of video advertisements on search engine platforms;

● Social media marketing: the creation and publishing of relevant content on social media platforms, including creating and managing the profile pages of advertisers, online-to-offline marketing campaigns, and regular posting of the latest updates of advertisers;

● Display Internet advertising: the creation and publishing of online banners on search engine platforms; and

● Other types of Internet advertising: the creation and publishing of advertising materials through other Internet media, such as email.

The global market, including Southeast Asia, of search engine platforms is dominated by a handful of market players, with Google being the predominant market leader, followed by Yahoo and Bing. The market of search engine platforms on video content is dominated by YouTube. The market of social media platforms is dominated by Facebook, Instagram, and WeChat. In addition, global tech giants, such as Amazon and Alibaba, have been growing in prevalence in recent years as the search engines for consumer products. More recently, tech giants in China have been active in increasing their presence in the Southeast Asia market through investment activities, demonstrating great potential in this region.

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Value Chain Analysis

The upstream in the value chain of the digital advertising industry consists of merchants that would like to promote their products or services through digital media. As merchants increasingly realize the potential of digital advertising, they have become more willing to spend their marketing budget on digital advertising campaigns in recent years. Global brands usually form a partnership with multinational media agencies to support the brand’s marketing campaigns globally. However, in order to market themselves to the local market effectively, it is common for brands to acquire marketing services from local agencies, due to their local knowledge and expertise.

The midstream in the value chain of the digital advertising industry consists of digital advertising service providers and third-party Internet platforms, such as online search engines, social media platforms, and messenger apps. Digital advertising service providers assist merchants to manage their marketing campaigns and work with different Internet platforms in developing new advertising products and understanding consumers’ evolving needs. After a marketing campaign launches, Internet platforms will be able to provide data to the digital advertising service providers regarding the performances of the marketing campaign.

The downstream in the value chain of the digital advertising industry is Internet users that that actively browse different webpages and social media pages.

Source: The Frost & Sullivan Report

Market Size of Digital Advertising Industry in Southeast Asia

The economic prosperity, favorable regional and local government policies, and the continuous development in network infrastructure serve as an integral impetus to the development of the online business landscape. During the past few years, consumers have been restricted by COVID-19 pandemic prevention and control measures and therefore spent more time and resources on owned-media channels, such as websites, mobile apps, and customer-service channels, while on the supply end there has been a subsequent shift in marketing and advertising spending as merchants diversify their digital marketing across paid and owned media. Besides, as data and analytics are becoming increasingly pivotal in formulating targeted and personalized strategies, the overall structural shifts in consumer behavior and marketing activities have greatly spurred the demand for digital advertising services. As a result, the market size of the digital advertising industry in Southeast Asia increased from approximately $5.3 billion to approximately $10.0 billion from 2016 to 2021, representing a CAGR of approximately 13.4%. Moving forward, it is expected that the online business model will continue to be a growing trend, and the market size of the digital advertising industry in Southeast Asia will reach approximately $15.9 billion in 2026, representing a CAGR of approximately 9.3% from 2022 to 2026. In Malaysia, the market size of the digital advertising industry increased from approximately $0.5 billion to approximately $0.9 billion from 2016 to 2021, representing a CAGR of approximately 18.1%. Given the rising Internet penetration rate and average time spent by customers on online media and the rapid development of various digital platforms in Malaysia, it is expected that the market size of the digital advertising industry in Malaysia will reach approximately $1.5 billion in 2026, representing a CAGR of approximately 10.3%.

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Source: The Frost & Sullivan Report

Market Drivers

Advancement of technologies and analytic tools: While digital advertising service providers provide in-depth insights on formulating digital advertising strategies and execution plans, advanced technologies, such as big data and artificial intelligence, have become integral value-added tools for their daily operations in attaining efficiency and accuracy in terms of service provision. Leading digital advertising service providers are able to leverage artificial intelligence and machine learning to track customers’ information, such as their demographics, locations, purchasing patterns, and preferences, analyze the information collected, and recommend related advertising content to the end customers of merchants. With the aid of cloud-based and automated user analytics, digital advertising companies can differentiate their core audience and evaluate the effectiveness of marketing campaigns, so as to precisely shape their digital advertising strategies and deliver optimized results.

Supportive policies in promoting online eco-system: In December 2021, the Association of Southeast Asian Nations (“ASEAN”) countries entered into the ASEAN Agreement on Electronic Commerce, which has established common principles and rules to promote the growth of e-commerce in the region and to strengthen capacity to implement the corresponding policies. This agreement is intended to facilitate cross-border e-commerce transactions in the region and to establish a favorable environment for e-commerce development. Each member state will cooperate in areas such as information technology infrastructure, electronic payment, and settlement and trade facilitation. The favorable policy underpins the landscape of online platforms, thereby propelling the demand for digital advertising services.

Thriving economic conditions and increasing Internet penetration and usage: The steadily growing economy and transformation of the consumption-driven economy in Southeast Asia has propelled the digital advertising industry in Southeast Asia. The nominal GDP of Southeast Asia has increased steadily from approximately $2,559 billion to approximately $3,355 billion from 2016 to 2021, representing a CAGR of approximately 5.6%. The continuous elevation of income has precipitated an improved living standard and increased consumer spending on various goods and services. Further, the number of Internet users in Southeast Asia reached more than 420 million in 2021, while major economies such as Malaysia, Singapore, Thailand, the Philippines, and Indonesia all have Internet penetration rates exceeding 80%, which reflects significant progress compared with 2016. The increasing number of Internet users has translated into a potential customer base, where digital advertising companies may reach end customers in a more convenient and precise manner.

Emergence of programmatic advertisement buying in digital advertising industry: Programmatic advertisement buying involves automated buying and selling of digital advertising through real-time bidding on demand-side platforms, which are software used by advertisers to buy mobile, search, and video advertisements from a marketplace on which publishers list advertising inventory. Program advertisement buying has enabled digital advertising service providers to leverage data algorithms and insights with the aid of machine learning and artificial intelligence to deliver advertisements to a targeted and specific group of users at the right time. The development of such buy-and-sell programs can enhance operational efficiency, especially in promoting digital advertising campaigns to the right customers and thereby enhancing the profitability of merchants and digital advertising service providers.

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Market Trends

Accessibility and development 5G technology: The fifth-generation technology standard for broadband cellular networks (“5G”) facilitates the data processing and exchange at a higher speed, which results in reduction of Internet load time and traffic delays on Internet devices. As the standard of marketing and advertising has been developing towards more appealing content, such as videos with a higher frame rate, 5G has become conducive to enhancing the promotional effectiveness of such types of advertisement. As a result, the improvement of mobile networks is expected to propel the engagement of customers, as well as the content delivery through Internet platforms, such as social media and search engine platforms, which in turn elevates the value and effectiveness of digital advertising services in Southeast Asia.

Increasing varieties of marketing, such as content marketing and live streaming: In recent years, marketing in Southeast Asia has adopted a variety of new forms. For instance, content marketing, which is a marketing strategy used to attract, engage, and retain an audience by creating and sharing relevant articles, videos, podcasts, and other media, has become more prevalent for digital advertising service providers in generating leads and traffic. In addition, live streaming, which usually involves key opinion consumers, is conducive to reaching target consumers effectively through close engagement and interaction.

User experience-oriented services: User experience design combines different principles, such as visual design, information architecture, interaction design, usability, user search, and content strategy, to understand user needs and create products and services that provide a meaningful experience to customers. Facing an increasing demand for creative and experiential marketing content, digital advertising service providers that offer strategic advice and consultation to advertisers from the perspective of user experience design and are experienced in optimizing the layout of advertisements, are likely to have an advantage over competitors.

Competitive Landscape of Digital Advertising Industry in Southeast Asia

Overall, the digital advertising industry in Southeast Asia is fragmented and competitive with a large number of service providers serving different segments, including search engine marketing, database marketing, social media management, and display advertisement placement. The number of players in the digital advertising market in Southeast Asia is estimated to be approximately over 700.

The majority of local digital advertising providers in Southeast Asia are headquartered in Singapore. Moreover, the robust Singapore consumer market has attracted multinational media agencies to establish their Southeast Asia headquarters in Singapore to expand their businesses in Southeast Asia. As Singapore is the leader of technological innovation in the region, digital advertising providers with an established reputation in Singapore over the years are in a good position to expand into other countries in Southeast Asia. Meanwhile, the current top industry players in other Southeast Asian countries are mostly international firms, which offer multiple types of advertising services on top of digital advertising services, including brand consulting, design, production, and distribution services across different media, such as TV and print, to cater to the traditional advertising services demand. With the increasing prevalence of digital advertising and the cost effectiveness of the advertisers in Singapore attracting attention, advertisers in other Southeast Asian countries, including Malaysia, are likely to attempt to replicate such low advertising cost after seeing the success of digital advertising in Singapore.

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Entry Barriers

Domain knowledge: To derive effective marketing campaign results by search engine marketing, social media marketing, and search engine optimization, advertisers need to adopt different approaches for different industries, particularly in keyword selection and website coding, which are the main tools in achieving effective marketing campaigns. In support of advertisers, digital advertising service providers with expertise in big data analysis of a specific industry could offer valuable insights to new advertisers in related industries. Many digital advertising service providers have also developed in-house expertise in machine learning and artificial intelligence technologies, which allows for targeted marketing and enables them to set themselves apart from new market entrants due to high development costs.

Digital advertising specialists: As many countries in Southeast Asia are still at the beginning stage of adopting digital advertising, specialists with technical knowledge in the coding of websites and apps and experience in collaboration with search engine platforms are in high demand. New entrants to the digital advertising market may have to invest extra efforts in recruiting and training sufficient digital advertising specialists to ensure the consistent quality of their services. It is difficult to recruit experienced digital advertising specialists in Southeast Asia, due to a lack of such talents. As such, new market entrants also have to offer competitive salary packages to compete with existing digital advertising service providers.

Reputation and brand awareness: Many existing digital advertising service providers have established a sound reputation and strong brand awareness with their proven track records, which is hardly achieved by the new market entrants. Advertisers would prioritize well-known digital advertising service providers, since brand awareness and industry recognition are key selection criteria for new advertisers. Therefore, new market entrants to the digital advertising market may find it difficult to compete with existing digital advertising service providers with a strong reputation and brand awareness, which require effort and time to establish.

A proven track record and client portfolios: When selecting a digital advertising service provider, advertisers often evaluate the quality of a service provider’s previous marketing campaigns by checking its client portfolio and inquire about the service provider’s market reputation by discussing with its peers in the industry. Therefore, a lack of proven track records in the industry will create high entry barriers for new market entrants in pitching for new advertisers.

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BUSINESS

Overview

We are building a cash rebate, digital advertising, and payment solution business ecosystem targeting micro, small, and medium enterprises that lack the bandwidth to develop an in-house data management system for effective marketing. Through our subsidiaries in Malaysia, we connect retail merchants with retail shoppers to facilitate transactions through cash rebates offered by retail merchants, provide digital advertising services to advertisers, and provide payment solution services to merchants. Substantially all of our current operations are located in Malaysia.

Our cash rebate business is the foundation of the business ecosystem we are building. We have cooperated with retail merchants, which have registered on the GETBATS website and mobile app as Merchants, to offer cash rebates on their products or services, which have attracted retail shoppers to register on the GETBATS website and mobile app as Members in order to earn cash rebates for shopping online and offline. As the number of Members grows and sales of the existing Merchants increase, more retail merchants are willing to cooperate with us. As of September 30, 2021 and 2020, the GETBATS website and mobile app had 514,167 and 66,580 Members, respectively, and 723 and 478 Merchants, respectively. During the fiscal years ended September 30, 2021 and 2020, we facilitated 295,393 and 1,759 transactions through the GETBATS website and mobile app, respectively. We generate revenue by keeping an agreed-upon portion of the cash rebates offered by Merchants on the GETBATS website and mobile app.

Making use of the vast Member and Merchant data we have collected from the GETBATS website and mobile app, we help advertisers design, optimize, and distribute advertisements through online and digital channels. We primarily distribute advertisements through (i) our SEEBATS website and mobile app, on which viewers can watch movies and television series for free through OTT streaming, which is a means of providing television and film content over the Internet at the request and to suit the requirements of the individual consumer, (ii) our GETBATS website and mobile app to its Members, and (iii) social media, mainly consisting of accounts of influencers and bloggers. During the fiscal years ended September 30, 2021 and 2020, we served 25 and two advertisers, respectively. We generate revenue through service fees charged to the advertisers.

To diversify our revenue sources and supplement our cash rebate and digital advertising service businesses, we started to provide payment solution services to merchants in May 2021 by referring them to VE Services. Pursuant to the Appointment Letter with VE Services, we serve as its independent merchant recruitment and onboarding agent and refer merchants to VE Services for payment processing. We referred 11 merchants to VE Services during the fiscal year ended September 30, 2021. We generate revenue through commissions from VE Services for our referrals.

For the fiscal years ended September 30, 2021 and 2020, we had total revenue of $3,166,228 and $153,863, respectively, and net income of $1,447,650 and a net loss of $205,154, respectively. Revenue derived from digital advertising services accounted for approximately 99.75% and 99.53% of our total revenue for those fiscal years, respectively. Revenue derived from cash rebate services accounted for approximately 0.20% and 0.47% of our total revenue for those fiscal years, respectively. Revenue derived from payment solution services accounted for approximately 0.05% and 0.00% of our total revenue for those fiscal years, respectively.

Competitive Strengths

We believe the following competitive strengths are essential for our success and differentiate us from our competitors:

Business Ecosystem Comprising Cash Rebate, Digital Advertising, and Payment Solution Services

We are developing a business ecosystem in Malaysia comprising three lines of business that are complementary to each other, including (i) a cash rebate business connecting Members to Merchants, (ii) a digital advertising business providing precise and effective digital advertising services to advertisers; and (iii) a payment solution service business, which ecosystem we plan to replicate to other parts of Southeast Asia and eventually globally.

Our business maintains sustainable growth owing to the dynamic and complementary relationships among our GETBATS website and mobile app, our SEEBATS website and mobile app, and our payment solution services. Although currently the revenue from the GETBATS website and mobile app only accounts for a small portion of our overall revenue, they play a crucial and strategic role in our business ecosystem, essentially functioning as a direct database marketing platform that enables us to collect a large amount of data regarding our Merchants and Members and create a composite database of consumer spending behaviors by leveraging our business data analysis system; the SEEBATS website and mobile app, in turn, drive website traffic back to the GETBATS website and mobile app, which have become an increasingly popular cash rebate platform; and our payment solution service business functions as a further supplementary piece to our business ecosystem to ensure the security and convenience of all the transactions conducted therein. As such, we endeavor to provide our advertisers with highly precise and effective digital advertising services while ensuring our Merchant and Members can also benefit from the transactions facilitated by us through our cash rebate system in a more secure payment environment.

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Capability of Providing Targeted Digital Advertising Services by Leveraging Business Data Analysis Technology

The ability to understand market traffic and pair potential consumers with suitable advertisements is key to converting the viewer’s interest into a purchase, thus enhancing the return of investment of marketing expenditures in the digital advertising industry. We are devoted to offering highly precise and effective digital advertising services for advertisers to help them improve the return of investment of their marketing expenditures by leveraging business data analysis technology and creating and refining marketing campaigns that could better reach the target audience and achieve better results.

Our large repository of Merchant and Member data and strong technological capabilities have enabled us to innovate and optimize our digital advertising services on an ongoing basis. Specifically, we collect and analyze vast Member spending behavioral data by leveraging our large user base on our GETBATS website and mobile app and our business data analysis capabilities. As of September 30, 2021, we had acquired information from 514,167 unique Members, including more than 3,300 spending Members, and 723 Merchants, and implemented a business data analysis system to study consumer spending behaviors. The size and number of available data sets have grown rapidly as data has been collected from mobile devices through our mobile app, computer peripherals from web browsers, and progressive web applications. We also collect analytic data from log files. We study our Members’ login patterns (such as time, date, and frequency of login), the deals, promotions, and advertisements they click, and the Merchant links that they share. In addition, we study viewers’ behaviors on our SEEBATS website and mobile app, including the types of movies they view and the time they spend on each movie, so that we can further relate and categorize them into different spending behavior category. In addition, we also help advertisers optimize their marketing campaigns by identifying the objectives and audience, formulating customized digital media strategies, designing brand positioning, and key messages, and improving the artistic value and attractiveness of the ads.

As of the date of this prospectus, we have two employees engaging in developing and maintaining business data analysis technology and one employee engaging in advertisement optimization. We believe our optimization capabilities, particularly driven by our advanced business data analysis, are recognized and valued by our advertisers, which has enabled us to obtain and sustain a solid advertiser base.

Solid Advertiser Base Spanning a Wide Range of Industries

Our advertiser base grew substantially during the fiscal years ended September 30, 2021 and 2020. Our revenue from digital advertising services increased from $153,145 in 2020 to $3,158,520 in 2021, while the number of advertisers we served grew from two in 2020 to 25 in 2021. The industries of our advertiser base include luxury property development, medical services, retail jewelry sales, and real estate agencies, among others.

We believe our diverse advertiser base helps us compete with other digital advertising services providers. Our relationships with advertisers of a broad industry spectrum have also enabled us to understand the demands and requirements of the advertisers and communicate with them in an accurate and efficient manner, which serves as our primary source to stay informed of the trends and evolutions of the digital advertising industry.

We believe our relationships with our advertisers has helped us build a reputation of high service quality, which helps attract and secure potential advertisers, thus creating a virtuous cycle for our growth and furthering our business development. As we continue to build and optimize our advertiser base, we are confident that we will be seen by merchants as the “go-to” place for advertisers who look for digital marketing of their products and services and a valuable source and channel to drive consumer demand, increase sales, and achieve operating efficiencies.

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Visionary and Experienced Management Team with Strong Technical and Operational Expertise

Our senior management team has extensive experience in the traditional and mobile Internet, data analysis, and other technologies. Mr. Lee Choon Wooi, our Chief Executive Officer, director, and chairman of the board of directors, has served as the chief executive officer at Starbox Berhad since January 2020, where he is responsible for the management of day-to-day operations and high-level strategizing and business planning. From October 2013 to September 2021, Mr. Lee served as an executive director at Teclutions Sdn. Bhd., a multi-level marketing and e-commerce software system development company, where he was responsible for the company’s overall management. Under the leadership of Mr. Lee, we have successfully identified trends in digital advertising by leveraging our business data analysis technology and timely seized opportunities for growth and innovation.

Growth Strategies

We intend to develop our business and strengthen brand loyalty by implementing the following strategies:

Further Expand Our Business Scale and Secure New Advertisers

The digital advertising market in Southeast Asia has been growing rapidly. According to the Frost and Sullivan Report, the market size of the digital advertising industry in Southeast Asia increased from approximately $5.3 billion in 2016 to approximately $10.0 billion in 2021, and it is expected to further increase to approximately $15.9 billion in 2026; the market size of the digital advertising industry in Malaysia increased from approximately $0.5 billion in 2016 to approximately $0.9 billion in 2021, and it is expected to further increase to approximately $1.5 billion in 2026. See “Industry—Overview of Digital Advertising Industry in Southeast Asia.” We believe the growth of the digital advertising market will fuel the need for digital advertising services as advertisers seek to optimize their online marketing strategies, which will create an enormous opportunity for digital advertising service providers like us for the foreseeable future.

To capture the potential growth of the digital advertising service market, we will continue to actively attract new advertisers to place ads through us and seek to increase the advertising spend of our existing advertisers. We will also seek to include more high-profile and sizeable advertisers from various industries. We believe this will reinforce our reputation as a reliable digital advertising services provider in different industries, which we believe would extend our reach to advertisers in those industries. In particular, we have (i) increased our brand exposure in offline events targeting micro, small, and medium enterprises via brand partnerships, like Grab, iFood, and Tastefully, and various activities at shopping malls; (ii) partnered with influencers or Key Opinion Leaders (“KOLs”) to create content to maximize our social media presence; (iii) created our own referral program to entice brand awareness, through which existing GETBATS Members may invite friends to sign up as Members and earn e-vouchers or gift cards; and (iv) improved our search engine optimization with user intent-related keywords through a digital marketing agency.

We believe that such strategies have contributed to our significant revenue growth in the fiscal years 2020 and 2021, and will continue to do so in the future. We will keep ourselves abreast of the latest changes in the digital advertising landscape and understand the evolving needs and requirements of our advertisers.

Further Grow Our Merchant and Member Bases on the GETBATS Website and Mobile App

We endeavor to continue to expand our Merchant and Member bases on the GETBATS website and mobile app, since they play a crucial and strategic role in our business ecosystem. As of September 30, 2021, we had 514,167 Members on the GETBATS website and mobile app. We have made significant investments to acquire Members through online marketing initiatives, such as search engine marketing, display advertisements, referral programs, and affiliate marketing. During the fiscal years ended September 30, 2021 and 2020, we spent $217,803 and $219,852, respectively, on these initiatives. In addition, our Member base has increased by word-of-mouth. We intend to continue to invest in acquiring Members, for so long as we believe the economics of our business support such investments. Our goal is to retain existing and acquire new Members by providing more targeted cash rebate deals, delivering high-quality customer services, and expanding the number and categories of deals we offer. We intend to continue to invest in the development of increased relevance of our services, as the number and variety of the deals we offer to our Members increase and we gain more information about their interests.

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During the fiscal years ended September 30, 2021 and 2020, we featured more than 60 and 30 Merchants offering cash rebate deals on our GETBATS website and mobile app, respectively. To drive Merchant growth, we have expanded the number of ways in which Members can discover deals through our shop-centric website and mobile app. We have also made investments in our salesforce, which builds merchant relationships and local expertise. Our Merchant retention efforts are focused on providing Merchants with a positive experience by offering targeted placement of their deals to our Member base, high-quality customer services, and tools to manage deals more effectively. We routinely solicit feedback from our Merchants to ensure their objectives are met and they are satisfied with our services. Based on this feedback, we believe our Merchants value the profitability of the immediate deal, potential revenue generated by repeat customers, increased brand awareness, and the resulting revenue stream that brand awareness may generate over time. Some Merchants view our deals as a marketing expense and may be willing to offer deals with little or no immediate profitability in an effort to gain future customers and increased brand awareness, since they only pay the cash rebates to the GETBATS website and mobile app upon each successful transaction.

Continue to Invest in and Develop Technologies Relating to Data Analysis

We consider technological innovations to be a critical component of our strategy, allowing us to provide execution at scale and deliver data-driven insights to grow our clients’ businesses. We will continue developing our technologies, with a focus on data analysis. We have implemented a business data analysis system, which analyzes data collected on our websites and mobile apps to understand consumer spending behaviors. We intend to improve this system by introducing (i) descriptive analysis, which simplifies and summarizes past data into a readable form to provide insights into what has occurred in the past; (ii) predictive analysis, which uses past data and present data to predict future events, and (iii) prescriptive analysis, which explores several possible actions and suggests actions based on the results of descriptive and predictive analysis of a given data set. We also intend to use artificial intelligence technology to improve the natural language processing ability of our websites and mobile apps, with a goal of recognizing voice and text input by Members in multiple languages and dialects and returning search results.

Expand Our Cash Rebate and Digital Advertising Services Internationally

We intend to selectively launch our cash rebate and digital advertising services in other countries in Southeast Asia during the next three years, starting from markets such as the Philippines, Thailand, and Indonesia. We intend to focus on expanding into the Philippines and Thailand between July 2022 and June 2023 and become operational in these countries around April to June 2023 and to further expand into Indonesia, Brunei, Singapore, and other countries in Southeast Asia between July 2023 and June 2025. We believe we can expand into these new markets by leveraging our existing business data analysis technology and expect to (i) establish representative offices or appoint local partners; (ii) integrate our websites and mobile apps with the representative offices or local partners to provide our services; (iii) hire key marketing and support employees who are familiar with local languages and cultures to manage our business in these countries, especially Thailand and Indonesia, where local languages are preferred in business activities; and (iv) promote our brands in these countries by investing in marketing activities. For details about the estimated total capital expenditures related to such expansion plan, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

We face financial and logistical challenges associated with our plans for accelerated and geographically expansive growth. See “Risk Factors—Risks Related to Our Business and Industry—If we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our advertisers” and “Risk Factors—Risks Related to Our Business and Industry—We may be unsuccessful in expanding and operating our business internationally, which could adversely affect our results of operations.”

Our Business Model

We currently generate revenue from the following principal sources:

● Cash Rebates. We facilitate online and offline transactions between Merchants and Members of the GETBATS website and mobile app and keep a portion, usually 14%, of the cash rebates offered by Merchants as our revenue.

● Digital Advertising Services. We help advertisers design and optimize online advertisements, and distribute advertisements through the SEEBATS website and mobile app, the GETBATS website and mobile app, and social media. We generate revenue through service fees charged to the advertisers.

● Payment Solution Services. We refer merchants to VE Services to process payments and receive a portion of the monthly service fees, which range from 0.15% to 0.525% of the total service fees collected by VE Services, as commissions for our referrals.

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The following tables presents our revenue for the fiscal years ended September 30, 2021 and 2020. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

	Revenue
	Fiscal Year Ended September 30,
	2021		2020
Cash Rebate Services	$	6,214	$	718
Digital Advertising Services		3,158,520		153,145
Payment Solution Services – Related Party		1,494		-
Total	$	3,166,228	$	153,863

Cash Rebates

We operate a cash rebate platform, the GETBATS website and mobile app. Users may sign up for a free membership on our website, www.getbats.com, or on our GETBATS app, which may be downloaded from the App Store and Google Play. Members may then use the GETBATS website or app as their personal shopping portal, and earn cash rebates for online shopping and offline shopping.

● Online. Rather than going directly to a retailer’s website, a Member first logs in on the GETBATS website or app. After searching for and finding a Merchant, the Member clicks the “Shop Now” button for that Merchant. The “Shop Now” button will direct the Member to the respective store or app page for the Merchant, where the Member may shop and pay for products as usual. After the Member makes payment, the GETBATS website/app automatically tracks the transaction(s) and cash rebates. The cash rebates are usually available for the Member to check in his or her account on the GETBATS website and mobile app in one to three days after the purchase.

● Offline. A Member may also earn cash rebates when shopping at offline stores of our Merchants, such as restaurants, retail stores, and salons. After making payment, the Member may inform the cashier that he or she is a GETBATS Member and is entitled to cash rebates. The Member may then log in on the GETBATS website or app, select the Merchant, and follow the system guidance to obtain the cash rebate entitlement. Once the Merchant validates the purchase and the amount, which takes a few seconds to several days depending on the Merchant, we will add the cash rebates to the account of the Member.

One key selling point of the GETBATS website and mobile app is that the cash rebates of a Member do not expire. Members may withdraw their cash rebates via e-wallet transfer when their accumulated rebate balance reaches a minimum of MYR10.00 ($2.38). The withdrawal process typically takes three to five business days. We partner with e-wallet service providers, such as MCash, Boost, Touch ‘n Go, and KA$H.

The GETBATS Website and Mobile App

The GETBATS website and mobile app provide the following functions:

● Search. With the search engine built into the GETBATS website and mobile app, Members can search their favorite Merchants and deals among hundreds of choices.

● Location-based Services. Based on Members’ location, nearby offline Merchants and cash rebate deals are selected and displayed on the GETBATS webpage and app for a smooth, user-friendly interaction.

● Merchant and Deal Spotlight. Featured Merchants get customized banners on the GETBATS website and mobile app homepage, and the homepage also lists deal highlights, latest rebates, top rebates, and popular rebates, making it easier for Members to discover featured cash rebate deals and purchase from featured Merchants.

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● Smart Categories. Members can easily filter and sort deals and Merchants and narrow down their choices by pre-defined categories and collections.

● Member Account Management. Members can check their cash rebate status, cash rebate balance, and purchase history and initiate cash rebate withdrawal in their accounts on the GETBATS website and mobile app.

● Merchant Account Management. Stores that have signed up as a Merchant can manage their accounts on the GETBATS website and mobile app, including editing information about their stores and viewing or voiding approved transactions.

The following are screenshots for our GETBATS website and GETBATS app.

Screenshot for the GETBATS Website	Screenshot for the GETBATS App

The Members

We have grown the Member base of the GETBATS website and mobile app since their official launch in November 2019. The following table sets out the key performance indicators for members of the GETBATS website and mobile app as of the fiscal years indicated.

	Fiscal Years Ended September 30,
	2021		2020
Members (#)		514,167		66,580
Members Who Have Received Rebates (for spending and referral) (#)		3,418		532
Cash Rebates Distributed*	$	29,873	$	4,761

*These amounts refer to total cash rebates distributed to Members for spending and referrals and include cash rebates that were accrued to be paid in the future.

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We grow our Member base through marketing initiatives and word-of-mouth. Our online marketing consists of social media marketing, email marketing, influential marketing, search engine optimization marketing, display advertisements, referral programs, and affiliate marketing. For instance, we have been running a “New Member Exclusive Promo” since June 6, 2021, which is available to new GETBATS Members that have signed up and existing GETBATS Members who have invited at least five friends to sign up as a GETBATS Member during the promotional period. These eligible Members may purchase an e-vouchers or gift card with a 50% instant cash rebates. Our offline marketing consists of traditional printed flyers, billboard, public relations, brand partnerships, and sponsored and corporate social responsibilities events to increase our visibility and build our brands. During the fiscal years ended September 30, 2021 and 2020, we spent MYR250,148.64 (approximately $60,652) and MYR159,788.14 (approximately $37,897) on Member acquisition, respectively.

The Merchants

Our GETBATS website and mobile app currently feature cash rebates from Merchants in over 20 industries, such as automotive, beauty and health, books and media, electronics, fashion, food and beverages, groceries and pets, home and living, and sports and entertainment. Most of the Merchants are located in Malaysia.

The following table sets out the key performance indicators for Merchants of the GETBATS website and mobile app as of the fiscal years indicated.

	Fiscal Years Ended September 30,
	2021		2020
Merchants (#)		723		478
Online Merchants (#)		337		111
Offline Merchants (#)		386		367
Transactions (based on rebated sales) (#)		295,393		1,759
Total Transaction Amount	$	2,501,913	$	74,867

Merchant Acquisition Channels

We acquire Merchants through various means, including (i) approaching potential merchants based on market intelligence and our industry insights; (ii) exploiting our industry connections to identify potential merchants; (iii) reaching out to our existing Merchants to explore further business opportunities; (iv) referrals by our existing Merchants; and (v) collaboration with other platforms (such as affiliate marketing platform) to aggregate merchant bases. We also have some Merchants who seek our cash rebate-related services as a result of our marketing efforts.

After identifying a merchant interested in joining the GETBATS website and mobile app, we will negotiate with the merchant to determine the rate of blanket cash rebates it will offer to us. The merchant will then fill out an application form, which specifies the rate of blanket cash rebates and lays out our Merchant terms and conditions, and pay an application fee, which is typically waived, before becoming an authorized GETBATS Merchant. It will remain an authorized Merchant of the GETBATS website and mobile app indefinitely, unless the status is terminated by us or the Merchant by notice in writing.

Digital Advertising Services

Our Advertisers

We have built a diverse advertiser base from a broad range of industries, including luxury property development, medical services, retail jewelry sales, and real estate agencies, among others. During the fiscal years ended September 30, 2021 and 2020, we served 25 and two advertisers, respectively. For the fiscal year ended September 30, 2021, three advertisers accounted for approximately 21.7%, 10.8%, and 10.8% of our total revenue, respectively. For the fiscal year ended September 30, 2020, one advertiser accounted for approximately 91.6% of our total revenue. See “Risk Factors—Risks Related to Our Business and Industry—Our major clients generate a significant portion of our revenue. Any interruption in operations in such major clients may have an adverse effect on our business, financial condition, and results of operations.”

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The following table summarizes our major advertisers for the fiscal years ended September 30, 2021 and 2020:

For the fiscal year ended September 30, 2021
Name of advertiser	Revenue and percentage of total revenue	Relationship with our Company	Major contract terms
Company A	$727,073, 21.70%	Third-party advertiser	(i) Advertising strategy consultation, profile setup, and advertisement and graphic design, (ii) social media channel posting (including through blogger and influencer accounts) in August and September 2021; and (iii) four-week advertisement display on our SEEBATS website and mobile app from September 1, 2021 to September 30, 2021
Company B	$363,694, 10.80%	Third-party advertiser	(1) Advertising strategy consultation, profile setup, and advertisement and graphic design; (ii) social media channel posting (including through blogger and influencer accounts) in August and September 2021; and (iii) four-week advertisement display on our SEEBATS website and mobile app from September 1, 2021 to September 30, 2021
Company C	$363,537, 10.80%	Third-party advertiser	(i) Advertising strategy consultation, profile setup, and advertisement and graphic design; (ii) social media channel posting (including through blogger and influencer accounts) in August and September 2021; and (iii) four-week advertisement display on our SEEBATS website and mobile app from September 1, 2021 to September 30, 2021

For the fiscal year ended September 30, 2020
Name of advertiser	Revenue and percentage of total revenue	Relationship with our Company	Major contract terms
Company D	$142,307, 91.6%	Third-party advertiser	A three-month advertisement and promotional activities package running from January 1, 2020 to March 31, 2020

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Ad Distribution Channels

We mainly distribute online advertisements through our SEEBATS website and mobile app, our GETBATS website and mobile app, and social media.

Distribution through Our SEEBATS Website and Mobile App

We currently operate a video streaming platform, the SEEBATS website and mobile app. Viewers may sign up for a free membership and watch movies and television series on our website, www.seebats.com, or our SEEBATS TV mobile app through OTT streaming. The following are screenshots for our SEEBATS website and our SEEBATS TV app.

Screenshot for Our SEEBATS Website	Screenshot for Our SEEBATS App

Our SEEBATS website and mobile app offer 579 episodes of licensed movies and television series in various genres, such as action, comedy, fantasy, historical, and romance. We have licensed these movies and television series from Shenzhen Yunshidian Information Technology Ltd., a third -party content provider, pursuant to a Service and Licensing Agreement dated November 1, 2021. The agreement has a term from November 1, 2021 to October 31, 2023 and may be terminated by either party in the event of a material breach by the other party of the agreement. We have agreed to pay a content and service fee of $120,000 and a content delivery fee based on the amount of content delivered by the content provider, ranging from $1,700 to $660,000 per year. Shenzhen Yunshidian Information Technology Ltd. also provided our SEEBATS website and mobile app with movies and television series for free from August 1, 2021 to October 31, 2021.

During the fiscal years ended September 30, 2021 and 2020, we licensed movies and television series from DMG, a third-party content provider, pursuant to a Distribution and Ad Sales Deal Agreement dated July 29, 2019, and SRI, a third-party content provider, pursuant to a White-label Video App and Ad Sales Service Agreement dated August 5, 2019. Our agreement with DMG had a term from August 1, 2019 to July 31, 2021, and we agreed to share with DMG 50% of the net revenue generated from advertisements placed on its content, in addition to paying DMG a flat fee of $10,000 and a monthly fee of $2,500 during the term. Our agreement with SRI had a term from August 1, 2019 to July 31, 2021, and we agreed to share with SRI 40% to 60% of the net revenue generated from advertisements placed on its content, in addition to paying SRI a monthly fee of $2,500 during the term. During the terms of the agreements, as we only displayed banner advertisements on the homepage of our SEEBATS website and mobile app and on the video pages, instead of placing advertisements on the movies and television series we licensed from DMG and SRI, we did not share any ad revenue with DMG or SRI and we only paid DMG and SRI flat fees and monthly fees based on contract terms. Total flat fees and monthly fees paid to DMG and SRI amounted to $50,000 and $60,000 for the fiscal years ended September 30, 2021 and 2020, respectively, which were recorded under our operating costs. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Operating Costs” for details.

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On our SEEBATS website and mobile app, we offer eight tiers of digital advertisement distribution packages, which include different timing and duration of advertisement display and different placement formats, including (i) banner advertisements on the homepage of our SEEBATS website and mobile app, (ii) banner advertisements on the video pages, (iii) in-stream video ads played at the beginning or in the middle of videos, and (iv) background advertisements via digital product placements that appear above or below a selected video screen concurrently with a user viewing a video. For the fiscal years ended September 30, 2021 and 2020, approximately 93% and 100% of our advertisement display services revenue was generated from ads distributed on our SEEBATS website and mobile app, respectively.

Distribution through Our GETBATS Website and Mobile App

Taking advantage of the growing GETBATS Member base, we offer the following types of digital advertising services through our GETBATS website and mobile app:

● Peer-to-peer Influencing Tools. We make tools available for GETBATS Members to share advertisers’ advertisements in their own influencing circles through social media platforms, such as WhatsApp, WeChat, Facebook, Instagram, and Telegram, and email. Premium SEEBATS advertisers will be published in GETBATS Member dashboard. GETBATS Members can do targeted Merchant sharing to attract the relevant crowd to view the related sharing. Our Members will be able to share directly the related Merchant instead of general GETBATS promotional link. This enable the viewer of the shared link to be easily captured based on the brands the Member is sharing.

● Push Notification and Email Marketing. We send advertisers’ advertisements through mobile app notifications and/or email to our GETBATS Members on a daily basis. As we analyze GETBATS Members’ purchase habits and interests through their activities on our GETBATS website and mobile app, we are able to show advertisements to the right audiences, therefore increasing the conversion rate of these advertisements.

● Banner Advertisements. We display banner advertisements on our GETBATS website and mobile app.

For the fiscal years ended September 30, 2021 and 2020, approximately 2% and 0% of our advertisement display services revenue was generated from ads distributed on our GETBATS website and mobile app, respectively.

Distribution through Social Media

With the emergence of popular online social media attracting numerous users, advertisers are increasingly receptive of the idea of identifying social media accounts that have influence over potential customers on these platforms, and orienting marketing activities around KOLs. Our social media marketing services generally involve the design and implementation of creative advertising campaigns carried out on social media platforms through the use of influential social media accounts with suitable target audiences. During the fiscal years ended September 30, 2021 and 2020, we distributed advertisements for 25 and two advertisers on social media, respectively.

Our social media campaigns generally take the form of coordinated issuances of content on accounts in various popular social media platforms, including popular social networking platforms, video sharing platforms, live streaming platforms, knowledge sharing platforms, and information content platforms, which are intended to reach the readers of the contents of these accounts. Depending on the advertisers’ marketing objectives, various types of social media accounts can be used, such as (i) the accounts of nano-influencers, who are generally non-professional social media influencers with between 1,000 and 10,000 followers; (ii) the accounts of professional influencers; and (iii) the accounts of non-professional and professional bloggers.

To make a post on these social media accounts, we typically collaborate with active GETBATS social media (Facebook and Instagram) fans besides engaging KOLs in public or private influencer groups. We select KOLs by set parameters like minimum numbers of followers in their respective social media sites before engaging with them. We maintain a list of such KOLs, which are reviewed and updated from time to time based on our review of their service quality and their available resources. Generally, we enter into ad-hoc agreements with these KOLs, setting out the major terms and administrative procedures for utilizing their social media accounts for ad deployments, and the respective rights and obligations of the parties.

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Social Media Ads (Example 1)	Social Media Ads (Example 2)

 For the fiscal years ended September 30, 2021 and 2020, approximately 5% and 0% of our advertisement display services revenue was generated from ads distributed on third-party social media channels, respectively.

Services and Operational Flow

Acquiring Advertisers

We acquire advertisers through various means, including (i) approaching potential advertisers based on market intelligence and our industry insights; (ii) exploit our industry connections to identify potential advertisers; (iii) reaching out to our existing advertisers to explore further business opportunities; and (iv) through referrals by our advertisers.

We provide potential advertisers with our quotation for digital advertising services, which lays out the types of digital advertising services we will provide, payment information, and other terms and conditions. After the advertiser accepts our quotation, it becomes a legally-binding contract with us.

Pre-Launch

Before launching an advertising campaign, we usually discuss with the advertiser to understand its products or services to be marketed, marketing budget, and marketing objectives. Depending on the needs of our advertisers, we may provide advice and services on advertising strategies and ad optimization, generally covering:

Ad Type

Advisory Services

Banner Ads

Time and Place for Ad Deployment: We help our advertisers identify their target audiences (such as their profiles and geographical locations) and target time slots to target the ad displays based on the characteristic of the advertisers’ products and services. By setting these parameters, we aim to target the relevant audiences of the products and services we promote to improve the efficiency of reaching users with higher likelihood to click on the ads. Ad Presentation: We also provide design optimization on the presentation of banner ads, such as title phrases, picture design, and text descriptions.

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In-stream Ads on our SEEBATS Website and Mobile App	Time and Place for Ad Deployment: We help our advertisers set parameters, such as geographical regions and time slots for ad displays and profiles of target audiences based on the features of advertisers’ products and services, to increase the likelihood of the ads reaching their target audience. Ad Presentation: In addition to increasing the precision of the advertisements, we also provide optimization services on the design and format of ads, such as the desired length, content, script, and color tone of short video ads, to make them more receptive to the target audiences.
Push Notification and Email Ads on Our GETBATS Website and Mobile App	Customized Audience: Through direct access to our GETBATS website and mobile app, which provides “tags” based on Member profiles and behaviors, we advise our advertisers on how to use these “tags” to define their target audiences, and assist our advertisers in adjusting the ad-trigger criteria to achieve more precise marketing.
Social Media Ads	We assist our advertisers in the design of advertising strategies, provide advice on choices of ad formats and materials (such as short-videos, images, and text descriptions), and recommend appropriate social media accounts and suitable media channels for implementation and deployment of the advertising campaigns based on the themes and the desired effects of the campaigns.

We provide these advice and related services on advertising strategies and ad optimization to our advertisers to improve the effectiveness of their ads, which we believe will serve to enhance our advertisers’ satisfaction and improve advertiser retention.

Campaign Launch and Performance Review

We have implemented measures to ensure that our ad content does not violate laws and regulations. Our experienced employees carefully review ad content we receive from our advertisers. If we determine that the ad content does not violate any applicable laws and regulations, we will share the ad content with the relevant media for their internal review. If we determine that the ad content may be in violation of applicable laws or regulations, we will provide suggested edits to the ad content and send it back to the advertisers for revision. After both we and the media have determined that the ad content is in full compliance with applicable laws and regulations on information dissemination, we will confirm with the advertiser on its opinion with respect to the compliance prior to the deployment of the ad.

After we and our advertisers agree upon the advertising strategies and materials, we will be ready to launch the advertising campaigns. Upon receiving our advertisers’ orders, we would proceed to place their ads on our SEEBATS website and mobile app or our GETBATS website and mobile app, push notification or email ads to relevant GETBATS Members, or inform the influencers or bloggers to start posting relevant advertisement materials on their social media. The ads are usually displayed for a fixed period of time, ranging from a few weeks to a few months.

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After an ad is launched, we monitor and assess the overall effectiveness of the advertising campaign in various dimensions, such as the ad exposure of in-stream ads and the visibility and degree of customer engagement of social media campaigns. Based on our assessment, we may further advise our advertisers on advertising strategies and optimization to continuously improve the effectiveness of their ad campaigns.

During the fiscal year ended September 30, 2021, 11 advertisers used our advertisement design and consultation services. For advertisement design and consultation services, our stand-alone selling price ranges from approximately $2,400 to approximately $10,000 for each of the service commitments, including advice on advertising strategies, customization and optimization of the desired content, length, color tone, layout, format, and presentation of the ads. Advertisers may elect to use any agreed-upon combination of services in one package, depending on their specific needs. We generated revenue of $384,061 from providing advertisement design and consultation services in fiscal year 2021. There was no such service revenue in fiscal year 2020.

In addition, all 25 advertisers in fiscal year 2021 and two advertisers in fiscal year 2020 used our services for advertisement display on our websites and mobile apps and third-party social media channels. Depending on the distribution channels used and the duration of the advertisement display, we charged advertising service fees in the range of approximately $5,000 to approximately $240,000 for designated services. Our revenue associated with advertisement display services amounted to $2,774,459 (after deducting discount of $147,478) in fiscal year 2021 and $153,145 in fiscal year 2020.

Payment Solution Services

To diversify our revenue sources and supplement our cash rebates and digital advertising service businesses, we started to provide payment solution services to merchants in May 2021 by referring them to VE Services. We entered into the Appointment Letter with VE Services on October 1, 2020, which Appointment Letter has a term of one year and is renewed automatically on a yearly basis unless terminated by either party. Pursuant to the Appointment Letter, we serve as its independent merchant recruitment and onboarding agent and refer merchants to VE Services to process payments through multiple payment methods, such as Visa, Master, UnionPay, FPX, Alipay, Maybank QR Pay, Boost, Touch ‘n Go, and GrabPay. VE Services charges these merchants a service fee ranging from 1.50% to 2.50% based on the processed payment amount and payment processing methods used, and we are entitled to receive a portion of the monthly service fees as commissions for our referrals. The commission rate ranges from 0.15% to 0.525% based on the total service fees collected by VE Services from merchants referred by us.

We referred 11 merchants to VE Services during the fiscal year ended September 30, 2021. As of the date of this prospectus, we have referred five additional merchants to VE Services since October 1, 2021. As we plan to expand our network with more third-party payment service providers and refer more merchants to them to process the payments, we do not expect to derive a substantial amount of payment solution service revenue from related parties in future periods. Since this is a business we recently started, we cannot guarantee that our payment solution service business will be successful. See “Risk Factors—Risks Related to Our Business and Industry—If we fail to retain and expand the user base for our payment solution services or if we fail to implement and maintain a reliable and convenient payment solution system, our payment solution service business may not be successful, and our business, financial condition, and results of operations may be adversely affected.”

Technology

We apply data science technologies extensively throughout our business ecosystem to support Merchant and Member onboarding and digital advertising. Our proprietary technologies include:

● Merchant and Member Onboarding System. We have developed a system with an innovative business model that incentives both Merchants and Members to onboard our GETBATS website and mobile app, where they both benefit from the transactions facilitated by us via our cash rebate program. We work with both online and offline Merchants, who offer cash rebates to Members based on their spending at the physical store or online via our GETBATS website and mobile app. Through our system, Members receive cash rebates from their spending and Merchants obtain sales from spending Members. In addition, Merchants or Members who have onboarded other Merchants or Members can also receive referral rebates. We have filed a patent application, “System and Method to Seamlessly Onboard Merchants and Members to an Electronic Commerce Website,” for this system in Malaysia, which application is pending approval as of the date of this prospectus.

● Cash Rebate Calculation and Distribution System. Once a successful transaction has been completed through the GETBATS website and mobile app, our cash rebate calculation processor will transmit the expending data of the spending Member to a rule engine, which loads one or more distribution tables that set forth pre-determined distribution rules. Based on such data, our calculation engine calculates and distributes the total rebates payable to different entities under various circumstances, including but not limited to (i) the spending Member, (ii) referrals (the Member who introduced the spending Member), (iii) agent-merchants (agents who onboards the Merchant), and (iv) agent-customer (agents who onboards a big group of Members), if applicable. We have filed a patent application, “System and Method to Compute Payable Rebates and Distribute the Payable Rebates to Distribution Entities,” for this system in Malaysia, which application is pending approval as of the date of this prospectus.

● Business Data Analysis System. Our analysis engine monitors our Members’ behaviors on the GETBATS website and mobile app and parses all the data properties, including login patterns (such as time, date, and frequency of login), the deals, promotions, and advertisements they click, and the Merchant links that they share. The large repository of Merchant and Member data collected from our GETBATS website and mobile app enables our Merchants to better understand consumers’ preferences and their spending behaviors. In addition, we study viewers’ behaviors on the SEEBATS website and mobile app, where our user profiling engine infers the viewers’ interest, demographic, intent, and other features through dynamic correlation analysis based on the data collected from our SEEBATS website and mobile app, such as the types of movies they view and the time they spend on each movie. In doing so, we relate and categorize the viewers into different spending behavior categories. We also expect to further improve our data analysis capabilities by introducing the descriptive, predictive, and prescriptive features in the future. We have filed a patent application, “System and Method to Analyze Business Data Based on Spending Behavior Data,” for this system in Malaysia, which application is pending approval as of the date of this prospectus.

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● Payment Token System. Our payment token module on our payment system tokenizes Members’ sensitive payment data by replacing those key data with unique identification symbols that retain all the essential information about the data without compromising its security. Such payment tokens can be automatically loaded, and payments can be automatically made to the merchants who have appropriately confirmed the payment data and selected a payment option. We utilize such token payment data to facilitate secure and convenient transactions conducted in our business ecosystem. Members need not repeatedly fill in complicated payment information when making payments to Merchants, which greatly enhances user experience in payment transactions. We have filed a patent application, “System and Method to Create a Flexible Payment Token for A Plurality of Merchants, for this system in Malaysia,” which application is pending approval as of the date of this prospectus.

Data Privacy and Security

We collect data solely to analyze consumer behaviors and advertising performance. In order to identify each user profile, we assign a random profile number with each new profile. We then use that number as the anonymous identification for the profile and associate it with all related data. In general, we do not collect personally identifiable information unless a Member consents to it. If such information is inadvertently obtained by us, our policy is to immediately delete such information.

We treat all information we collect as confidential. We do not disclose any information we gather from a Member or Merchant unless such disclosure is approved by it.

We have put in place appropriate physical, electronic, and managerial procedures to safeguard and secure our data assets, including to prevent unauthorized access, to preserve their integrity, and to ensure their appropriate use. On the software level, we encrypt important and sensitive data during their transmission from and to the user end, and only authorized personnel may access the backend of our systems based on their user assigned user groups and user levels. We have central controls to govern user roles and permissions. On the hardware level, only authorized information technology personnel have access to our servers through a virtual private network and data backup is kept inside our company safe box. In addition, we have established a hardware firewall where all traffic is inspected and filtered according to a comprehensive set of rules.

Competition

The cash rebates industry and the digital advertising industry in Malaysia are highly-competitive and rapidly evolving, with many new companies joining the competition in recent years and few leading companies.

In the cash rebates industry, we compete with other cash rebate platforms and businesses that focus on particular merchant categories and markets. We also compete with traditional offline coupon and discount services, as well as newspapers, magazines, and other traditional media companies that provide coupons and discounts on products and services. We believe the principal competitive factors in this industry include breadth of member and merchant bases, local presence and understanding of local business trends, ability to deliver a high volume of relevant deals to consumers, ability to generate positive return on investment for merchants, and strength and recognition of our brand. We believe that we compete favorably on the factors described above.

In the digital advertising industry, we compete directly with other providers of digital advertising services for advertisers and advertising revenue. In addition, we compete with traditional forms of media, such as newspapers, magazines, and radio and television broadcast, and other providers of offline advertising services. We believe that our ability to compete effectively for advertisers depends upon many factors, including brand recognition, qualify of services, effectiveness of sales and marketing efforts, creativity in design and contents of advertisements, pricing and discount policies, and hiring and retention of talented staff. We believe that we are well-positioned to effectively compete in the digital advertising industry based on the factors listed above.

Some of our current or future competitors, however, may have longer operating histories, greater brand recognition, or greater financial, technical, or marketing resources than we do. For a discussion of risks relating to competition, see “Risk Factors—Risks Related to Our Business and Industry—The markets in which we operate are highly competitive, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance.”

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Intellectual Property

We regard our trademarks, service marks, domain names, trade secrets, and similar intellectual property as critical to our success. We rely on a combination of trademark law and confidentiality and non-disclosure agreements to protect our intellectual property rights. We also regularly monitor any infringement or misappropriation of our intellectual property rights.

As of the date of this prospectus, we have registered:

● four trademarks in Malaysia; and

● seven domain names in Malaysia.

As of the date of this prospectus, we have 24 pending trademark applications and four patent applications in Malaysia. For details of the technologies related to the four patent applications and how our businesses depend on them, see “—Technology” above.

We implement comprehensive measures to protect our intellectual property in addition to making trademark and patent registration applications. Our key measures to protect their intellectual property include: (i) hiring outside legal counsels to assist in the protection of our intellectual property; (ii) trademark searches prior to the launch of our websites and mobile apps; (iii) timely registration and filing with relevant authorities and application of intellectual property rights for our significant technologies and self-developed software; and (iv) reviews of virtual marketing materials, including text, graphics, and videos, to avoid copyright infringement.

Employees

We had 17 full-time employees as of September 30, 2021. The following table sets forth the number of our full-time employees as of September 30, 2021:

Function	Number
Management		4
Customer Services and Operations		3
Sales and Marketing		5
General and Administration		5
Total		17

We enter into employment contracts, which contain a confidentiality clause, with our full-time employees.

During the fiscal years ended September 30, 2020 and 2019, because of our limited business operations, we did not hire any full-time employees. Instead, we outsourced four contract workers from Zenapp as of September 30, 2020. In fiscal year 2021, we had 12 full-time employees prior to June 30, 2021 and added another five full-time employees in the fourth quarter. Most of our employees undertook multiple tasks in a cost-effective manner during fiscal years 2021 and 2020.

In addition to our full-time employees, we have also employed eight contract workers since September 30, 2021. These contract workers are primarily responsible for providing information and technology support.

We believe that we maintain a good working relationship with our employees and contract workers, and we have not experienced material labor disputes in the past. None of our employees and contract workers are represented by labor unions.

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Facilities

Our principal executive offices are located in Kuala Lumpur, Malaysia, where StarboxGB, StarboxPB, and StarboxSB lease offices from two third parties, with an aggregate area of approximately 4,800 square feet, pursuant to three tenancy agreements, each with a lease term from May 1, 2022 to April 30, 2023. The tenancy agreements of StarboxGB and StarboxPB each have monthly rent of MYR6,288 (approximately $1,439) and may be terminated by giving the landlord three months’ advance notice in writing. The tenancy agreement of StarboxSB has monthly rent of MYR6,800 (approximately $1,556) and may be terminated by giving the landlord two months’ advance notice in writing; StarboxSB may extend the agreement for an additional two years upon its expiration.

We believe that the offices that we currently lease are adequate to meet our needs for the immediate future.

Insurance

We do not maintain directors and officers liability insurance, group comprehensive life insurance for employees, property insurance, business interruption insurance, or general third-party liability insurance. We believe the insurance coverage we maintain is in line with the industry. See “Risk Factors—Risks Related to Our Business and Industry—Our current insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance.”

Seasonality

Our revenue, cash flow, operating results, and other key operating and performance metrics may vary from quarter to quarter, due to the seasonal nature of our advertisers’ budgets and spending on advertising campaigns. For example, advertising spending tends to rise in holiday seasons with consumer holiday spending, or closer to end-of-year in fulfilment of their annual advertising budgets, which may lead to an increase in our revenue and cash flow during such periods. Moreover, advertising inventory in holiday seasons may be more expensive, due to increased demand for advertising inventory.

Legal Proceedings

From time to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract, and labor and employment claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash flow, or results of operations.

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REGULATIONS

This section sets forth a summary of the principal Malaysian laws, regulations, and rules relevant to our business and operations in Malaysia.

Regulations Relating to Communications and Multimedia

In Malaysia, the communications and multimedia industry and its regulatory licensing framework are regulated by the Malaysian Communications and Multimedia Commission, a regulatory body tasked with overseeing regulatory framework pertaining to the communications and multimedia industry, such as the Communications and Multimedia Act 1998 (the “CMA 1998”), the Malaysian Communications and Multimedia Content Code (the “Content Code”), and other corresponding regulations, guidelines, directions, declarations, and standards.

The CMA 1998 generally provides four categories of licensable activities, which include (i) network facilities provider, (ii) network service provider, (iii) applications service provider, and (iv) content applications service provider. Specifically, content applications services provider generally includes any person who provides television and radio broadcast services, online publishing services, and information services. Nonetheless, any person who provides Internet content applications services—content applications services delivered by means of Internet such as broadcast services via an over-the-top platform—are currently exempt from the licensing requirement pursuant to the Communications and Multimedia (Licensing) (Exemption) Order 2000”). Our Malaysian subsidiary, StarboxSB, provides video streaming services by means of Internet, which is categorized under “Internet content applications services” and is therefore exempted from the licensing requirement.

Similarly, any person who provides electronic transaction services, interactive transaction services, network advertising boards and cineplex, or web hosting or client server under the application service providers category is exempt from this licensing requirement. In the opinion of our Malaysian counsel, GLT Law, the CMA 1998 and the Exemption Order 2000 apply to our Malaysian subsidiaries, StarboxSB and StarboxGB. In particular, StarboxSB has developed a mobile application known as “SEEBATS,” which will be categorized under “networked advertising boards and cineplex,” being the category assigned to an application service for advertising in which content and information is remotely generated and is distributed through a network service, whereas StarboxGB has developed mobile application known as “GETBATS,” which will be categorized under “networked advertising boards and cineplex” and “electronic transaction service,” being the category assigned to an application service which utilizes network services and information processing to conduct and achieve or support end user or third party transactions, both of which are regarded as applications services providers exempted under the Exemption Order 2000.

Nevertheless, StarboxSB and Starbox GB shall comply with all the other applicable provisions under the CMA 1998 and relevant guidelines, such as technical requirements and content prohibitions. While compliance with the Content Code is not compulsory, the adoption of the practice and standards provided are encouraged as it provides a valid legal defense against any legal proceedings that may arise from an alleged violation of the Content Code and maintains a good market practice.

Regulations Relating to Advertising and Marketing

The advertising industry in Malaysia is largely self-regulated. For electronic advertisements, including those communicated through the Internet, the rules and its self-regulatory codes can be found in the Content Code, which provides specific guidelines for online content providers or those who provide access to online content through the present and future technology.

As our business includes digital advertising and marketing, we are required to comply with the Content Code. Amongst the principles provided under the Content Code, it is worth noting that the responsibility for content provided online primarily rests with the creator of the content and users are responsible for their choice and utilization of online content. The Content Code also provides guidelines and procedures in determining whether the content is prohibited under the CMA 1998. Under the general principles that shall apply to all the content displayed or communicated online and subject to the CMA 1998, content shall not be indecent, obscene, false, menacing, or offensive in character with the intent to annoy, abuse, threaten, or harass any person. In addition, the Content Code generally prohibits content that may potentially offend the religious, political, sentimental, or racial susceptibilities of certain communities in Malaysia. Nevertheless, any guidelines that apply to the provisions of online content shall not unduly restrict the growth of the industry but serve to enhance a dynamic environment to encourage and stimulate the development of the Malaysian communications and multimedia industry.

Notwithstanding the above, the Consumer Protection Act 1999 (the “CPA 1999”) and the Trade Descriptions Act 2011 (the “TDA 2011”) further regulate advertising in relation to the supply of goods or services in Malaysia. The CPA 1999 applies to all goods and services that are offered or supplied to one or more consumers in trade, including any trade transaction conducted through electronic means in Malaysia, as well as prohibiting the act of bait advertising. Similarly, the TDA 2011 promotes good trade practices by prohibiting false trade descriptions and false or misleading statements, conduct, and practices. Our Malaysian subsidiaries which provide advertising services to its consumer and users, StarboxGB and StarboxSB, are in compliance with the CPA 1999 and the TDA 2011.

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Regulations Relating to Film Distribution

The production, distribution, and exhibition of films in Malaysia are governed by the FINAS Act. Pursuant to Section 22(1) of the FINAS Act, no person shall engage in any of the activities of production, distribution, or exhibition of films or any combination of the activities specified in Section 21(1) of the FINAS Act (i.e., (a) production and distribution; (b) production and exhibition; or (c) distribution and exhibition, of films), unless such person is authorized by the FINAS to do the same. Section 2 of the FINAS Act defines film distribution as “including the renting, hiring, and loaning of films for profit or otherwise, the importation and distribution of films produced abroad, and the distribution of films produced locally.” Section 25 of the FINAS Act further provides that any person who contravenes Section 22 of the FINAS Act shall be guilty of an offence and shall, on conviction, be liable for a fine not exceeding MYR50,000 (approximately $11,484) or to imprisonment for a term not exceeding two years or for both such fine and imprisonment, and he shall, in the case of a continuing offence, be liable to daily fine not exceeding MYR10,000 (approximately $2,297).

Our Malaysian subsidiary, StarboxSB, operates our SEEBATS website and mobile app, on which viewers may watch movies and television series through OTT streaming, which may fall under the scope of film distribution under the FINAS Act. As such, StarboxSB obtained the Film Distribution License (License No. DF 04/09445) on April 11, 2022, which allows it to engage in the distribution of films. The Film Distribution License (License No. DF 04/09445) has a validity period from April 11, 2022 to April 10, 2023. See “Risk Factors—Risks Related to Our Business and Industry—If the relevant Malaysian regulatory agency were to determine that a Film Distribution License was required for the operations of our SEEBATS website and mobile app prior to April 11, 2022, our business, financial condition, and results of operations could be adversely affected.”

Regulations Relating to Direct Selling

Any person who carries on a direct sales business is required to hold a valid license granted under the Direct Sales and Anti-Pyramid Scheme Act 1993 (the “DSAPSA 1993”) and is prohibited from carrying out any pyramid scheme or arrangement, chain distribution scheme or arrangement, or any similar scheme or arrangement within the meaning of the DSAPSA 1993. Such activities are under the purview of the Ministry of Domestic Trade and Consumer Affairs. Direct sale means a door-to-door sale, a mail order sale, or a sale through an electronic transaction within the meaning of the DSAPSA 1993. Other requirements to be complied with in respect of a direct sales business are the requirements for contents of advertisement, direct sales contracts, as well as requirements for a cooling-off period and rescission.

Our Malaysian subsidiary, StarboxGB, undertakes a direct sales business by way of electronic transaction (for the purposes of Section 19A of the DSAPSA 1993), by having a multi-level marketing plan in which individuals who are registered as members will be entitled to four different types of bonuses, which bonus types vary depending on the activities carried out. For illustration purposes, the member will be entitled to a retail profit when they generate a sale with a non-member, a personal sales bonus when a sale is made, a direct sales bonus when its downline members generate sales, and a tier group sales bonus for the sales its group produced. Thus, StarboxGB is required to hold a license under the DSAPSA 1993, which it has obtained and has a validity period from December 22, 2020 to December 21, 2022. Further, it is required to comply with the provisions of the DSAPSA 1993 and the Direct Sales (Scheme and Conduct) Regulations 2001.

Regulations Relating to Anti-Money Laundering and Counter-Terrorism Financing

The Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (the “AMLA 2001”) prohibits money laundering and terrorism financing activities. Any person who (a) engages in a transaction that involves proceeds of unlawful activity; (b) uses proceeds of unlawful activity; (c) removes from or brings into Malaysia proceeds of unlawful activity; or (d) conceals, disguises, or impedes the establishment of the true nature, origin, location, movement, disposition, title of, rights with respect to, or ownership of, proceeds of unlawful activity, commits a money laundering offence under the AMLA 2001.

In addition, a reporting institution under the First Schedule of the AMLA 2001 is obliged to observe the anti-money laundering and counter financing terrorism requirements and standards, which include reporting and record-keeping duties, such as submitting suspicious transaction reports, implementing risk-based application, and conducting customer due diligence. None of our Malaysian subsidiaries is deemed to be a reporting institution. Nevertheless, we are required to comply with the provisions under the AMLA 2001.

Regulations Relating to Foreign Exchange Control

The exchange control regime in Malaysia is regulated by the Financial Services Act 2013 (the “FSA 2013”). The FSA 2013 has prescribed a list of transactions that are prohibited without approval from Bank Negara Malaysia (the Central Bank of Malaysia) (“BNM”) and it regulates the domestic and international transactions involving residents and non-residents of Malaysia. The requirements, restrictions, and conditions of approval in respect of the prohibited transactions and directions of BNM are further set forth in the Foreign Exchange Notices issued by BNM (the “FE Notices”).

Under the FSA 2013, all payments made between the residents of Malaysia must be paid in Malaysian ringgit, subject to limited exceptions and approval under the FE Notices, whereas payment made between resident and non-resident of Malaysia may be made either (i) in Malaysian ringgit, if for the prescribed purposes (for, among others, any purpose between immediate family members, income earned or expenses incurred in Malaysia or settlement of trade in goods or services in Malaysia), or (ii) in foreign currency (except for the currency of Israel), if for any purpose subject to certain prohibition under the FE Notices. On the other hand, non-residents are allowed to make or receive payment in foreign currency (except for the currency of Israel) in Malaysia for any purpose (including capital, divestment proceeds, profits, dividends, rent, fees, and interest arising from any investment in Malaysia, subject to any withholding tax) in accordance with the FE Notices. Unless otherwise restricted by contractual undertakings and subject to applicable laws, our Malaysian subsidiaries are at liberty to distribute dividends to us in foreign currency without having to seek prior approval from BNM.

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Regulations Relating to Personal Data Protection

Our business and operations in Malaysia are subject to laws and regulations regarding data privacy and data protection pursuant to the PDPA 2010. In particular, PDPA 2010 applies to any person who processes or has control over, or authorizes the processing of, any personal data in respect of commercial transactions save and except for any personal data processed outside of Malaysia and not intended to be further processed in Malaysia.

On personal data processing, the PDPA 2010 provides key principles that must be adhered to by data users, which are defined as a person who either alone or jointly, or in common with other persons, processes any personal data or has control over, or authorizes the processing of, any personal data but does not include a processor. For example, to process or disclose personal data relating to any individuals would require (i) consent from such individuals, which may be obtained in any form that can be recorded and maintained properly by the data user; and (ii) written notice in the national language of Malaysia (Malay) and/or English to such individuals notifying, among others, (a) the processing of personal data and a description of the data, (b) the purposes for which the personal data is being collected; (c) individual’s right to request access and correction of the personal data, and (d) class of third parties to whom the personal data may be disclosed.

Any person engaged in processing personal data shall take measures to protect the personal data from any loss, misuse, modification, unauthorized or accidental access, or disclosure, alteration, or destruction of personal data and to maintain the integrity of the personal data processed, which should not be kept longer than necessary for the fulfilment of the purpose for which it was to be processed. Such personal data shall be destroyed or permanently deleted if it is no longer required.

In addition, a data user who belongs to any of the classes of data users prescribed under the Order 2013 shall be registered under the PDPA 2010 in order to process personal data. These users include, among others, a licensee under the CMA 1998 and a licensee under the Direct Sales and Anti-Pyramid Scheme Act 1993 (the “DSAPSA 1993”) who undertakes direct sales business. As our Malaysian subsidiaries, StarboxSB and StarboxGB, are exempted from the licensing requirement under the CMA 1998 pursuant to the Exemption Order 2000, they are not required to be registered as a data user under the PDPA 2010. However, StarboxGB is a licensee under the DSAPSA 1993 for direct selling activity and, hence, it is required, and has registered, to be a data user in compliance with the PDPA 2010. Notwithstanding that our other Malaysian subsidiaries are not required to be registered as data users under the PDPA 2010, all such other Malaysian subsidiaries are in compliance with the PDPA 2010 as of the date of this prospectus.

Regulations Relating to Labor

The principal law that governs and regulates all labor relations—including contracts of service, payment of wages, employment of women, maternity protection, hours of work, holidays, leave policy, termination, layoff, retirement benefits, and employment of foreign employees—is the Employment Act 1955 (the “EA 1955”). However, the EA 1955 applies to designated categories of employees who fall within the definition of “employee” under the EA 1955, which include any person who has entered into a contract of service with an employer under which such person’s wages do not exceed MYR2,000 a month, and any person who, irrespective of their monthly wages, is engaged in manual labor, serves as a supervisor of such manual laborer, serves as a domestic servant, and is engaged in any capacity in any vessel registered in Malaysia subject to certain conditions.

Notwithstanding the above, the employees outside of the scope of the EA 1955 will be governed by the terms of their contract of employment, subject to any other applicable statutory requirements, including the minimum retirement age and statutory contributions such as Social Security and Employees’ Provident Fund.

Other laws and regulations in relation to employment matters include the Industrial Relations Act 1967, Immigration Act 1959/63, Employment (Restriction) Act 1968, Employees Provident Fund Act 1991, Employees’ Social Security Act 1969, Employee Social Security General Rules 1971, Employment Insurance System Act 2017, Minimum Retirement Age Act 2012 and Minimum Wages Order 2020. As of the date of this prospectus, our Malaysian subsidiaries are in compliance with all applicable labor regulations.

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Regulations Relating to Business Operation

Prior to the commencement of our business operations in Malaysia, we are required to apply for business premises licenses for each operating premises from the relevant local authority under the Local Government Act 1976, which confers power to the local authority to create by-laws providing that no person shall use any premises within the jurisdiction of the respective municipal council without a license issued by the respective municipal council, and any person who fails to exhibit his license at all times in some prominent place on the licensed premises or fails to produce such license when required shall be liable to a fine not exceeding MYR500 and/or to imprisonment for a term not exceeding six months. All of our Malaysian subsidiaries have obtained the business premises license from the local authority (i.e., Kuala Lumpur City Hall (DBKL)) and are in compliance with the Local Government Act 1976. The validity periods of the business premises licenses obtained by our Malaysian subsidiaries are as follows: (i) in respect of the business premises license of Starbox Berhad, from April 30, 2022 to April 29, 2023; (ii) in respect of the business premises license of StarboxSB, from February 25, 2022 to February 24, 2023; (iii) in respect of the business premises license of StarboxGB, from February 26, 2022 to February 25, 2023; and (iv) in respect of the business premises license of StarboxPB, from April 7, 2022 to April 6, 2023.

Regulations Relating to Cybersecurity

Currently, there is no legislation in Malaysia that imposes a blanket requirement for implementing cybersecurity measures, but a number of sporadic laws exist relating to this area and promulgated to counter cybercrimes. The Computer Crimes Act 1997 (the “CCA 1997”) criminalizes abuse of computers and counters cybercrimes, including (i) gaining of unauthorized access to computers or networks with or without the intent to commit other offenses, (ii) spreading of malicious codes such as computer viruses, (iii) unauthorized modification of any program or data on a computer, and (iv) wrongful communication of any means of access to a computer to an unauthorized person. Once convicted, a person who committed such cybercrimes is subject to, depending on the type of the offense committed, a fine ranging from MYR25,000 to MYR150,000 and/or imprisonment of three to 10 years. Where computer or internet-related crime activities are involved, but which do not specifically fall within the ambit of the CCA 1997 (for example, online fraud, cheating, criminal defamation, intimidation, gambling, and pornography), such offenses may be charged under the Penal Code, which is the main statute governing a wide range of criminal offenses and procedures in Malaysia.

As of the date of this prospectus, our Malaysian subsidiaries are in compliance with the applicable provisions under CCA 1997 in preventing any activity that will cause unauthorized modification of the contents of any computer and malicious activities.

Regulations Relating to Intellectual Property

Our intellectual property rights are important to our business and operations. We rely primarily on a combination of intellectual property laws, contract provisions, copyrights, trademarks, patents, and domain rights to protect our intellectual property rights.

Copyright

The Copyright Act 1987 (“CA 1987”) is the principal law governing copyright related matters. Unlike trademarks or other intellectual property rights, there is no specific system of registration for copyrights in Malaysia. Nonetheless, the CA 1987 allows copyright owners to protect their copyrights by way of filling with the Intellectual Property Corporation of Malaysia (“MyIPO”) a voluntary notification, which is considered prima facie evidence in cases of copyright infringement.

On December 22, 2021, the Parliament of Malaysia passed the Copyright (Amendment) Bill 2021 (the “Bill”), which is intended to strengthen the enforcement of copyright laws, especially in the digital environment, by, among others, introducing criminal liabilities for copyright infringement relating to streaming technology. Pursuant to the Bill, no person shall commit or facilitate infringement of the copyright in any way by engaging in commercial dealings, such as manufacture for sale or hire, import, sell or let for hire, offer, export or advertise, distribute and offer or provide any related services, with streaming technology. Streaming technology is defined under the Bill to include computer programs, devices, or components thereof that are used in part or in whole that facilitate access to copyright infringing works. Notably, as of the date of this prospectus, the Bill has not been enforced.

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Trademarks

The Trademarks Act 2019 (“TA 2019”) provides protection against a broad scope of trademark infringement, under which the use of an identical or similar mark in relation to similar goods or services would constitute trademark infringement, whereas the Guidelines of Trademarks 2019 provides for the registration of trademarks.

A registered trademark would permit its registered proprietor, namely, the owner of the registered trademark, to use or authorize other persons to use the trademark. It also grants registered proprietor the right to obtain relief in the case of trademark infringement and the terms of protection for a registered trademark is 10 years from its application. Pursuant to Section 56 of the TA 2019, any person who has infringed the registered trademark may face court proceedings instituted by the registered proprietor.

In order to protect our trademarks in Malaysia, Starbox Berhad has secured registration in respect of the “STARBOX” trademark under several classes including Class 9, Class 35, and Class 36 of goods and services in Malaysia where the trademark protection will expire on September 21, 2030. In addition, our other Malaysian subsidiaries, such as StarboxGB, StarboxSB, and StarboxPB, have applications pending registration for the respective trademarks of “GETBATS”, “SEEBATS,” and “PAYBATS” under the relevant Classes in Malaysia, where the registration applications of the three trademarks were submitted to MyIPO on December 16, 2020 and they are currently under examination.

Patents

Patents in Malaysia are protected under the Patents Act 1983 (the “PA 1983”) and Patents Regulations 1986. An invention can be patentable if it is new, involves an inventive step, have industrial application, and is not explicitly excluded by the PA 1983. Generally, patents should be filed as soon as possible since most countries including Malaysia award patents to applicants on a first-to-file basis. Hence, it is in the interest of an inventor to make an early decision on whether to file a patent application to preempt another competitor from filing ahead of him.

Pursuant to Section 35 of the PA 1983, once a patent is granted, the duration of validity of a patent shall be 20 years from the filing date of the application, subject to the timely payment of prescribed annual fees.

Patent rights are territorial in nature and, therefore, the rights conferred by a patent granted in Malaysia extend only to Malaysia. Pursuant to Section 36(1) of the PA 1983, the exclusive rights of the patent owner are to exploit, assign, or transmit the patent and conclude license contracts.

Patent infringement occurs when a person does any of the acts that are the exclusive rights of the patent owner without his consent, and this gives the patent owner the right to institute infringement proceedings against such person. Where the patent owner provides sufficient evidence demonstrating that an infringement has been committed or is being committed, the court will award damages, grant an injunction to prevent further infringement, and/or award any other legal remedy as the court deemed appropriate.

To safeguard our rights of invention, StarboxGB has filed the following patent applications and its rights to such inventions are pending approval as of the date of this prospectus:

(i)	System and Method to Seamlessly Onboard Merchants and Members to an Electronic Commerce Website;
(ii)	System and Method to Compute Payable Rebates and Distribute the Payable Rebates to Distribution Entities;
(iii)	System and Method to Create a Flexible Payment Token for A Plurality of Merchants; and
(iv)	System and Method to Analyze Business Data Based on Spending Behavior Data.

Domain Names

There is no specific regulation in respect of the licensing of domain names in Malaysia. The right to use the .my domain name is administered solely by the Malaysian Network Information Centre Berhad (the sole administrator for .my web addresses) (“MYNIC”).

Once a specific domain name is registered with MYNIC, no other person can register or use the specific domain name after the date of its registration. However, a domain name registration with the MYNIC does not automatically result in the owner of the domain name obtaining a trademark for the particular domain name. To achieve this, the domain name owner must successfully register the domain name as a trademark with MyIPO.

Notwithstanding the above, we have opted to register our websites under .com domain names, details of which are as follows:

(i)	www.batsmail.com;
(ii)	www.getbats.com;
(iii)	www.seebats.com;
(iv)	www.starboxrebates.com;
(v)	www.starboxholding.com;
(vi)	www.starboxholdings.com; and
(vii)	www.paybats.com.

As of the date of this prospectus, we have registered the above-mentioned seven domain names relating to our business in Malaysia.

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MANAGEMENT

Set forth below is information concerning our directors and executive officers.

The following individuals are our executive management and members of the board of directors.

Name	Age	Position(s)
Lee Choon Wooi	46	Chief Executive Officer, Director, and Chairman of the Board of Directors
Khoo Kien Hoe	51	Chief Financial Officer and Director
Lai Kwong Choy	59	Independent Director
Sung Ming-Hsuan	41	Independent Director
Law Peck Woon	43	Independent Director

The following is a brief biography of each of our executive officers and directors:

Mr. Lee Choon Wooi has served as our Chief Executive Officer and chairman of the board of directors since March 2022 and our director since February 2022. Mr. Lee has extensive experience in multi-level computation systems. Since January 2020, Mr. Lee has served as the chief executive officer at Starbox Berhad, where he is responsible for the management of day-to-day operations and high-level strategizing and business planning. From November 2013 to September 2021, Mr. Lee served as an executive director at Teclutions Sdn. Bhd., a multi-level marketing and e-commerce software system development company, where he was responsible for the overall management of the company. Mr. Lee received his bachelor’s degree in Business Computing from the University of Southern Queensland in 1995.

Mr. Khoo Kien Hoe has served as our Chief Financial Officer since March 2022 and our director since February 2022. Mr. Khoo has over 25 years of experience in corporate advisory, auditing, accounting, and taxation matters. Since January 2020, Mr. Khoo has served as the chief financial officer at Starbox Berhad, where he is responsible for the company’s overall financial management and internal control. Mr. Khoo has also served as a managing director at Bluetech Consultancy Sdn. Bhd. since April 2018 and KH Advisory Sdn. Bhd. since October 2015 (where he resigned in September 2018 and was re-appointed in December 2020), where he is responsible for tax compliance and accounting related matters. Mr. Khoo is also the founder and has served as the managing director of Bizguide Corporate Services Sdn. Bhd. since August 2011, a Malaysia-based company specializing in company secretarial, corporate advisory, and accounting related matters, where he was responsible for the company’s secretarial matters. Since July 2014, Mr. Khoo has served as an independent non-executive director and the chairman of the audit committee at Sunzen Biotech Berhad (KLSE: SUNZEN), a public listed company in Malaysia. Since November 2021, Mr. Khoo has also served as an independent non-executive director and the chairman of the audit committee at Scanwolf Corporation Berhad (KLSE: SCNWOLF), a public listed company in Malaysia. Mr. Khoo is an ACCA Fellowship (FCCA) and a member of MIA in Malaysia (Chartered Account), and received his Certificate in Accounting with Business Computing in 1992 and a diploma in Commerce in 1995 from Tunku Abdul Rahman University College.

Dato’ Dr. Lai Kwong Choy has served as our independent director since February 2022. Dr. Lai has over 29 years of management experience in the healthcare industry. Since October 2017, Dr. Lai has served as the medical officer in charge of the Emergency Department at Cengild G.I. Medical Center in Malaysia, a healthcare provider specializing in the diagnosis and treatment of gastrointestinal and liver disease. Since May 1992, Dr. Lai has served as a general practitioner and partner at Klinik Tanming Jaya, a private clinic in Malaysia he co-founded, where he is responsible for treating and managing patients. Dr Lai also co-founded a private pharmacy, Seremban Premier Pharmacy Sdn. Bhd., in September 1997 and has since served as a partner, responsible for the general management and advisory work. From September 2007 to August 2013, Dr. Lai served as a board member at the Malaysia Health Promotion Board under the Ministry of Health, Malaysia, where he was responsible for the yearly financial planning, human resource planning, and project planning of the Malaysia Health Promotion Board. He also served as the head of sub-committee of the Internal Audit of the Malaysia Health Promotion Board from September 2010 to August 2013. From June 2004 to May 2008, Dr. Lai also served as a local councilor at the Kajang Local Municipal Council, responsible for the yearly council planning (which includes approval for social and economically viable projects) and budgetary as well as human resource matters of the local council. Dr. Lai was conferred the “Darjah Indera Mahkota of Pahang” award from the Sultan of Pahang, which carries the title “Dato,” in 2009. Dr. Lai received his M.D. degree in Medicine from the National University of Malaysia in 1988, and subsequently obtained a diploma of Family Medicine in 2014 and participated in the Advanced Training in Family Medicine Program in 2016, both from the Academy of Family Physicians of Malaysia.

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Ms. Sung Ming-Hsuan has served as our independent director since February 2022. Ms. Sung has extensive experience in finance and investment and has served as the president at Skyrocket Investments LLC, a California-based investment fund, since December 2011. From September 2007 to July 2016, she also served as a director at Taipro Corporation Ltd., a Taiwan-based company specializing in manufacturing LED lighting products, which are largely exported to the U.S. market. From September 2005 to August 2007, Ms. Sung served as a management consultant at Howard Hotel, the flagship of Taiwan’s largest 5-star hotel group. Ms. Sung received her bachelor’s degree in Hospitality Management from the Collins College of Hospitality Management at California State Polytechnic University, Pomona in 2004.

Ms. Law Peck Woon has served as our independent director since February 2022. Ms. Law has over 20 years of experience in legal practice. Since February 2018, Ms. Law has served as a legal consultant at HZX Global Sdn. Bhd. and Midlands Riverfront Sdn. Bhd., both real estate developers, where she is responsible for providing commercial and legal advice in connection with business operations and providing contract review and risk analysis services in relation to construction and engineering contracts, consultancy services agreements, and material and equipment supply agreements. She has also served as the Deputy Chairperson of the Malaysia Anxi Chamber of Commerce and Industry since February 2020 and acts as a liaison for commerce activities in Malaysia and China. Since April 2007, Ms. Law has served as a legal consultant for several multinational corporations in Malaysia, including Canon Marketing (M) Sdn. Bhd., Flextronics (M) Sdn. Bhd., and Quill Solar Sdn. Bhd. From June 2001 to December 2006, Ms. Law practiced law at Azman Davison & Co., one of the top legal firms in Malaysia. Ms. Law received her bachelor of law degree from the University of Sheffield, England in 2000.

Pursuant to our articles of association, unless otherwise determined by our Company in a general meeting, we are required to have a minimum of three directors and the exact number of directors will be determined from time to time by our board of directors.

Under our articles of association, a director may be appointed by ordinary resolution or by the directors. An appointment of a director may be on terms that the director will automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our Company and the director, if any, but no such term will be implied in the absence of express provision. It is expected that, whether by ordinary resolution or by the directors, each director will be appointed on the terms that the director will hold office until the appointment of the director’s successor or the director’s re-appointment at the next annual general meeting, unless the director has sooner vacated office.

For additional information, see “Description of Share Capital—Directors.”

Family Relationships

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Board of Directors

Our board of directors consists of five directors. Our board of directors has determined that our three independent directors, Lai Kwong Choy, Sung Ming-Hsuan, and Law Peck Woon satisfy the “independence” requirements of the Nasdaq corporate governance rules.

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Duties of Directors

Under Cayman Islands law, all of our directors owe three types of duties to us: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Cayman Companies Act imposes a number of statutory duties on a director. Under Cayman Islands law, the fiduciary duties owed by a director include (a) a duty to act in good faith in what the director considers are in the best interests of the company, (b) a duty to exercise their powers in the company’s interests and only for the purposes for which they were given, (c) a duty to avoid improperly fettering the exercise of the director’s future discretion, (d) a duty to avoid any conflict of interest (whether actual or potential) between the director’s duty to the company and the director’s personal interests or a duty owed to a third party, and (e) a duty not to misuse the company’s property (including any confidential information and trade secrets). The common law duties owed by a director are those to exercise appropriate skill and care. The relevant threshold measure for such standard is that of a reasonable diligent person having both the general knowledge, skill, and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company, and the general knowledge, skill, and experience that that director has. In fulfilling their duty to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time, and our shareholder resolutions. We have the right to seek damages where certain duties owed by any of our directors are breached.

The functions and powers of our board of directors include, among others:

● appointing officers and determining the term of office of the officers;

● exercising the borrowing powers of the company and mortgaging the property of the company; and

● maintaining or registering a register of mortgages, charges, or other encumbrances of the company.

Terms of Directors and Executive Officers

Under our articles of association, a director may be appointed by ordinary resolution or by the directors. An appointment of a director may be on terms that the director will automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our Company and the director, if any, but no such term will be implied in the absence of express provision. It is expected that, whether by ordinary resolution or by the directors, each director will be appointed on the terms that the director will hold office until the appointment of the director’s successor or the director’s re-appointment at the next annual general meeting, unless the director has sooner vacated office.

All of our executive officers are appointed by and serve at the discretion of our board of directors.

Qualification

Under our articles of association, a director is not required to hold any shares in our Company by way of qualification. A director who is not a shareholder of our Company is nevertheless entitled to attend and speak at general meetings.

Employment Agreements and Indemnification Agreements

We will enter into employment agreements with each of our executive officers. Pursuant to employment agreements, the form of which is filed as Exhibit 10.1 to the registration statement of which this prospectus is a part, we will agree to employ each of our executive officers for a specified time period, which may be renewed upon both parties’ agreement 30 days before the end of the current employment term. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, receipt of bribery, or severe neglect of his or her duties. An executive officer may terminate his or her employment at any time with a one-month prior written notice. Each executive officer agrees to hold, both during and after the employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.

We will also enter into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

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Compensation of Directors and Executive Officers

For the fiscal year ended September 30, 2021, we paid an aggregate of MYR2.00 ($0.48) as compensation to our executive officers and directors. None of our non-employee directors have any service contracts with us that provide for benefits upon termination of employment. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers. Our Malaysian subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her statutory benefits.

Insider Participation Concerning Executive Compensation

Our former sole director, Choo Keam Hui, was making all determinations regarding executive officer compensation from the inception of our Company to February 2022. Our compensation committee has been making all determination regarding executive officer compensation since March 2022.

Committees of the Board of Directors

We have established three committees under the board of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee. Our independent directors serve on each of the committees. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of our three independent directors, Lai Kwong Choy, Sung Ming-Hsuan, and Law Peck Woon. Sung Ming-Hsuan is the chairperson of our audit committee. We have determined that each of our independent directors also satisfy the “independence” requirements of Rule 10A-3 under the Securities Exchange Act. Our board also has determined that Sung Ming-Hsuan qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq listing rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

● reviewing with the independent auditors any audit problems or difficulties and management’s response;

● discussing the annual audited financial statements with management and the independent auditors;

● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

● reviewing and approving all proposed related party transactions;

● meeting separately and periodically with management and the independent auditors; and

● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee. Our compensation committee consists of our three independent directors, Lai Kwong Choy, Sung Ming-Hsuan, and Law Peck Woon. Lai Kwong Choy is the chairperson of our compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

● reviewing and approving the total compensation package for our most senior executive officers;

● approving and overseeing the total compensation package for our executives other than the most senior executive officers;

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● reviewing and recommending to the board with respect to the compensation of our directors;

● reviewing periodically and approving any long-term incentive compensation or equity plans;

● selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and

● reviewing programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of our three independent directors, Lai Kwong Choy, Sung Ming-Hsuan, and Law Peck Woon. Law Peck Woon is the chairperson of our nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

● identifying and recommending nominees for appointment or re-appointment to our board of directors or for appointment to fill any vacancy;

● reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

● identifying and recommending to our board the directors to serve as members of committees;

● advising the board, periodically, with respect to significant developments in the law and practice of corporate governance, as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and

● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Code of Business Conduct and Ethics

Our board of directors will adopt a code of business conduct and ethics, which is filed as Exhibit 99.1 of the registration statement of which this prospectus is a part and is applicable to all of our directors, officers, and employees. We will make our code of business conduct and ethics publicly available on our website prior to the closing of this offering.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares as of the date of this prospectus, and as adjusted to reflect the sale of the Ordinary Shares offered in this offering for:

● each of our directors and executive officers; and

● each person known to us to own beneficially more than 5% of our Ordinary Shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this offering is based on 450,000,000 Ordinary Shares outstanding as of the date of this prospectus. Percentage of beneficial ownership of each listed person after this offering is based on [●] Ordinary Shares outstanding immediately after the completion of this offering if the underwriters do not exercise their over-allotment option and [●] Ordinary Shares outstanding immediately after the completion of this offering if the underwriters exercise their over-allotment option in full.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that any such person have voting or investment power with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants, or convertible securities, including Preferred Shares, held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. As of the date of the prospectus, we have 15 shareholders of record, none of whom are located in the United States. We will be required to have at least 300 unrestricted round lot shareholders at closing in order to satisfy the Nasdaq listing rules.

	Ordinary Shares Beneficially Owned Prior to this Offering					Ordinary Shares Beneficially Owned After this Offering (Over-allotment option not exercised)			Ordinary Shares Beneficially Owned After this Offering (Over-allotment option fully exercised)
	Number		Percent			Number	Percent		Number	Percent
Directors and Executive Officers(1):
Lee Choon Wooi		4,500,000		1.0	%			%			%
Khoo Kien Hoe		4,500,000		1.0	%
Lai Kwong Choy		—		—
Sung Ming-Hsuan		—		—
Law Peck Woon		—		—
All directors and executive officers as a group (five individuals):		9,000,000		2.0	%
5% Shareholders:
ZYZ Group Holdings Limited(2)		141,750,000		31.5	%
ZY Sales & Distribution Sdn. Bhd.(3)		40,500,000		9.0	%
Liu Marketing (M) Sdn. Bhd.(4)		40,500,000		9.0	%
EVL Corporation Limited(5)		40,500,000		9.0	%
WJG Group Holding Ltd(6)		40,500,000		9.0	%
CC Growth Edge Sdn. Bhd.(7)		40,500,000		9.0	%

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(1)	Unless otherwise indicated, the business address of each of the individuals is VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100, Kuala Lumpur, Malaysia.
(2)	The number of Ordinary Shares beneficially owned prior to this offering represents 141,750,000 Ordinary Shares held by ZYZ Group Holdings Limited, an Island of Nevis company 100% owned by Choo Teck Hong. The registered address of ZYZ Group Holdings Limited is Hamilton Reserve Plaza, Building #1, Suite 102, P.O. Box 590, Nevis.
(3)	The number of Ordinary Shares beneficially owned prior to this offering represents 40,500,000 Ordinary Shares held by ZY Sales & Distribution Sdn. Bhd., a Malaysian company 100% owned by Zhang Yong. The registered address of ZY Sales & Distribution Sdn. Bhd. is A-07-3A Ekocheras, No. 693 Batu 5 Jalan Cheras, 56000 Kuala Lumpur, Malaysia.
(4)	The number of Ordinary Shares beneficially owned prior to this offering represents 40,500,000 Ordinary Shares held by Liu Marketing (M) Sdn. Bhd., a Malaysian company 100% owned by Liu Jun. The registered address of Liu Marketing (M) Sdn. Bhd. is A-07-3A Ekocheras, No. 693 Batu 5 Jalan Cheras, 56000 Kuala Lumpur, Malaysia.
(5)	The number of Ordinary Shares beneficially owned prior to this offering represents 40,500,000 Ordinary Shares held by EVL Corporation Limited, a British Virgin Island company 100% owned by Chen Han-Chen. The registered address of EVL Corporation Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, the British Virgin Islands.
(6)	The number of Ordinary Shares beneficially owned prior to this offering represents 40,500,000 Ordinary Shares held by WJG Group Holding Ltd., a British Virgin Island company 100% owned by Wang Jian Guo. The registered address of WJG Group Holding Ltd. is Intershore Chambers, Road Town, Tortola, VG1110, the British Virgin Islands.
(7)	The number of Ordinary Shares beneficially owned prior to this offering represents 40,500,000 Ordinary Shares held by CC Growth Edge Sdn. Bhd., a Malaysian company 100% owned by Chen Chao. The registered address of CC Growth Edge Sdn. Bhd. is A-07-3A Ekocheras, No. 693 Batu 5 Jalan Cheras, 56000 Kuala Lumpur, Malaysia.

As of the date of this prospectus, none of our outstanding Ordinary Shares are held by record holders in the United States.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

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RELATED PARTY TRANSACTIONS

Employment Agreements

See “Management—Employment Agreements and Indemnification Agreements.”

Material Transactions with Related Parties

The relationship and the nature of related party transactions are summarized as follow:

Name of Related Party	Relationship to Us
Choo Keam Hui	Our former director and one of the directors of Starbox Berhad
Zenapp	An entity controlled by Choo Keam Hui prior to September 20, 2021
VE Services	An entity controlled by Choo Teck Hong, one of our beneficial shareholders, a director of Starbox Berhad, and a sibling of Choo Keam Hui

a. Due to a related party

Due to a related party consisted of the following:

Name	September 30, 2021		September 30, 2020
Choo Keam Hui	$	756,478	$	886,680

As of September 30, 2021 and 2020, the balance due to a related party in the amount of $756,475 and $886,680, respectively, was from loan advances from Choo Keam Hui, and was used as working capital during our normal course of business. Such advances were non-interest bearing and due on demand. As of March 31, 2022, the balance due as of September 30, 2021 had been fully repaid.

b. Office rental expenses paid by a related party

Prior to August 2021, we had not directly entered into any office lease agreements. Zenapp leased an office from the landlord and provided a small part of the office space to our Company to use for free. Based on the square footage allocation of the small office space used by our Company, the estimated office lease expense paid by Zenapp on behalf of our Company amounted to approximately $4,200 for the fiscal year ended September 30, 2020 and approximately $3,850 for the period from October 2020 to August 2021.

c. Sub-tenancy agreements with a related party

On August 20, 2021, StarboxGB, StarboxSB, and StarboxPB each entered into a sub-tenancy agreement with Zenapp to lease an office in Kuala Lumpur, Malaysia. The sub-tenancy agreements each had a lease term from September 1, 2021 to August 31, 2023 and monthly rent of MYR10,000 (approximately $2,424). The sub-tenancy agreements may be renewed for successive two-year terms. On March 31, 2022, StarboxGB, StarboxSB, and StarboxPB terminated the sub-tenancy agreements with Zenapp, effective on April 30, 2022.

d. Revenue from a related party

In May 2021, we started to provide payment solution services to merchants by referring them to VE Services. During fiscal year 2021, we referred 11 merchants to VE Services for payment processing and earned commission fees of $1,494, which were reported as revenue from payment solution services in our consolidated financial statements.

e. Advance to a related party

On September 23, 2020, StarboxGB signed a framework agreement with Zenapp, pursuant to which StarboxGB agreed to provide interest free cash advances to Zenapp up to a maximum of MYR10 million (approximately $2.4 million) to support Zenapp’s working capital needs within the next five years, if needed. The specific amount of cash advances was to be determined upon Zenapp’s request. Under this framework agreement, on October 8, 2020, February 23, 2021, and March 29, 2021, StarboxGB made cash advances in an aggregate amount of MYR1.6 million (approximately $0.4 million) to Zenapp. The cash advances were fully collected back or settled in August and September 2021. On September 30, 2021, StarboxGB and Zenapp entered into a supplemental agreement to terminate the framework agreement.

We do not have the intention to make additional cash advances to related parties going forward.

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DESCRIPTION OF SHARE CAPITAL

The following description of our share capital and provisions of our memorandum and articles of association, as amended from time to time, are summaries and do not purport to be complete. Reference is made to our memorandum and articles of association, copies of which are filed as an exhibit to the registration statement of which this prospectus is a part (and which is referred to in this section as our “articles of association”).

We were incorporated as an exempted company limited by shares under the Cayman Companies Act on September 13, 2021. A Cayman Islands exempted company:

● is a company that conducts its business mainly outside the Cayman Islands;

● is prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands);

● does not have to hold an annual general meeting;

● does not have to make its register of members open to inspection by shareholders of that company;

● may obtain an undertaking against the imposition of any future taxation;

● may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

● may register as a limited duration company; and

● may register as a segregated portfolio company.

Ordinary Shares

As of the date of this prospectus, we are authorized to issue 450,000,000 Ordinary Shares, par value $0.0001 per share. All of our issued and outstanding Ordinary Shares are fully paid and non-assessable. Our Ordinary Shares are issued in registered form, and are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our Ordinary Shares will not receive a certificate in respect of such Ordinary Shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares or warrants to bearer.

Subject to the provisions of the Cayman Companies Act and our articles of association regarding redemption and purchase of the shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. Such authority could be exercised by the directors to allot shares which carry rights and privileges that are preferential to the rights attaching to Ordinary Shares. No share may be issued at a discount except in accordance with the provisions of the Cayman Companies Act. The directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.

At the completion of this offering, there will be [●] (if the underwriters’ over-allotment option is not exercised) or [●] (if the underwriters’ over-allotment option is fully exercised) Ordinary Shares issued and outstanding held by at least 300 unrestricted round lot shareholders which is the minimum requirement by the Nasdaq Capital Market. Ordinary Shares sold in this offering will be delivered against payment from the underwriters upon the closing of the offering in New York, New York, on or about [●], 2022.

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Preferred Shares

We are authorized to issue 50,000,000 Preferred Shares, par value $0.0001 per share, and no Preferred Shares are currently issued and outstanding. The Preferred Shares have the following characteristics:

Conversion. Each Preferred Share is convertible into one Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Preferred Share delivering a written notice to us that such holder elects to convert a specified number of Preferred Share into Ordinary Shares. In no event shall Ordinary Shares be convertible into Preferred Shares. In addition, upon any sale, transfer, assignment, or disposition of any Preferred Share by a holder thereto (“Preferred Shareholder”) to any person who is not an affiliate of such Preferred Shareholder, or upon a change of control of any Preferred Share to any person who is not an affiliate of the registered shareholder of such Preferred Share, such Preferred Share shall be automatically and immediately converted into one Ordinary Share.

Voting. Each Preferred Share entitles its holder two votes on all matters subject to vote at general meetings of our Company.

Ranking. Except for the voting rights and conversion rights, the Ordinary Shares and the Preferred Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.

Dividends. Holders of Preferred Shares are entitled to their pro rata share, based on the number of Preferred Shares in issue, of any dividend paid on the Preferred Shares.

Listing

We have applied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “[●].”

Transfer Agent and Registrar

The transfer agent and registrar for the Ordinary Shares is Transhare Corporation, at Bayside Center 1, 17755 North U.S. Highway 19, Suite #140, Clearwater, FL 33764.

Dividends

Subject to the provisions of the Cayman Companies Act and any rights and restrictions attaching to any of our shares:

(a) the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and

(b) our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.

The directors, when paying, dividends to shareholders may make such payment wholly or partly in cash and/or in specie. No dividend shall bear interest.

Voting Rights

Subject to any rights or restrictions as to voting attached to any shares, (i) on a show of hands every shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorized representative or proxy) shall, at a general meeting of our Company, each have one vote; and (ii) on a poll every shareholder present in pension or by proxy (or, if a corporation or other non-natural person, by its duly authorized representative or proxy) shall have one vote for each Ordinary Share and two votes for each Preferred Share of which he or the person represented by proxy is the holder.

Conversion Rights

Ordinary Shares are not convertible. Preferred Shares are convertible, at the option of the holder thereof, into Ordinary Shares on a one-to-one basis.

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Modification of Rights of Shares

Whenever our capital is divided into different classes of shares, subject to any rights or restrictions for the time being attached to any class of shares, the rights attaching to any class of shares may only be materially adversely varied with the consent in writing of the holders of all of the issued shares of that class, or with the sanction of an ordinary resolution passed at a separate meeting of the holders of the shares of that class.

Subject to any rights or restrictions for the time being attached to any class of shares, the rights conferred on the holders of the shares of any class shall not be deemed to be materially adversely varied by, inter alia, the creation, allotment, or issue of further shares ranking pari passu with or subsequent to them or the redemption or purchase of any shares of any class by us. The rights of the holders of our shares shall not be deemed to be materially adversely varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced or weighted voting rights.

Alteration of Share Capital

Subject to the Cayman Companies Act, our shareholders may, by ordinary resolution:

(a) increase our share capital by new shares of the amount fixed by that ordinary resolution;

(b) consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;

(c) sub-divide our shares or any of them into shares of an amount smaller than that fixed, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and

(d) cancel shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

Our shareholders may, by special resolution, reduce our share capital and any capital redemption reserve in any manner authorized by law.

Calls on Shares and Forfeiture

Subject to the terms of allotment, the directors may make calls on the shareholders in respect of any monies unpaid on their shares and each shareholder shall (subject to receiving at least 14 calendar days’ notice specifying the time or times of payment), pay to us the amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate of eight percent per annum. The directors may, at their discretion, waive payment of the interest wholly or in part.

We have a first and paramount lien on every share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that share. We also have a first and paramount lien on every share registered in the name of a person indebted or under liability to us (whether he is the sole registered holder of a share or one of two or more joint holders). The lien is for all amounts owing to us by the shareholder or the shareholder’s estate (whether or not presently payable). At any time the directors may declare a share to be wholly or in part exempt from the lien on shares provisions of our articles of association. Our lien on a share extends to any amount payable in respect of it, including but not limited to dividends.

We may sell, in such manner as the directors may determine, any share on which we have a lien. However, no sale will be made unless an amount in respect of which the lien exists is presently payable or until the expiration of 14 calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder of the share, or the persons entitled thereto by reason of his death or bankruptcy.

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Unclaimed Dividend

A dividend that remains unclaimed after a period of six calendar years from the date of declaration of such dividend may be forfeited by the board of directors and, if so forfeited, shall revert to the Company.

Forfeiture or Surrender of Shares

If a shareholder fails to pay any call or installment of a call in respect of partly paid shares on the day appointed for payment, the directors may serve a notice on the shareholder requiring payment of the unpaid call or installment, together with any interest which may have accrued. The notice must name a further day (not earlier than the expiration of 14 calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and must state that in the event of non-payment at or before the time appointed, the shares in respect of which the call is made will be liable to be forfeited.

If the requirements of any such notice are not complied with, the directors may, before the payment required by the notice has been made, resolve that any share in respect of which that notice has been given be forfeited.

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit.

A person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding such forfeiture, remain liable to pay to us all monies which at the date of forfeiture were payable by him to us in respect of the shares forfeited, but his liability shall cease if and when we receive payment in full of the unpaid amount on the shares forfeited.

A certificate in writing made by a director that a share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against all persons claiming to be entitled to the particular share(s).

The directors may accept the surrender for no consideration of any fully paid share.

Share Premium Account

The directors shall establish a share premium account and shall carry the credit of such account from time to time to a sum equal to the amount or value of the premium paid on the issue of any share.

Redemption and Purchase of Own Shares

Subject to the Cayman Companies Act and our articles of association, we may:

(a)	issue shares that are to be redeemed or are liable to be redeemed, at our option or at the option of the shareholder holding those redeemable shares, in the manner and upon the terms as may be determined, before the issue of those shares, by either the directors or by the shareholders by special resolution;
(b)	purchase our own shares (including any redeemable shares) on the terms and in the manner which have been approved by the directors or by the shareholders by ordinary resolution or are otherwise authorized by our articles of association; and
(c)	make a payment in respect of the redemption or purchase of our own shares in any manner permitted by the Cayman Companies Act, including out of capital.

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Transfer of Shares

Provided that a transfer of Ordinary Shares complies with applicable rules of the Nasdaq Capital Market, a shareholder may transfer Ordinary Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by Nasdaq or in any other form approved by the directors, executed:

(a) where the Ordinary Shares are fully paid, by or on behalf of that shareholder; and

(b) where the Ordinary Shares are nil or partly paid, by or on behalf of that shareholder and the transferee.

The transferor shall be deemed to remain a shareholder until the name of the transferee is entered in our register of members in respect of the relevant Ordinary Shares.

Where the Ordinary Shares in question are not listed on or subject to the rules of the Nasdaq Capital Market, our board of directors may, in its absolute discretion, decline to register any transfer of any Ordinary Share that has not been fully paid up or is subject to a company lien. Our board of directors may also decline to register any transfer of such Ordinary Share unless:

(a)	the instrument of transfer is lodged with us, accompanied by the certificate for the Ordinary Shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
(b)	the instrument of transfer is in respect of only one class of Ordinary Shares;
(c)	the instrument of transfer is properly stamped, if required;
(d)	any fee related to the transfer has been paid to us; and
(e)	in the case of a transfer to joint holders, the number of joint holders to whom the Ordinary Share is to be transferred does not exceed four.

If our directors refuse to register a transfer, they are required, within three calendar months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, on 10 calendar days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and our register of members closed at such times and for such periods as our board of directors may from time to time determine. The registration of transfers, however, may not be suspended, and our register of members may not be closed, for more than 30 calendar days in any calendar year.

Inspection of Books and Records

Holders of our Ordinary Shares will have no general right under the Cayman Companies Act to inspect or obtain copies of our register of members or our corporate records.

General Meetings

As a Cayman Islands exempted company limited by shares, we are not obligated by the Cayman Companies Act to call shareholders’ annual general meetings; accordingly, we may, but shall not be obliged to (unless required by applicable law or the rules of the Nasdaq Capital Market), in each calendar year hold a general meeting as an annual general meeting. Any annual general meeting held shall be held at such time and place as may be determined by our board of directors. All general meetings other than annual general meetings shall be called extraordinary general meetings.

Our chairman or a majority of our directors may call general meetings and they must on a shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of our Company. A shareholders’ requisition is a requisition of shareholders holding at the date of deposit of the requisition shares which carry in aggregate not less than one-third of all votes attaching to our issued and outstanding shares that as at the date of the deposit carry the right to vote at our general meetings. The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at our registered office and may consist of several documents in like form, each signed by one or more requisitionist. If there are no directors as at the date of the deposit of the shareholders’ requisition or if the directors do not within 21 calendar days from the date of the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further 45 calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened must not be held after the expiration of two calendar months after the expiration of the said 45 calendar days.

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At least seven calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day, and the hour of the meeting and the general nature of the business and shall be given in the manner mentioned in our articles of association or in such other manner if any as may be prescribed by our Company. Notwithstanding the foregoing, a general meeting will, whether or not the notice specified in our articles of association has been given and whether or not the provisions of our articles of association regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: (a) in the case of an annual general meeting, by all the shareholders (or their proxies) entitled to attend and vote thereat; and (b) in the case of an extraordinary general meeting, by two-thirds of the shareholders having a right to attend and vote at the meeting, present in person or by proxy or, in the case of a corporation or other non-natural person, by its duly authorized representative or proxy.

No business, except for the appointment of a chairman for the meeting, may be transacted at any general meeting unless a quorum of shareholders is present at the time when the meeting proceeds to business. One or more shareholders holding shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to all shares in issue and entitled to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for all purposes.

If, within half an hour from the time appointed for the general meeting, a quorum is not present, the meeting will be dissolved.

The chairman may, with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 calendar days or more, notice of the adjourned meeting shall be given in accordance with our articles of association.

At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before, or on, the declaration of the result of the show of hands) demanded by the chairman of the meeting or any shareholder holding not less than 10 percent of the votes attaching to the shares present in person or by proxy, and unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of our Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

If a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

All questions submitted to a general meeting shall be decided by an ordinary resolution, except where a greater majority is required by our articles of association or by the Cayman Companies Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

Directors

Unless otherwise determined by our Company in general meeting, we are required to have a minimum of three directors and the exact number of directors will be determined from time to time by our board of directors.

A director may be appointed by ordinary resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.

The remuneration of the directors may be determined by the directors or by ordinary resolution.

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A director is not required to hold any shares in our Company by way of qualification. A director who is not a shareholder of our Company is nevertheless entitled to attend and speak at general meetings.

An appointment of a director may be on terms that the director will automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our Company and the director, if any, but no such term will be implied in the absence of express provision. Each director whose term of office expires will be eligible for re-election at a meeting of the shareholders or re-appointment by the board of directors.

A director may be removed by ordinary resolution notwithstanding anything in our articles of association or in any agreement between our Company and such director (but without prejudice to any claim for damages under such agreement). A vacancy on the board of directors created by the removal of a director under the previous sentence may be filled by ordinary resolution or by the affirmative vote of a simple majority of the remaining directors present and voting at a meeting of the board of directors. The notice of any meeting at which a resolution to remove a director shall be proposed or voted upon must contain a statement of the intention to remove that director and such notice must be served on that director not less than 10 calendar days before the meeting. Such director is entitled to attend the meeting and be heard.

The office of a director will be vacated if the director:

(a) becomes bankrupt or makes any arrangement or composition with his creditors;

(b) dies or is found to be or becomes of unsound mind;

(c) resigns his office by notice in writing to us;

(d) without special leave of absence from the board of directors, is absent from meetings of the board of directors for three consecutive meetings and the board of directors resolves that his office be vacated; or

(e) is removed from office pursuant to any other provision of our articles of association.

Each of the compensation committee and the nominating and corporate governance committee shall consist of at least three directors and the majority of the committee members shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules. The audit committee shall consist of at least three directors, all of whom shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules and will meet the criteria for independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.

Powers and Duties of Directors

Subject to the provisions of the Cayman Companies Act and our memorandum and articles of association, our business shall be managed by the directors, who may exercise all our powers. No resolution passed by the shareholders in general meeting shall invalidate any prior act of the directors that would have been valid if that resolution had not been passed.

The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors. Our board of directors have established an audit committee, a compensation committee, and a nomination and corporate governance committee.

The board of directors may establish any committees, local boards, or agencies for managing any of our affairs and delegate to it any of the powers, authorities, and discretions for the time being vested in the directors (with power to sub-delegate) and may appoint any natural persons to be members of a committee, local board, or agency or to be managers or agents, and may fix their remuneration.

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The directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm, or person or body of persons, to be our attorney or attorneys or authorized signatory for such purposes and with such powers, authorities, and discretion (not exceeding those vested in or exercisable by the directors under our articles of association) and for such period and subject to such conditions as they may think fit. Any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney or authorized signatory as the directors may think fit, and may also authorize any such attorney or authorized signatory to delegate all or any of the powers, authorities, and discretion vested in him.

The directors may from time to time at their discretion exercise all our powers to raise or borrow money and to mortgage or charge our undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds, and other securities, whether outright or as collateral security for any of our or any third party’s debts, liabilities, or obligations.

A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our Company shall declare the nature of his interest at a meeting of the directors. A director shall not, as a director, vote in respect of any contract, transaction, arrangement or proposal in which he has an interest which (together with any interest of any person connected with him) is a material interest (otherwise than by virtue of his interests, direct or indirect, in shares or debentures or other securities of, or otherwise in or through, us) and if he shall do so his vote shall not be counted, nor in relation thereto shall he be counted in the quorum present at the meeting, but (in the absence of some other material interest than is mentioned below) none of these prohibitions shall apply to:

(a) the giving of any security, guarantee or indemnity in respect of:

(i) money lent or obligations incurred by him or by any other person for our benefit or any of our subsidiaries; or

(ii) a debt or obligation of ours or any of our subsidiaries for which the director himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(b) where we or any of our subsidiaries is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to or may participate;

(c) any contract, transaction, arrangement or proposal affecting any other body corporate in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor or otherwise howsoever, provided that he (together with persons connected with him) does not to his knowledge hold an interest representing one percent or more of any class of the equity share capital of such body corporate (or of any third body corporate through which his interest is derived) or of the voting rights available to shareholders of the relevant body corporate;

(d) any act or thing done or to be done in respect of any arrangement for the benefit of the employees of us or any of our subsidiaries under which he is not accorded as a director any privilege or advantage not generally accorded to the employees to whom such arrangement relates; or

(e) any matter connected with the purchase or maintenance for any director of insurance against any liability or (to the extent permitted by the Cayman Companies Act) indemnities in favor of directors, the funding of expenditure by one or more directors in defending proceedings against him or them or the doing of anything to enable such director or directors to avoid incurring such expenditure.

A director may, as a director, vote (and be counted in the quorum) in respect of any contract, transaction, arrangement, or proposal in which he has an interest which is not a material interest or as described above provided that such director, if his interest (whether direct or indirect) in such contract or arrangement is material, has declared the nature of his interest at the earliest meeting of the board of directors at which it is practicable for him to do so, either specifically or by way of a general notice, and if such contract of arrangement is a transaction with a related party, such transaction has been approved by our audit committee.

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Capitalization of Profits

Subject to the Cayman Companies Act, the directors may:

(a) resolve to capitalize an amount standing to the credit of reserves (including a share premium account capital redemption reserve and profit and loss account), which is available for distribution;

(b) appropriate the sum resolved to be capitalized to the shareholders in proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards: (i) paying up the amounts (if any) for the time being unpaid on shares held by them respectively, or (ii) paying up in full unissued shares or debentures of a nominal amount equal to that sum, and allot the shares or debentures, credited as fully paid, to the shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve, and profits which are not available for distribution may for these purposes only be applied in paying up unissued shares to be allotted to shareholders credited as fully paid;

(c) make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalized reserve and in particular, without limitation, where shares or debentures become distributable in fractions the directors may deal with the fractions as they think fit;

(d) authorize a person to enter (on behalf of all the shareholders concerned) into an agreement with us providing for either: (i) the allotment to the shareholders respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalization, or (ii) the payment by us on behalf of the shareholders (by the application of their respective proportions of the reserves resolved to be capitalized) of the amounts or part of the amounts remaining unpaid on their existing shares, and any such agreement made under this authority being effective and binding on all those shareholders; and

(e) generally do all acts and things required to give effect to the resolutions.

Liquidation Rights

If we are wound up, the shareholders may, subject to any other sanction required by the Cayman Companies Act, pass a special resolution allowing the liquidator to do either or both of the following:

(a) divide amongst the shareholders in specie or in kind the whole or any part of our assets and, for that purpose, value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders; and

(b) vest the whole or any part of the assets in trustees upon such trusts for the benefit of the shareholders as the liquidator, with the like sanction, thinks fit, but so that no shareholder will be compelled to accept any asset upon which there is a liability.

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Register of Members

Under the Cayman Companies Act, we must keep a register of members and there should be entered therein:

● the names and addresses of our shareholders, and, a statement of the shares held by each member, which:

○	distinguishes each share by its number (so long as the share has a number);
○	confirms the amount paid, or agreed to be considered as paid, on the shares of each member;
○	confirms the number and category of shares held by each member; and
○	confirms whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional;

● the date on which the name of any person was entered on the register as a shareholder; and

● the date on which any person ceased to be a shareholder.

Under the Cayman Companies Act, the register of members of our company is prima facie evidence of the matters set out therein (that is, the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in the register of members is deemed as a matter of the Cayman Companies Act to have legal title to the shares as set against its name in the register of members. Upon the completion of this offering, the register of members will be immediately updated to record and give effect to the issuance of shares by us to the custodian or its nominee. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name.

If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a shareholder of our company, the person or shareholder aggrieved (or any shareholder of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Grand Court of the Cayman Islands may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

The Cayman Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Cayman Companies Act and the current Companies Act of the UK. In addition, the Cayman Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Cayman Companies Act applicable to us and the comparable laws applicable to companies incorporated in the State of Delaware in the United States.

	Delaware	Cayman Islands
Title of Organizational Documents	Certificate of Incorporation and Bylaws	Certificate of Incorporation and Memorandum and Articles of Association
Duties of Directors	Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders. The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of the corporation’s employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the shareholders.	As a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Cayman Companies Act imposes a number of statutory duties on a director. Under Cayman Islands law, the fiduciary duties owed by a director include (a) a duty to act in good faith in what the director considers are in the best interests of the company, (b) a duty to exercise their powers in the company’s interests and only for the purposes for which they were given, (c) a duty to avoid improperly fettering the exercise of the director’s future discretion, (d) a duty to avoid any conflict of interest (whether actual or potential) between the director’s duty to the company and the director’s personal interests or a duty owed to a third party, and (e) a duty not to misuse the company’s property (including any confidential information and trade secrets). The common law duties owed by a director are those to exercise appropriate skill and care. The relevant threshold is that of a reasonable diligent person having both the general knowledge, skill, and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company, and the general knowledge, skill, and experience that that director has. In fulfilling their duty to us, our directors must ensure compliance with our articles of association, as amended and restated from time to time, and our shareholder resolutions. We have the right to seek damages where certain duties owed by any of our directors are breached.

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Limitations on Personal Liability of Directors Subject to the limitations described below, a certificate of incorporation may provide for the elimination or limitation of the personal liability of a director to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director. Such provision cannot limit liability for breach of loyalty, bad faith, intentional misconduct, unlawful payment of dividends or unlawful share purchase or redemption. In addition, the certificate of incorporation cannot limit liability for any act or omission occurring prior to the date when such provision becomes effective. Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

Indemnification of Directors, Officers, Agents, and Others	A corporation has the power to indemnify any director, officer, employee, or agent of corporation who was, is, or is threatened to be made a party who acted in good faith and in a manner he believed to be in the best interests of the corporation, and if with respect to a criminal proceeding, had no reasonable cause to believe his conduct would be unlawful, against amounts actually and reasonably incurred.	Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty. Our articles of association provide that we will indemnify every director, secretary, assistant secretary, or other officer for the time being and from time to time of our Company (but not including our auditors) and the personal representatives of the same and from: (a) all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by such person, other than by reason of such person’s own dishonesty, willful default, or fraud, in or about the conduct of our business or affairs or in the execution or discharge of that person’s duties, powers, authorities, or discretions; and (b) without limitation to paragraph (a) above, all costs, expenses, losses, or liabilities incurred by such person in defending (whether successfully or otherwise) any civil proceedings concerning us or our affairs in any court, whether in the Cayman Islands or elsewhere.
Interested Directors	Under Delaware law, a transaction in which a director who has an interest in such transaction would not be voidable if (i) the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum, (ii) such material facts are disclosed or are known to the shareholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the shareholders, or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified. Under Delaware law, a director could be held liable for any transaction in which such director derived an improper personal benefit.	Interested director transactions are governed by the terms of a company’s memorandum and articles of association.

Voting Requirements The certificate of incorporation may include a provision requiring supermajority approval by the directors or shareholders for any corporate action. In addition, under Delaware law, certain business combinations involving interested shareholders require approval by a supermajority of the non-interested shareholders. For the protection of shareholders, certain matters must be approved by special resolution of the shareholders as a matter of Cayman Islands law, including alteration of the memorandum or articles of association, appointment of inspectors to examine company affairs, reduction of share capital (subject, in relevant circumstances, to court approval), change of name, authorization of a plan of merger or transfer by way of continuation to another jurisdiction or consolidation or voluntary winding up of the company. The Cayman Companies Act requires that a special resolution be passed by a majority of at least two-thirds or such higher percentage as set forth in the memorandum and articles of association, of shareholders being entitled to vote and do vote in person or by proxy at a general meeting, or by unanimous written consent of shareholders entitled to vote at a general meeting.

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Voting for Directors	Under Delaware law, unless otherwise specified in the certificate of incorporation or bylaws of the corporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.	Director election is governed by the terms of the memorandum and articles of association.
Cumulative Voting	No cumulative voting for the election of directors unless so provided in the certificate of incorporation.	There are no prohibitions in relation to cumulative voting under the Cayman Companies Act but our articles of association do not provide for cumulative voting.
Directors’ Powers Regarding Bylaws	The certificate of incorporation may grant the directors the power to adopt, amend or repeal bylaws.	The memorandum and articles of association may only be amended by a special resolution of the shareholders.
Nomination and Removal of Directors and Filling Vacancies on Board	Shareholders may generally nominate directors if they comply with advance notice provisions and other procedural requirements in company bylaws. Holders of a majority of the shares may remove a director with or without cause, except in certain cases involving a classified board or if the company uses cumulative voting. Unless otherwise provided for in the certificate of incorporation, directorship vacancies are filled by a majority of the directors elected or then in office.	Nomination and removal of directors and filling of board vacancies are governed by the terms of the memorandum and articles of association.

Mergers and Similar Arrangements Under Delaware law, with certain exceptions, a merger, consolidation, exchange or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction. Delaware law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90% of each class of capital stock without a vote by shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights. The Cayman Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of Companies in the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures. A merger between a Cayman Islands parent company and its Cayman Islands subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose, a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company. The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands. Except in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

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In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that: (a) the statutory provisions as to the required majority vote have been met; (b) the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; (c) the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and (d) the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act.

The Cayman Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction is thus approved, or if a tender offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

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Shareholder Suits	Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.	In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge: (a) an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders; (b) an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and (c) an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company.
Inspection of Corporate Records	Under Delaware law, shareholders of a Delaware corporation have the right during normal business hours to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.	Shareholders of a Cayman Islands exempted company have no general right under Cayman Islands law to inspect or obtain copies of a list of shareholders or other corporate records (other than the register of mortgages or charges) of the company. However, these rights may be provided in the company’s memorandum and articles of association.
Shareholder Proposals	Unless provided in the corporation’s certificate of incorporation or bylaws, Delaware law does not include a provision restricting the manner in which shareholders may bring business before a meeting.	The Cayman Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our articles of association allow our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to all of our issued and outstanding shares, to requisition a general meeting of our shareholders, in which case our chairman or a majority of our directors are obliged to call such meeting. If there are no directors as at the date of the deposit of the shareholders’ requisition or if the directors do not within 21 calendar days from the date of the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further 45 calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened must not be held after the expiration of two calendar months after the expiration of the said 45 calendar days. Our articles of association provide no other right to put any proposals before annual general meetings or extraordinary general meetings. As a Cayman Islands exempted company, we are not obligated by law to call shareholders’ annual general meetings. However, our corporate governance guidelines require us to call such meetings every year.

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Approval of Corporate Matters by Written Consent	Delaware law permits shareholders to take actions by written consent signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of shareholders.	The Cayman Companies Act allows a special resolution to be passed in writing if signed by all the voting shareholders (if authorized by the memorandum and articles of association).
Calling of Special Shareholders Meetings	Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.	The Cayman Companies Act does not have provisions governing the proceedings of shareholders meetings, which are usually provided in the memorandum and articles of association. Please see above.
Dissolution; Winding Up	Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors.	Under the Cayman Companies Act, a company may be wound up voluntarily (a) by virtue of a special resolution, (b) because the period, if any, fixed for the duration of the company by its articles of association has expired, or (c) because the event, if any, has occurred, on the occurrence of which its articles of association provide that the company shall be wound up. Our articles of association contain no fixed period for the duration of our Company and no provisions for the winding up of our Company on the occurrence of any particular event. Under the Cayman Companies Act, a company may also be wound up compulsorily by order of the Grand Court of the Cayman Islands, including if the company is unable to pay its debts as they fall due or the Grand Court of the Cayman Islands is of the opinion that it is just and equitable that the company should be wound up.

Anti-money Laundering, Countering the Financing of Terrorism and Counter Proliferation Financing—Cayman Islands

If any person resident in the Cayman Islands knows or suspects or has reason for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of their business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act (as amended) of the Cayman Islands) or the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (as amended), if the disclosure relates to criminal conduct or money laundering or (ii) to a police constable or a nominated officer (pursuant to the Terrorism Act (as amended) of the Cayman Islands) or the Financial Reporting Authority, pursuant to the Terrorism Act (as amended), if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

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Data Protection in the Cayman Islands – Privacy Notice

This privacy notice explains the manner in which we collect, process, and maintain personal data about our investors pursuant to the Data Protection Act (as amended) of the Cayman Islands, as amended from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPA”).

We are committed to processing personal data in accordance with the DPA. In our use of personal data, we will be characterized under the DPA as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPA. These service providers may process personal information for their own lawful purposes in connection with services provided to us.

By virtue of your investment in our Company, we and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals may be directly or indirectly identified.

Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory obligation to which we are subject, or (c) where the processing is for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed. As a data controller, we will only use your personal data for the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.

We anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).

We will not hold your personal data for longer than necessary with regard to the purposes of the data processing.

We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.

We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal data.

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment into our Company, this will be relevant for those individuals and you should inform such individuals of the content.

You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us to delete your personal data in some limited circumstances.

If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.

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Economic Substance in the Cayman Islands

The Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act (as amended) (the “Substance Act”) came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, applies in respect of financial years commencing July 1, 2019, onwards. However, it is anticipated that our Company may remain out of scope of the legislation or else be subject to more limited substance requirements.

History of Share Issuances

The following is a summary of our share issuances since incorporation.

On September 13, 2021, we issued an aggregate of 450,000,000 Ordinary Shares to our founding shareholders for an aggregate consideration of $45,000.

On February 17, 2022, our then sole director approved the transfers of an aggregate 45,000,000 Ordinary Shares from our founding shareholders to certain employees and pre-IPO investors, including 4,500,000 Ordinary Shares to Mr. Lee Choon Wooi and 4,500,000 Ordinary Shares to Mr. Khoo Kien Hoe.

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SHARES ELIGIBLE FOR FUTURE SALE

Before our initial public offering, there has not been a public market for our Ordinary Shares, and although we have applied to list our Ordinary Shares on the Nasdaq Capital Market, a regular trading market for our Ordinary Shares may not develop. Future sales of substantial amounts of our Ordinary Shares in the public market after our initial public offering, or the possibility of these sales occurring, could cause the prevailing market price for our Ordinary Shares to fall or impair our ability to raise equity capital in the future. Upon completion of this offering, we will have outstanding Ordinary Shares held by public shareholders representing approximately [●]% of our Ordinary Shares in issue if the underwriters do not exercise their over-allotment option, and approximately [●]% of our Ordinary Shares in issue if the underwriters exercise their over-allotment option in full. All of the Ordinary Shares sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act.

Lock-Up Agreements

We have agreed not to, for a period of 180 days from the effective date of the registration statement of which this prospectus is a part, offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, except in this offering, any of our Ordinary Shares or securities that are substantially similar to our Ordinary Shares, including any options or warrants to purchase our Ordinary Shares, or any securities that are convertible into or exchangeable for, or that represent the right to receive, our Ordinary Shares or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up agreement was executed), without the prior written consent of the Representative.

Furthermore, each of our directors and executive officers has also entered into a similar lock-up agreement for a period of 180 days from the effective date of the registration statement of which this prospectus is a part, subject to certain exceptions, with respect to our Ordinary Shares and securities that are substantially similar to our Ordinary Shares.

We are not aware of any plans by any significant shareholders to dispose of significant numbers of our Ordinary Shares. However, one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for our Ordinary Shares may dispose of significant numbers of our Ordinary Shares in the future. We cannot predict what effect, if any, future sales of our Ordinary Shares, or the availability of Ordinary Shares for future sale, will have on the trading price of our Ordinary Shares from time to time. Sales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of our Ordinary Shares.

Rule 144

All of our Ordinary Shares outstanding prior to the closing of this offering are “restricted securities,” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement, such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who is not deemed to have been our affiliate at any time during the three months preceding a sale and who has beneficially owned restricted securities within the meaning of Rule 144 for more than six months would be entitled to sell an unlimited number of those shares, subject only to the availability of current public information about us. A non-affiliate who has beneficially owned restricted securities for at least one year from the later of the date these shares were acquired from us or from our affiliate would be entitled to freely sell those shares.

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A person who is deemed to be an affiliate of ours and who has beneficially owned “restricted securities” for at least six months would be entitled to sell, within any three-month period, a number of shares that is not more than the greater of:

● 1% of the number of Ordinary Shares then outstanding, in the form of Ordinary Shares or otherwise, which will equal approximately [●] shares immediately after this offering, assuming the underwriters do not exercise their over-allotment option; or

● the average weekly trading volume of the Ordinary Shares on the Nasdaq Capital Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants, or advisors who purchases our Ordinary Shares from us in connection with a compensatory stock plan or other written agreement executed prior to the completion of this offering is eligible to resell those Ordinary Shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Regulation S

Regulation S provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirements of the Securities Act.

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MATERIAL INCOME TAX CONSIDERATION

Malaysian Enterprise Taxation

The following brief description of Malaysian enterprise income taxation is designed to highlight the enterprise-level taxation on our earnings, which will affect the amount of dividends, if any, we are ultimately able to pay to our shareholders. See “Dividend Policy.”

Income Tax in Malaysia

The principal legislation that governs a person’s income tax in Malaysia is the Income Tax Act 1967 (the “ITA”). The regulatory body implementing and enforcing the ITA is the Inland Revenue Board of Malaysia (“IRB”). Pursuant to Section 3 of the ITA, income tax shall be charged for each year of assessment (“YA”) upon the income of any person accruing in or derived from Malaysia or received in Malaysia from outside Malaysia.

Pursuant to Section 8 of the ITA, a company is a tax resident in Malaysia if its management and control are exercised in Malaysia. Management and control are normally considered to be exercised at the place where the directors’ meetings concerning management and control of the company are held. The income tax rate payable by a resident company differs depending on the amount of the company’s paid-up capital and its annual sale in relation to the particular YA. With reference to Appendix 10 (Imposition of Cukai Makmur) of the Budget 2022, a resident company with a paid-up capital not exceeding MYR2.5 million and an annual sale of not more than MYR50 million during YA 2022 is categorized as a Micro, Small, and Medium Enterprise (“MSME”) and is subject to an income tax rate of 17% on chargeable income up to MYR600,000. The remaining chargeable income above MYR600,000 is taxed at 24%. A resident company that is not categorized as an MSME will be taxed at 24% for all its chargeable income. Further, for YA 2022 only, a special one-off tax (Cukai Makmur) will be imposed on companies (other than MSMEs) generating high income during the COVID-19 pandemic period. The one-off tax consists of the following two parts: (i) the chargeable income up to the first MYR100 million is subject to a 24% tax rate; and (ii) the remaining chargeable income above MYR100 million is taxed at 33%.

Pursuant to the ITA, a non-resident company—namely, a company whose management and control are not exercised in Malaysia and thus does not fall under the purview of Section 8 of the ITA—is subject to the following tax rates:

Types of Income	Rate (%)
Business income		24
Royalties derived from Malaysia		10
Rental of moveable properties		10
Advice, assistance, or services rendered in Malaysia		10
Interest		15*
Dividends		Exempt
Other income		10

Note: Where the recipient is resident in a country that has a double tax agreement with Malaysia, the tax rates for the specific sources of income may be reduced.

* Interest paid to a non-resident by a bank or a finance company in Malaysia is exempt from tax.

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Foreign-Sourced Income

Malaysia adopts a territorial principle of taxation, under which only income accruing in or derived from or received in Malaysia from outside Malaysia is subject to income tax in Malaysia pursuant to Section 3 of the ITA. Previously, “income received in Malaysia from outside Malaysia” or “foreign-sourced income” (“FSI”) received by Malaysian taxpayers is not taxable due to the availability of tax exemption under Paragraph 28, Schedule 6 of the ITA (“Para 28”). This exemption is applicable to any person other than a resident company carrying on the business of banking, insurance, or sea or air transport, in respect of income derived from sources outside Malaysia and received in Malaysia, pursuant to Para 28. On October 29, 2021, however, the Malaysian government announced via the Budget 2022 that the exemption under Para 28 will no longer be applicable to tax residents, effective from January 1, 2022. Therefore, income tax will be imposed on resident persons in Malaysia on income derived from foreign sources and received in Malaysia with effect from January 1, 2022. Such income will be treated equally vis-à-vis income accruing in or derived from Malaysia and taxable under Section 3 of the ITA.

In summary, the tax treatments for the income of a person in Malaysia are depicted as follows:

Income Derived From	Income Received In	Prior to January 1, 2022	Effective from January 1, 2022
Malaysia	Malaysia	Taxable	Taxable
Malaysia	Malaysia from outside Malaysia	Taxable	Taxable
Overseas	Malaysia from outside Malaysia	Tax Exempted	Taxable
Overseas	Overseas	Tax Exempted	Tax Exempted

On November 16, 2021, the IRB announced the Special Income Remittance Program (“SIRP”) for Malaysian tax residents whose income is derived from foreign sources and received in Malaysia. The implementation of taxation on FSI is staggered into the following two timelines, depending on the timing of remittance of FSI into Malaysia: (i) during the period from January 1 to June 30, 2022 (six months) (the “SIRP Period”), FSI remitted shall be taxed at a fixed rate of 3% on the gross amount of income remitted; and (ii) on or after July 1, 2022, FSI remitted shall be taxed at the prevailing tax rate applicable to tax residents on the statutory income, namely, gross FSI less expenses attributable to the FSI. FSI remitted under the SIRP will be accepted in good faith by the IRB as the IRB will not conduct an audit or investigation on the taxpayer. In addition, the IRB will not impose any penalty on FSI remitted during the SIRP Period.

Notwithstanding the implementation of taxation on FSI, the Malaysian Ministry of Finance announced on December 30, 2021 that exemption from income tax would be available for a period of five years commencing from January 1, 2022 to December 31, 2026 on certain categories of FSI received by Malaysian tax residents, when certain qualifying conditions are met. Specifically, (i) for individuals excluding those carrying on business in Malaysia through a partnership, all categories of FSI are exempted; and (ii) for companies and limited liability partnerships, foreign-sourced dividend income is exempted.

The Malaysian Ministry of Finance will enact the above income tax exemption by issuing a Ministerial exemption order in due course. Notably, this income tax exemption will also be subject to a set of eligibility requirements that will be detailed in the guidelines to be issued by the IRB.

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Profit Distribution and Withholding Tax

We are a holding company incorporated as an exempted company in the Cayman Islands and we gain substantial income by way of dividends to be paid to us from Starbox Berhad, our direct subsidiary company in Malaysia.

Malaysia is under the single-tier tax system, under which income tax imposed on a company’s chargeable income is a final tax, and dividends distributed are exempt from tax in the hands of the shareholders pursuant to Section 108 of the ITA. As such, companies are not required to deduct tax from dividends paid to shareholders, and no tax credits will be available to offset against the recipient’s tax liability. Corporate shareholders receiving exempt single-tier dividends can, in turn, distribute such dividends to their own shareholders, who are also exempt on such receipts. In addition, while Malaysia imposes withholding tax on certain payments, such as interest, royalties, contract payments, and special classes of income, Malaysia does not do so on dividends in addition to tax on the profits out of which the dividends are declared. Such position aligns with the double taxation agreements (“DTAs”) concluded by Malaysia with an extensive number of countries, including the United States. Pursuant to the DTAs, no withholding tax will be imposed on dividends paid by Malaysian companies to non-residents.

In view of the above, we believe that dividends which will be paid to us from our direct subsidiary in Malaysia will not be subject to any withholding tax.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, as the case may be, nor will gains derived from the disposal of our Ordinary Shares be subject to Cayman Islands income or corporation tax.

United States Federal Income Taxation

The following does not address the tax consequences to any particular investor or to persons in special tax situations, such as:

● banks;

● financial institutions;

● insurance companies;

● regulated investment companies;

● real estate investment trusts;

● broker-dealers;

● persons that elect to mark their securities to market;

● U.S. expatriates or former long-term residents of the U.S.;

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● governments or agencies or instrumentalities thereof;

● tax-exempt entities;

● persons liable for alternative minimum tax;

● persons holding our Ordinary Shares as part of a straddle, hedging, conversion or integrated transaction;

● persons that actually or constructively own 10% or more of our voting power or value (including by reason of owning our Ordinary Shares);

● persons who acquired our Ordinary Shares pursuant to the exercise of any employee share option or otherwise as compensation;

● persons holding our Ordinary Shares through partnerships or other pass-through entities;

● beneficiaries of a Trust holding our Ordinary Shares; or

● persons holding our Ordinary Shares through a trust.

The discussion set forth below is addressed only to U.S. Holders that purchase Ordinary Shares in this offering. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Ordinary Shares.

Material Tax Consequences Applicable to U.S. Holders of Our Ordinary Shares

The following sets forth the material U.S. federal income tax consequences related to the ownership and disposition of our Ordinary Shares. It is directed to U.S. Holders (as defined below) of our Ordinary Shares and is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This description does not deal with all possible tax consequences relating to ownership and disposition of our Ordinary Shares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non-U.S. tax laws, state, local and other tax laws.

The following brief description applies only to U.S. Holders that hold Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of this prospectus and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this prospectus, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Ordinary Shares and you are, for U.S. federal income tax purposes,

● an individual who is a citizen or resident of the United States;

● a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;

● an estate whose income is subject to U.S. federal income taxation regardless of its source; or

● a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership (or other entities treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our Ordinary Shares are urged to consult their tax advisors regarding an investment in our Ordinary Shares.

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Taxation of Dividends and Other Distributions on our Ordinary Shares

Subject to the PFIC rules discussed below, the gross amount of distributions made by us to you with respect to the Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Ordinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a PFIC for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the Cayman Islands, clause (1) above can be satisfied only if the Ordinary Shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on certain exchanges, which presently include the NYSE and the Nasdaq Stock Market. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Ordinary Shares, including the effects of any change in law after the date of this prospectus.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Taxation of Dispositions of Ordinary Shares

Subject to the PFIC rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Ordinary Shares for more than one year, you will generally be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes which will generally limit the availability of foreign tax credits.

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PFIC

A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the US Internal Revenue Code, for any taxable year if either:

● at least 75% of its gross income for such taxable year is passive income; or

● at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raise in this offering will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our Ordinary Shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets (including the cash raised in this offering) on any particular quarterly testing date for purposes of the asset test.

Based on our operations and the composition of our assets we do not expect to be treated as a PFIC under the current PFIC rules. We must make a separate determination each year as to whether we are a PFIC, however, and there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. Depending on the amount of cash we raise in this offering, together with any other assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. In addition, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Ordinary Shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Ordinary Shares and the amount of cash we raise in this offering. Accordingly, fluctuations in the market price of the Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Ordinary Shares from time to time and the amount of cash we raise in this offering) that may not be within our control. If we are a PFIC for any year during which you hold Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Ordinary Shares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, however, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Ordinary Shares.

If we are a PFIC for your taxable year(s) during which you hold Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Ordinary Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Ordinary Shares will be treated as an excess distribution. Under these special tax rules:

● the excess distribution or gain will be allocated ratably over your holding period for the Ordinary Shares;

● the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

● the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

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The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital, even if you hold the Ordinary Shares as capital assets.

A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the US Internal Revenue Code for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) Ordinary Shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Ordinary Shares as of the close of such taxable year over your adjusted basis in such Ordinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Ordinary Shares over their fair market value as of the close of the taxable year. Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Ordinary Shares. Your basis in the Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “—Taxation of Dividends and Other Distributions on our Ordinary Shares” generally would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including the Nasdaq Capital Market. If the Ordinary Shares are regularly traded on the Nasdaq Capital Market and if you are a holder of Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.

Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the US Internal Revenue Code with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. The qualified electing fund election, however, is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Ordinary Shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Ordinary Shares, including regarding distributions received on the Ordinary Shares and any gain realized on the disposition of the Ordinary Shares.

If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Ordinary Shares, then such Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Ordinary Shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Ordinary Shares for tax purposes.

IRC Section 1014(a) provides for a step-up in basis to the fair market value for our Ordinary Shares when inherited from a decedent that was previously a holder of our Ordinary Shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) our Ordinary Shares, or a mark-to-market election and ownership of those Ordinary Shares are inherited, a special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Ordinary Shares from a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those Ordinary Shares.

You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Ordinary Shares and the elections discussed above.

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Information Reporting and Backup Withholding

Dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406 of the US Internal Revenue Code with at a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. Transactions effected through certain brokers or other intermediaries, however, may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (including an exception for Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Ordinary Shares. Failure to report such information could result in substantial penalties. You should consult your own tax advisor regarding your obligation to file a Form 8938.

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UNDERWRITING

We expect to enter into an underwriting agreement with Network 1 Financial Securities, Inc., as representative of the several underwriters named therein (the “Representative”), with respect to the Ordinary Shares in this offering. The Representative may retain other brokers or dealers to act as sub-agents on its behalf in connection with this offering and may pay any sub-agent a solicitation fee with respect to any securities placed by it. Under the terms and subject to the conditions contained in the underwriting agreement, we have agreed to issue and sell to the underwriters the number of Ordinary Shares as indicated below.

Underwriters	Number of Ordinary Shares
Network 1 Financial Securities, Inc.		[●]
		[●]
Total		[●]

The underwriters are offering the Ordinary Shares subject to their acceptance of the Ordinary Shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the Ordinary Shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to other conditions. The underwriters are obligated to take and pay for all of the Ordinary Shares offered by this prospectus if any such Ordinary Shares are taken. However, the underwriters are not required to take or pay for the Ordinary Shares covered by the underwriters’ option to purchase additional Ordinary Shares described below.

Over-Allotment Option

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase a maximum of [●] additional Ordinary Shares at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional Ordinary Shares as the number listed next to the underwriter’s name in the preceding table bears to the total number of Ordinary Shares listed next to the names of all underwriters in the preceding table.

Underwriting Discounts and Expenses

The underwriters have advised us that they propose to offer the Ordinary Shares to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $_______ per share. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $____ per share to certain brokers and dealers. After this offering, the public offering price, concession, and reallowance to dealers may be changed by the Representative. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The Ordinary Shares are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.

The following table shows the public offering price, underwriting discount, and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of the over-allotment option.

	Per Share	Total Without Over- Allotment Option	Total With Full Over- Allotment Option
Public offering price	$	$	$
Underwriting discounts(1)	$	$	$
Proceeds, before expenses, to us	$	$	$

(1) Represents an underwriting discount equal to 7% per share. The fees do not include the Representative’s Warrants or expense reimbursement provisions described below. Underwriting discounts to be paid by us are calculated based on the assumption that no investors in this offering are introduced by us.

We have agreed to pay to the underwriters by deduction from the net proceeds of the offering contemplated herein, a non-accountable expense allowance equal to one percent of the gross proceeds received by us from the sale of the shares.

We have agreed to pay expenses relating to the offering, including: (i) our legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing, and delivering the registration statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, and the underwriting agreement and related documents (all in such quantities as the Representative may reasonably require); (iii) the costs of preparing and printing stock certificates and warrant certificates; (iv) the costs of any “due diligence” meetings; (v) all reasonable and documented fees and expenses for conducting a net road show presentation; (vi) all filing fees and communication expenses relating to the registration of the shares to be sold in the offering with the SEC and the filing of the offering materials with FINRA; (vii) the reasonable and documented fees and disbursements of the Representative’s counsel up to $75,000; (viii) background checks of the Company’s officers and directors up to $15,000; (ix) preparation of bound volumes and mementos in such quantities as the Representative may reasonably request up to $2,500; (x) transfer taxes, if any, payable upon the transfer of securities from us to the Representative; and (xi) the fees and expenses of the transfer agent, clearing firm, and registrar for the shares; provided that the actual accountable expenses of the Representative shall not exceed $150,000. We are required to supply the Representative and its counsel, at our cost, with a reasonable number of bound volumes of the offering materials within a reasonable time after the closing of this offering as well as commemorative tombstones.

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We paid an expense deposit of $75,000 to the Representative, upon the execution of letter of intent between us and the Representative, and will pay an additional $50,000 upon receipt of the public filing of this prospectus, for the Representative’s anticipated out-of-pocket expenses. Upon the closing of this offering, we will pay an additional $25,000 to the Representative. Any expense deposits will be returned to us to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

We estimate that expenses payable by us in connection with this offering, other than the underwriting discounts referred to above and underwriter expense reimbursement, will be approximately $[●], including a maximum aggregate reimbursement of $150,000 of Representative’s accountable expenses.

In addition, we agreed, during the engagement period of the Representative or until the consummation of this offering, whichever is earlier, not to negotiate with any other broker-dealer relating to a possible private and/or public offering of the securities without the written consent of the Representative, provided that the Representative is reasonably proceeding in good faith with preparation for this offering. Until the Underwriting Agreement is signed, we or the Representative may at any time terminate its further participation in this offering for any reason whatsoever, and we agree to reimburse the Representative for its actual reasonable accountable out-of-pocket expenses, up to a maximum of $150,000, incurred prior to the termination, less any advance and amounts previously paid to the Representative in reimbursement for such expenses; provided, however, that such fees shall be subject to FINRA Rule 5110(f)(2)(D)(ii) and shall not apply if and to the extent the Representative has advised us of the Representative’s inability or unwillingness to proceed with this offering.

Representative’s Warrants

We have also agreed to issue to the Representative and its affiliates or employees warrants to purchase a number of Ordinary Shares equal to 7% of the total number of Ordinary Shares sold in this offering, including any shares issued upon exercise of the underwriters’ over-allotment option.

The Representative’s Warrants will have an exercise price per share equal to 140% of the public offering price per share in this offering and may be exercised on a cashless basis. The Representative’s Warrants are exercisable commencing six months following the date of commencement of sales of the public offering, and will be exercisable until such warrants expire five years after the date of commencement of sales of the public offering. The Representative’s Warrants and the Ordinary Shares underlying the warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The Representative and its affiliates or employees (or permitted assignees under FINRA Rule 5110(e)(1)) may not sell, transfer, assign, pledge, or hypothecate the Representative’s Warrants or the Ordinary Shares underlying the Representative’s Warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Warrants or the underlying shares for a period of 180 days following the date of commencement of sales of the public offering except as permitted by FINRA Rule 5110(e)(2). The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants at our expense, one additional demand registration at the Representative’s Warrants’ holders’ expense, and unlimited “piggyback” registration rights for a period of three years. The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of recapitalization, merger, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D).

Participation in Future Offerings

Until 12 months from the commencement of sales of the offering, the underwriters shall have a right of first refusal to act on our behalf as the lead underwriter or co-bookrunning manager for any U.S. public underwriting or private placement of equity and debt securities, of us or our U.S. subsidiaries and successors.

Listing

We have applied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “[●].”

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Lock-Up Agreements

We have agreed not to, for a period of 180 days from the effective date of the registration statement of which this prospectus is a part, offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, except in this offering, any of our Ordinary Shares or securities that are substantially similar to our Ordinary Shares, including any options or warrants to purchase our Ordinary Shares, or any securities that are convertible into or exchangeable for, or that represent the right to receive, our Ordinary Shares or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up agreement was executed), without the prior written consent of the underwriters.

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Furthermore, each of our directors and executive officers has also entered into a similar lock-up agreement for a period of 180 days from the effective date of the registration statement of which this prospectus is a part, subject to certain exceptions, with respect to our Ordinary Shares and securities that are substantially similar to our Ordinary Shares.

The Representative has no present intention to waive or shorten the lock-up period; however, the terms of the lock-up agreements may be waived at its discretion. In determining whether to waive the terms of the lock-up agreements, the Representative may base its decision on its assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern of, and demand for, our securities in general.

Pricing of the Offering

Prior to this offering, there has been no public market for our Ordinary Shares. The initial public offering price of the Ordinary Shares has been negotiated between us and the underwriters. Among the factors considered in determining the initial public offering price of the Ordinary Shares, in addition to the prevailing market conditions, are our historical performance, estimates of our business potential and earnings prospects, an assessment of our management, and the consideration of the above factors in relation to market valuation of companies in related businesses.

Electronic Offer, Sale, and Distribution of Ordinary Shares

A prospectus in electronic format may be made available on the websites maintained by the underwriters or selling group members, if any, participating in this offering and the underwriters may distribute prospectuses electronically. The underwriters may agree to allocate a number of Ordinary Shares to selling group members for sale to their online brokerage account holders. The Ordinary Shares to be sold pursuant to internet distributions will be allocated on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters, and should not be relied upon by investors.

Price Stabilization, Short Positions, and Penalty Bids

In connection with this offering, the underwriters may engage in transactions that stabilize, maintain, or otherwise affect the price of our Ordinary Shares. Specifically, the underwriters may sell more Ordinary Shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of Ordinary Shares available for purchase by the underwriters under option to purchase additional Ordinary Shares. The underwriters can close out a covered short sale by exercising the option to purchase additional Ordinary Shares or purchasing Ordinary Shares in the open market. In determining the source of Ordinary Shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of Ordinary Shares compared to the price available under the option to purchase additional Ordinary Shares. The underwriters may also sell Ordinary Shares in excess of the option to purchase additional Ordinary Shares, creating a naked short position. The underwriters must close out any naked short position by purchasing Ordinary Shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Ordinary Shares in the open market after pricing that could adversely affect investors who purchase in the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing our Ordinary Shares in this offering because such underwriter repurchases those Ordinary Shares in stabilizing or short covering transactions.

Finally, the underwriters may bid for, and purchase, our Ordinary Shares in market making transactions, including “passive” market making transactions as described below.

These activities may stabilize or maintain the market price of our Ordinary Shares at a price that is higher than the price that might otherwise exist in the absence of these activities. The underwriters are not required to engage in these activities, and may discontinue any of these activities at any time without notice. These transactions may be effected on the Nasdaq Capital Market, in the over-the-counter market, or otherwise.

Passive Market Making

In connection with this offering, the underwriters may engage in passive market making transactions in our Ordinary Shares on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the Ordinary Shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Potential Conflicts of Interest

The underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and such investment and securities activities may involve securities and/or instruments of our Company. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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Other Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Some of the underwriters and certain of their affiliates may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions, and expenses.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long, and/or short positions in such securities and instruments.

Stamp Taxes

If you purchase Ordinary Shares offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Selling Restrictions

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the Ordinary Shares, or the possession, circulation or distribution of this prospectus or any other material relating to us or the Ordinary Shares, where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with the Ordinary Shares may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

Australia. This prospectus is not a product disclosure statement, prospectus, or other type of disclosure document for the purposes of Corporations Act 2001 (Commonwealth of Australia) (the “Act”) and does not purport to include the information required of a product disclosure statement, prospectus, or other disclosure document under Chapter 6D.2 of the Act. No product disclosure statement, prospectus, disclosure document, offering material, or advertisement in relation to the offer of the Ordinary Shares has been or will be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange.

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Accordingly, (1) the offer of the Ordinary Shares under this prospectus may only be made to persons: (i) to whom it is lawful to offer the Ordinary Shares without disclosure to investors under Chapter 6D.2 of the Act under one or more exemptions set out in Section 708 of the Act, and (ii) who are “wholesale clients” as that term is defined in section 761G of the Act, (2) this prospectus may only be made available in Australia to persons as set forth in clause (1) above, and (3) by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (1) above, and the offeree agrees not to sell or offer for sale any of the Ordinary Shares sold to the offeree within 12 months after their issue except as otherwise permitted under the Act.

Canada. The Ordinary Shares may not be offered, sold, or distributed, directly or indirectly, in any province or territory of Canada other than the provinces of Ontario and Quebec or to or for the benefit of any resident of any province or territory of Canada other than the provinces of Ontario and Quebec, and only on a basis that is pursuant to an exemption from the requirement to file a prospectus in such province, and only through a dealer duly registered under the applicable securities laws of such province or in accordance with an exemption from the applicable registered dealer requirements.

Cayman Islands. This prospectus does not constitute a public offer of the Ordinary Shares, whether by way of sale or subscription, in the Cayman Islands. The Underwriter has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, any Ordinary Shares to any member of the public in the Cayman Islands.

European Economic Area. In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive, or a Relevant Member State, from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of the Ordinary Shares to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to the Ordinary Shares that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and the competent authority in that Relevant Member State has been notified, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Ordinary Shares to the public in that Relevant Member State at any time,

● to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

● to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than €43,000,000, and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

● to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive; or

● in any other circumstances that do not require the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive;

provided that no such offer of Ordinary Shares shall result in a requirement for the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of the above provision, the expression “an offer of Ordinary Shares to the public” in relation to any Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe the Ordinary Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Hong Kong. The Ordinary Shares may not be offered or sold in Hong Kong by means of this prospectus or any other document other than (i) in circumstances that do not constitute an offer or invitation to the public within the meaning of the Companies (Cap.32, Laws of Hong Kong) or the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances that do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Ordinary Shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), that is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Ordinary Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

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Malaysia. The shares have not been and may not be approved by the securities commission Malaysia, or SC, and this document has not been and will not be registered as a prospectus with the SC under the Malaysian capital markets and services act of 2007, or CMSA. Accordingly, no securities or offer for subscription or purchase of securities or invitation to subscribe for or purchase securities are being made to any person in or from within Malaysia under this document except to persons falling within any of paragraphs 2(g)(i) to (xi) of schedule 5 of the CMSA and distributed only by a holder of a capital markets services license who carries on the business of dealing in securities and subject to the issuer having lodged this prospectus with the SC within seven days from the date of the distribution of this prospectus in Malaysia. The distribution in Malaysia of this document is subject to Malaysian laws. Save as aforementioned, no action has been taken in Malaysia under its securities laws in respect of this document. This document does not constitute and may not be used for the purpose of a public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the approval of the SC or the registration of a prospectus with the SC under the CMSA.

Japan. The Ordinary Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, and Ordinary Shares will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

People’s Republic of China. This prospectus may not be circulated or distributed in the PRC, and the Ordinary Shares may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Singapore. This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our Ordinary Shares may not be circulated or distributed, nor may our Ordinary Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or SFA, (ii) to a relevant person or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where our Ordinary Shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor; shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Ordinary Shares under Section 275 of the SFA, except: (1) to an institutional investor (for corporations under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.

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Taiwan The Ordinary Shares have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing, or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the Ordinary Shares in Taiwan.

United Kingdom. An offer of the Ordinary Shares may not be made to the public in the United Kingdom within the meaning of Section 102B of the Financial Services and Markets Act 2000, as amended, or the FSMA, except to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances that do not require the publication by the company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority, or the FSA.

An invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) may only be communicated to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which Section 21 of FSMA does not apply to the company.

All applicable provisions of the FSMA with respect to anything done by the underwriters in relation to the Ordinary Shares must be complied with in, from or otherwise involving the United Kingdom.

Israel. This prospectus does not constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus may be distributed only to, and is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds; provident funds; insurance companies; banks; portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange Ltd., underwriters, each purchasing for their own account; venture capital funds; entities with equity in excess of NIS 50 million and “qualified individuals,” each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors. Qualified investors shall be required to submit written confirmation that they fall within the scope of the Addendum.

The address of Network 1 Financial Securities, Inc. is 2 Bridge Avenue, Suite 241 Red Bank, NJ 07701.

122

EXPENSES RELATING TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts. With the exception of the SEC registration fee, the FINRA filing fee and the Nasdaq Capital Market listing fee, all amounts are estimates.

Securities and Exchange Commission Registration Fee	$	[●]
Nasdaq Capital Market Listing Fee	$	[●]
FINRA Filing Fee	$	[●]
Legal Fees and Other Expenses	$	[●]
Accounting Fees and Expenses	$	[●]
Printing and Engraving Expenses	$	[●]
Transfer Agent Expenses	$	[●]
Miscellaneous Expenses	$	[●]
Total Expenses	$	[●]

These expenses will be borne by us. Underwriting discounts will be borne by us in proportion to the numbers of Ordinary Shares sold in the offering.

LEGAL MATTERS

We are being represented by Hunter Taubman Fischer & Li LLC with respect to certain legal matters as to United States federal securities and New York State law. The validity of the Ordinary Shares offered in this offering and certain other legal matters as to Cayman Islands law will be passed upon for us by Mourant Ozannes (Cayman) LLP, our counsel as to Cayman Islands law. Legal matters as to Malaysian law will be passed upon for us by GLT Law. Loeb & Loeb LLP is acting as counsel to the underwriters in connection with this offering.

EXPERTS

The consolidated financial statements for the fiscal years ended September 30, 2021 and 2020, included in this prospectus have been so included in reliance on the report of Friedman LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The office of Friedman LLP is located at One Liberty Plaza, 165 Broadway, Floor 21, New York, NY 10006.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act, covering the Ordinary Shares offered by this prospectus. You should refer to our registration statements and their exhibits and schedules if you would like to find out more about us and about the Ordinary Shares. This prospectus summarizes material provisions of contracts and other documents that we refer you to. Since the prospectus may not contain all the information that you may find important, you should review the full text of these documents.

Immediately upon the completion of this offering, we will be subject to periodic reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

The registration statements, reports and other information so filed can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a website that contains reports, proxy statements, and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov. The information on that website is not a part of this prospectus.

No dealers, salesperson, or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

123

STARBOX GROUP HOLDINGS LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

CONTENTS	PAGE(S)
CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2021 AND 2020	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2021 AND 2020	F-4
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2021 AND 2020	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2021 AND 2020	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7 – F-26

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Starbox Group Holdings Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Starbox Group Holdings Ltd. and its subsidiaries (collectively, the “Company”) as of September 30, 2021 and 2020, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended September 30, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our audits provide a reasonable basis for our opinion.

/s/ Friedman LLP

We have served as the Company’s auditor since 2021.

New York, New York

March 22, 2022, except for Note 2, as to which the date is May 18, 2022

F-2

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of September 30,
	2021			2020
ASSETS
CURRENT ASSETS
Cash	$	2,295,277		$	371,252
Accounts receivable, net		1,362,417			281,593
Prepaid expenses and other current assets		40,001			1,408
TOTAL CURRENT ASSETS		3,697,695			654,253
Property and equipment, net		12,176			9,648
Right-of-use assets, net		305,264			-
TOTAL NONCURRENT ASSETS		317,440			9,648
TOTAL ASSETS	$	4,015,135		$	663,901
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Deferred revenue	$	800,492		$	122,668
Taxes payable		874,834			17,439
Due to a related party		756,478			886,680
Operating lease liabilities, current		72,362			-
Accrued expenses and other current liabilities		16,834			4,468
TOTAL CURRENT LIABILITIES		2,521,000			1,031,255
Operating lease liabilities, non-current		232,902
Total Liabilities		2,753,902			1,031,255
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred shares, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding		-			-
Ordinary common shares, $0.0001 par value, 450,000,000 shares authorized, issued and outstanding		45,000			45,000
Additional paid-in capital		155,024			24
Subscription receivable		-			(45,000	)
Retained earnings (accumulated deficit)		1,082,642			(365,008	)
Accumulated other comprehensive loss		(21,433	)		(2,370	)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)		1,261,233			(367,354	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	4,015,135		$	663,901

The accompanying notes are an integral part of these consolidated financial statements.

F-3

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	For the fiscal years ended September 30,
	2021			2020
OPERATING REVENUE
Revenue from digital advertising services	$	3,158,520		$	153,145
Revenue from cash rebate services		6,214			718
Revenue from payment solution services - related party		1,494			-
Total operating revenue		3,166,228			153,863
OPERATING COSTS
Cost, selling, general, and administrative expenses		1,026,339			344,026
Total operating costs		1,026,339			344,026
INCOME (LOSS) FROM OPERATIONS		2,139,889			(190,163	)
OTHER INCOME		166			-
INCOME (LOSS) BEFORE INCOME TAX PROVISION		2,140,055			(190,163	)
PROVISION FOR INCOME TAXES		692,405			14,991
NET INCOME (LOSS)		1,447,650			(205,154	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		(19,063	)		(154	)
COMPREHENSIVE INCOME (LOSS)	$	1,428,587		$	(205,308	)
Earnings (loss) per ordinary common share- basic and diluted	$	0.00		$	(0.00	)
Weighted average number of ordinary common shares- basic and diluted		450,000,000			450,000,000

The accompanying notes are an integral part of these consolidated financial statements.

F-4

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2021 AND 2020

	Ordinary shares				Subscription			Additional paid-in		Retained earnings (accumulated			Accumulated other comprehensive
	Shares		Amount		receivable			capital		deficit)			loss			Total
Balance at October 1, 2019		450,000,000	$	45,000	$	(45,000	)	$	24	$	(159,854	)	$	(2,216	)	$	(162,046	)
Net loss for the year		-		-		-			-		(205,154	)		-			(205,154	)
Foreign currency translation loss		-		-		-			-		-			(1,829	)		(1,829	)
Balance at September 30, 2020		450,000,000		45,000		(45,000	)		24		(365,008	)		(2,370	)		(367,354	)
Capital contribution by shareholders		-				45,000			155,000		-			-			200,000
Net income for the year		-		-		-			-		1,447,650			-			1,447,650
Foreign currency translation loss		-		-		-			-		-			(19,063	)		(19,063	)
Balance at September 30, 2021		450,000,000	$	45,000	$	-		$	155,024	$	1,082,642		$	(21,433	)	$	1,261,233

F-5

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the fiscal years ended September 30,
	2021			2020
Cash flows from operating activities
Net income (loss)	$	1,447,650		$	(205,154	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization		2,568			1,948
Amortization of right-of-use operating lease assets		7,274
Changes in operating assets and liabilities:
Accounts receivable		(1,100,053	)		(277,543	)
Prepaid expenses and other current assets		(39,190	)		(1,387	)
Deferred revenue		688,979			120,961
Taxes payable		870,528			17,195
Operating lease liabilities		(7,274	)		-
Accrued expenses and other current liabilities		13,413			1,632
Net cash provided by (used in) used in operating activities		1,883,895			(342,348	)
Cash flows from investing activities
Purchase of fixed assets		(5,203	)		(8,198	)
Cash advances to a related party		(387,945	)		-
Collection of cash advances from a related party		387,945			-
Net cash used in investing activities		(5,203	)		(8,198	)
Cash flows from financing activities
Capital contribution by shareholders		200,000			-
Proceeds from (repayment of) related party borrowings		(125,875	)		707,064
Net cash provided by financing activities		74,125			707,064
Effect of exchange rate changes on cash		(28,792	)		5,102
Net increase in cash		1,924,025			361,620
Cash, beginning of year		371,252			9,632
Cash, end of year	$	2,295,277		$	371,252
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	15,747		$	-
Cash paid for interest	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Right-of-use assets obtained in exchange for operating lease liabilities	$	317,170		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-6

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Business

Starbox Group Holdings Ltd. (“Starbox Group” or the “Company”), through its wholly-owned subsidiaries, is engaged in connecting retail merchants with individual online and offline shoppers (“retail shoppers”) to facilitate transactions through cash rebate offered by retail merchants, providing digital advertising services to retail merchants, and providing payment solution services to merchants. The Company’s current principal operations and geographic markets are substantially located in Malaysia.

Organization

Starbox Group was incorporated as an exempted company limited by shares under the laws of the Cayman Islands on September 13, 2021.

Starbox Group owns 100% of the equity interests in Starbox Holdings Berhad (“Starbox Berhad”), a limited liability company formed under the laws of Malaysia on July 24, 2019.

Starbox Group and Starbox Berhad are currently not engaged in any active business operations and are merely acting as holding companies.

Starbox Berhad owns 100% of the equity interests in the following entities: (i) StarBoxTV Sdn. Bhd. (“StarboxSB”) was formed in Kuala Lumpur, Malaysia, on July 23, 2019 to provide digital advertising services to retail merchant customers; (ii) Starbox Rebates Sdn. Bhd. (“StarboxGB”) was formed in Kuala Lumpur, Malaysia, on July 24, 2019 to facilitate online and offline transactions between retail shoppers and retail merchants through cash rebate programs offered by retail merchants; and (ii) Paybats Sdn. Bhd. (“StarboxPB”) was formed in Kuala Lumpur, Malaysia, on May 21, 2019 to provide payment solution services to merchants.

Reorganization

A reorganization of the Company’s legal structure (the “Reorganization”) was completed on November 17, 2021. The Reorganization involved the incorporation of Starbox Group, and the transfer of 100% of the equity interests in Starbox Berhad and its subsidiaries from its original shareholders to Starbox Group. Consequently, Starbox Group became the ultimate holding company of all other entities mentioned above.

The Reorganization has been accounted for as a recapitalization among entities under common control since the same controlling shareholders controlled all these entities before and after the Reorganization. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.

The consolidated financial statements of the Company include the following entities:

F-7

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION (continued)

Entity	Date of Formation	Place of Incorporation	% of Ownership	Major business activities
Starbox Group	September 13, 2021	Cayman Islands	Parent	Investment holding
Starbox Berhad	July 24, 2019	Malaysia	100%	Investment holding
StarboxGB	July 24, 2019	Malaysia	100%	Network marketing, facilitating online and offline transactions between retail merchants and retail shoppers through cash rebate programs offered by retail merchants
StarboxSB	July 23, 2019	Malaysia	100%	Providing digital advertising services to retail merchant customers
StarboxPB	May 21, 2019	Malaysia	100%	Providing secured payment solution services to retail merchant customers

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All inter-company balances and transactions are eliminated upon consolidation.

Uses of estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include the valuation of accounts receivable, useful lives of property and equipment, the recoverability of long-lived assets, realization of deferred tax assets, provision necessary for contingent liabilities, and revenue recognition. Actual results could differ from those estimates.

Risks and uncertainties

The main operations of the Company are located in Malaysia. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in political, economic, social, regulatory, and legal environments in Malaysia, as well as by the general state of the economy in Malaysia. Although the Company has not experienced losses from these situations and believes that it complies with existing laws and regulations, including its organization and structure disclosed in Note 1, this may not be indicative of future results.

F-8

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s business, financial condition, and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents, which could significantly disrupt the Company’s operations.

The COVID-19 pandemic has adversely affected the Company’s business operations. Specifically, significant governmental measures implemented by the Malaysian government, including various stages of lockdowns, closures, quarantines, and travel bans, led to the store closure of some of the Company’s offline merchants. As a result, the Company’s cash rebate service business was negatively affected to a certain extent, because the number of offline sales transactions between retail shoppers and retail merchants facilitated by the Company did not grow as much as the Company expected, leading to a lower amount of cash rebate service revenue than the Company expected during the fiscal years ended September 30, 2021 and 2020. However, the Company’s digital advertising service revenue was not significantly affected by the COVID-19 pandemic, because more people have opted to use various online services since the beginning of the COVID-19 pandemic. As more advertisers used the Company’s digital advertising services through its websites and mobile apps and third-party social media channels to target their audiences, the Company’s revenue from digital advertising services increased significantly from fiscal year 2020 to fiscal year 2021. However, any resurgence of the COVID-19 pandemic could negatively affect the execution of customer contracts and the collection of customer payments. The extent of any future impact of the COVID-19 pandemic on the Company’s business is still highly uncertain and cannot be predicted as of the financial statement reporting date. Any potential impact to the Company’s operating results will depend, to a large extent, on future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities to contain the spread of the COVID-19 pandemic, almost all of which are beyond the Company’s control.

Cash

Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. The Company maintains all of its bank accounts in Malaysia. Cash deposit with financial institutions in Malaysia is subject to certain protection under the requirement of the deposit insurance system. The maximum insurance coverage limit is MYR250,000 ($60,000) per bank account. As of September 30, 2021 and 2020, the Company had a cash balance of $2,295,277 and $371,252, respectively, of which, $1,856,418 and $302,987 was not covered by such insurance, respectively.

Accounts receivable, net

Accounts receivable primarily include service fees generated from providing digital advertising services and payment solution services to retail merchant customers (see Note 3).

Accounts receivable are presented net of allowance for doubtful accounts. The Company determines the adequacy of allowance for doubtful accounts based on individual account analysis, historical collection trend, and the best estimate of specific losses on individual exposures. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of September 30, 2021 and 2020, there was no allowance for doubtful accounts recorded as the Company considers all of the outstanding accounts receivable fully collectible.

F-9

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment are provided using the straight-line method over their expected useful lives, as follows:

	Useful life
Office equipment and furniture		3 to 5 years

Expenditures for maintenance and repair, which do not materially extend the useful lives of the assets, are charged to expenses as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations and comprehensive income (loss) in other income (expenses).

Impairment of long-lived assets

Long-lived assets with finite lives, primarily property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated future undiscounted cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets as of September 30, 2021 and 2020.

Fair value of financial instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

● Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

● Level 3 — inputs to the valuation methodology are unobservable.

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other current assets, deferred revenue, taxes payable, due to a related party, and accrued expenses and other current liabilities approximate the fair value of the respective assets and liabilities as of September 30, 2021 and 2020 based upon the short-term nature of the assets and liabilities.

Foreign currency translation

The functional currency for Starbox Group is the U.S Dollar (“US$”). Starbox Berhad, StarboxGB, StarboxSB, and StarboxPB use Malaysian Ringgit (“MYR”) as their functional currency. The Company’s consolidated financial statements have been translated into and reported in US$. Assets and liabilities accounts are translated using the exchange rate at each reporting period end date. Equity accounts are translated at historical rates. Income and expense accounts are translated at the average rate of exchange during the reporting period. The resulting translation

F-10

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

adjustments are reported under other comprehensive income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the results of operations.

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	September 30, 2021		September 30, 2020
Year-end rate		US$1=MYR4.1869		US$1=MYR4.1576
Average rate		US$1=MYR4.1243		US$1=MYR4.2163

Comprehensive income (loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The foreign currency translation gain or loss resulting from the translation of the financial statements expressed in MYR to US$ is reported in other comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss).

Revenue recognition

On October 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 606 using the modified retrospective approach. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. Therefore, no adjustments to opening retained earnings were necessary.

To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company currently generates its revenue from the following main sources:

Revenue from digital advertising services

The Company’s advertising service revenue is derived principally from advertising contracts with retail merchant customers (the “advertisers”), which allow advertisers to place advertisements on the Company’s websites and mobile apps and third-party social media channels over a particular period of time. The advertising contracts specify the related fees and payment terms and provide evidence of the arrangements. The Company’s digital adverting services are to (i) provide advertisement design and consultation services to help advertisers precisely shape their digital advertising strategies and optimize the design, content, and layout of their advertisements and (ii) the displaying of advertisers’ advertisements of products and services on the Company’s websites and mobile apps and third-party social media channels over a particular period of time and in a variety of forms, such as logos, banners, push notification, and posts by accounts of influencers and bloggers, to help promote advertisers’ products and services and enhance their brand awareness. Advertisers may elect to engage with the Company for only advertisement display services or both advertisement design and consultation services and advertisement display services.

In connection with these digital advertising services, the Company charges retail merchant customers nonrefundable digital advertising service fees. For advertisement design and consultation services, the Company’s stand-alone selling price ranges from approximately $2,400 to approximately $10,000 for each of the service commitments, including advice on advertising strategies, customization and optimization of the desired content, length, color tone, layout, format, and presentation of the ads. Advertisers may elect to use any agreed-upon combination of services in one package, depending on their specific needs. For advertisement display through logos, banners, push notifications, and posts by accounts of influencers and bloggers, the Company charges advertisers service fees with a range from approximately $5,000 to approximately $240,000, depending on the distribution channels used and the duration of the advertisement display. The Company is acting as a principal in providing digital advertising services to customers, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified services. The Company recognizes revenue for the amount of fees it receives from its customers, after deducting discounts and net of service taxes under ASC 606.

F-11

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company identifies advertisement design and consultation services and advertisement display services as two separate performance obligations, as each are services that are capable of being distinct and distinct in the context of advertising contracts. Each of the service commitments in advertisement design and consultation services, including advice on advertising strategies, customization and optimization of the desired content, length, color tone, layout, format, and presentation of the ads, are not distinct in the context of advertising contracts, because they are inputs to deliver the combined output of advertisements to be displayed as specified by the customer. Therefore, advertisement design and consultation services are identified as a single performance obligation. The Company allocates revenue to each performance obligation based on its stand-alone selling price, which is specified in the contracts.

The Company’s advertisement design and consultation services are normally rendered within a short period of time, ranging from a few days to a month. As all the benefits enjoyed by the customers can be substantially realized at the time when the design and consultation services are completed, the Company recognizes revenue at the point when designated services are rendered and accepted by the customers. The Company does not provide rights of return, credits or discounts, price protection, or other similar privileges to customers for such services and accordingly no variable consideration included in such services.

The majority of the Company’s advertising contracts are for the provision of advertisement display on the Company’s websites and mobile apps and social media channels for a fixed period of time (ranging from a few weeks to a few months) without a guaranteed minimum impression level. In instances where certain discounts are provided to customers for advertisement displays, such discounts are reported as deduction of revenue. Revenue from advertisement services is recognized over the period the advertisement is displayed. Advances from customers are deferred first and then recognized as revenue until the completion of the contract. There are no future obligations after the completion of the contract and no rights of refund related to the impression levels.

Revenue from cash rebate services

The Company also utilizes its websites and mobile apps to connect retail merchants and retail shoppers and facilitate retail shoppers to purchase consumer products or services from retail merchants online or offline under the cash rebate programs offered by retail merchants. The cash rebate offered by retail merchants range from 0.25% to 25% based on the sales price of the products or services, among which approximately 86% are awarded to retail shoppers, and the Company is entitled to receive and retain the remaining approximately 14% as cash rebate revenue for facilitating online and offline sales transactions. There is a single performance obligation in the contract, as the performance obligation is to facilitate the sales transactions between the retail shoppers and the retail merchants.

The Company merely acts as an agent in this type of transactions. The Company does not have control of the goods or services under the sales transactions between the retail merchants and retail shoppers, has no discretion in establishing prices, and does not have the ability to direct the use of the goods or services to obtain substantially all the benefits. The Company recognizes cash rebate revenue at the point when retail merchants and retail shoppers are connected and the sales transactions are facilitated and completed. Revenue is reported net of service taxes. For the fiscal years ended September 30, 2021 and 2020, the Company only reported cash rebate revenue of $6,214 and $718, respectively.

F-12

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue from payment solution services

In May 2021, the Company started to provide payment solution services to retail merchant customers by referring them to VE Services Sdn Bhd, a Malaysian Internet payment gateway company and a related-party entity controlled by one of the shareholders of the Company (“VE Services”). The Company entered into an appointment letter with VE Services and started to refer retail merchant customers to VE Services to process payments through multiple payment methods, such as Visa, Master, UnionPay, FPX, Alipay, Maybank QR Pay, Boost, Touch ‘n Go, and GrabPay. VE Services first charges retail merchants a service fee ranging from 1.50% to 2.50%, based on the processed payment amount and payment processing methods used, and the Company is entitled to receive a portion of the service fees as commissions for the referrals. The commission rate ranges from 0.15% to 0.525% based on the total service fees collected by VE Services from the retail merchants when the payment processing is completed. The Company merely acts as an agent in this type of transaction. The Company has no discretion in establishing prices and does not have the ability to direct the use of the services to obtain substantially all the benefits. Such revenue is recognized at the point when the payment is processed and the Company’s performance obligations are satisfied. For the fiscal year ended September 30, 2021, the Company referred a total of 11 retail merchants to VE Services for payment processing and earned $1,494 revenue from providing payment solution services to customers.

Disaggregation of revenue

The Company disaggregates its revenue from contracts by service types, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. The summary of the Company’s disaggregation of revenue by service types for the fiscal years ended September 30, 2021 and 2020 is as follows:

	For the Fiscal Years Ended September 30,
	2021			2020
Revenue from advertising services:
Advertisement design and consultation services	$	384,061		$	-
Advertisement display services		2,921,937			153,145
Gross revenue from advertising services		3,305,998			153,145
Less: discount to customers for advertisement displays		(147,478	)		-
Sub-total of net revenue from advertising services		3,158,520			153,145
Revenue from cash rebate services		6,214			718
Revenue from payment solution services-related party		1,494			-
Total operating revenue	$	3,166,228		$	153,863

Contract Assets and Liabilities

The Company did not have contract assets as of September 30, 2021 and 2020.

A contract liability is the Company’s obligation to transfer goods or services to a customer for which it has received consideration from the customers. Receipts in advance and deferred revenue relate to unsatisfied performance obligations at the end of the period primarily consist of digital advertising service fees received from customers. Due to the generally short-term duration of the contracts, the majority of the performance obligations are satisfied in the following reporting period. Contract liabilities presented as deferred revenue in the consolidated balance sheets as of September 30, 2021 and 2020 amounted to $800,492 and $122,668, respectively. Revenue recognized for the fiscal years ended September 30, 2021 and 2020 that was included in the contract liabilities balance at the beginning of the period was $122,668 and nil, respectively. Deferred revenue of $800,492 as of September 30, 2021 is expected to be recognized as revenue within the next few months when the Company performs the designated digital advertising services.

F-13

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company does not disclose information about remaining performance obligations pertaining to service contracts with an original expected term of one year or less.

Operating leases

On October 1, 2020, the Company adopted Accounting Standards Updates (“ASU”) 2016-02, Leases (Topic 842), as amended (“ASC 842”), which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing, and uncertainty of cash flows arising from leasing arrangements. The Company elected to apply practical expedients permitted under the transition method that allow the Company to use the beginning of the period of adoption as the date of initial application, to not recognize lease assets and lease liabilities for leases with a term of twelve months or less, to not separate non-lease components from lease components, and to not reassess lease classification, treatment of initial direct costs, or whether an existing or expired contract contains a lease.

The Company used a modified retrospective method and did not adjust the prior comparative periods. Under the new lease standard, the Company determines if an arrangement is or contains a lease at inception. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of remaining lease payments over the lease terms. The Company considers only payments that are fixed and determinable at the time of lease commencement.

At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment annually. There was no impairment for right-of-use lease assets as of September 30, 2021.

Operating costs

The Company’s operating costs primarily consist of (i) marketing and promotional expenses to develop members, merchants, and advertisers, (ii) website and facility maintenance expenses to upgrade, optimize, and maintain its websites and mobile apps, (iii) employee salary and benefit expenses, (iv) professional and business consulting expenses, and (v) other general office expenses for administrating the Company’s business. Operating costs are expensed as incurred. Judgment is required to determine whether to separately present cost of revenue, selling expenses, and general and administrative expenses. The Company considers materiality, the manner that operating costs can be separately identified, and what is most useful to financial statement users, and elects to present all costs and operating expenses as a single line item “cost, selling, general, and administrative expenses” as reflected in the consolidated statements of operations. Management believes that such presentation is meaningful when considering the nature of the Company’s operations and the manner in which the Company manages its business. The Company’s operating costs for the fiscal years ended September 30, 2021 and 2020, consisted of the following:

	For the Fiscal Years ended September 30,
	2021		2020
Salary and employee benefit expenses	$	191,981	$	41,988
Professional and consulting service fees		365,774		5,172
Marketing and promotional expenses		167,803		159,852
License costs		50,000		60,000
Website and facility maintenance expenses		185,757		43,936
Depreciation		2,568		1,948
Utility and office expenses		19,185		3,213
Business travel and entertainment expenses		6,003		25
Others		37,268		27,892
Total operating costs	$	1,026,339	$	344,026

Research and development

The Company’s research and development activities primarily relate to the optimization and implementation of its websites and mobile apps (such as leveraging browser caching, improving server response time, removing render-blocking JavaScript, reducing redirects, and optimizing images), to improve their performance and drive more traffic. Research and development costs are expensed as incurred. Research and development expenses included in cost, selling, general, and administrative expenses amounted to $147,296 and $38,925 for the fiscal years ended September 30, 2021 and 2020, respectively.

Income taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

An uncertain tax position is recognized only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes were incurred during the fiscal years ended September 30, 2021 and 2020. The Company does not believe there was any uncertain tax provision as of September 30, 2021 and 2020.

The Company’s operating subsidiaries in Malaysia are subject to the income tax laws of Malaysia. No significant income was generated outside Malaysia for the fiscal years ended September 30, 2021 and 2020. As of September 30, 2021, all of the Company’s tax returns of its Malaysian subsidiaries remain open for statutory examination by relevant tax authorities.

F-14

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Service taxes

Service tax is a consumption tax levied by Malaysian tax authorities and is charged on any taxable service income (including digital services) provided in Malaysia by a registered company in carrying on their business. The rate of service tax is 6% ad valorem for all taxable services and digital services except for the provision of charge or credit card services. A taxable entity is a company that is registered or liable to be registered for service taxes. A company is liable to be registered if the total value of its taxable services for a 12-month period exceeds or is expected to exceed the prescribed registration threshold of MYR500,000 as an advertising service provider. Service taxes amounted to $190,972 and $2,237 for the fiscal years ended September 30, 2021 and 2020, respectively and were recorded as a deduction against the Company’s gross revenue.

Earnings (loss) per share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of September 30, 2021 and 2020, there were no dilutive shares.

Statement of cash flows

In accordance with ASC 230, “Statement of Cash Flows,” cash flows from the Company’s operations are formulated based upon the local currencies using the average exchange rate in the period. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Related parties and transactions

The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Transactions between related parties commonly occurring in the normal course of business are considered to be related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition. While ASC does not provide accounting or measurement guidance for such transactions, it nonetheless requires their disclosure.

Defined contribution plan

The full-time employees of the Company’s subsidiaries in Malaysia are entitled to the government mandated defined contribution plan, such as social security, employee provident fund, employment insurance, and human resource development fund, as required by labor laws in Malaysia. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan.

Employee defined contribution plan expenses amounted to $20,871 and $4,246 for the fiscal years ended September 30, 2021 and 2020, respectively.

F-15

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent accounting pronouncements

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

Recently adopted accounting pronouncements

On October 1, 2019, the Company adopted ASC 606 using the modified retrospective approach. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

On October 1, 2020, the Company adopted ASC 842 using the modified retrospective basis and did not restate comparative periods as permitted under ASU 2018-11. ASC 842 requires that lessees recognize right-of-use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than 12 months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. Upon the adoption of the new guidance on October 1, 2020, the Company recognized operating lease right-of-use assets and operating lease liabilities of approximately $0.3 million (see Note 10).

Recent accounting pronouncements not yet adopted

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and ASU 2019-05, Targeted Transition Relief. In November 2019, the FASB issued ASU 2019-10, which extends the effective date for adoption of ASU 2016-13. In November 2019, the FASB issued ASU 2019-11 to clarify its new credit impairment guidance in ASU 326. Accordingly, for public entities that are not smaller reporting entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an emerging growth company, the Company plans to adopt this guidance effective October 1, 2023. The Company is currently evaluating the impact of its pending adoption of ASU 2016-13 on its consolidated financial statements.

F-16

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In December 2020, the FASB issued ASU 2020-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2020-12”). ASU 2020-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2020-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of the new guidance to have a significant impact on its consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements. The amendments in this ASU represent changes to clarify the ASC or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this ASU affect a wide variety of Topics in the ASC and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public business entities. Early application is permitted. The amendments in this Update should be applied retrospectively. The Company is currently evaluating the impact of pending adoption of this ASU on its consolidated financial statements.

NOTE 3 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, consisted of the following:

	September 30, 2021		September 30, 2020
Accounts receivable associated with digital advertising services	$	1,361,581	$	281,593
Accounts receivable associated with payment solution services – related party		836		-
Less: allowance for doubtful account		-		-
Accounts receivable, net	$	1,362,417	$	281,593

Approximately 99.9% of the September 30, 2021 and 2020 accounts receivable balance has been collected as of the date of this report. The following table summarizes the Company’s outstanding accounts receivable and subsequent collection by aging bucket:

Accounts receivable by aging bucket	Balance as of September 30, 2021		Subsequent collection		% of subsequent collection
Less than 6 months	$	1,362,342	$	1,362,289		99.9	%
From 7 to 9 months		12		-		0.0	%
From 10 to 12 months		-		-		-	%
Over 1 year		63		47		74.6	%
Total gross accounts receivable		1,362,417		1,362,336		99.9	%
Allowance for doubtful accounts		-		-		-
Accounts receivable, net	$	1,362,417	$	1,362,336		99.9	%

F-17

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — ACCOUNTS RECEIVABLE, NET (continued)

Accounts receivable by aging bucket	Balance as of September 30, 2020		Subsequent collection		% of subsequent collection
Less than 6 months	$	208,218	$	208,061		99.9	%
From 7 to 9 months		73,375		73,359		99.9	%
From 10 to 12 months		-		-		-	%
Over 1 year		-		-		-	%
Total gross accounts receivable		281,593		281,419		99.9	%
Allowance for doubtful accounts		-		-		-
Accounts receivable, net	$	281,593	$	281,419		99.9	%

NOTE 4 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

	September 30, 2021			September 30, 2020
Office equipment and furniture	$	16,847		$	11,804
Less: accumulated depreciation		(4,671	)		(2,156	)
Property and equipment, net	$	12,176		$	9,648

Depreciation expenses were $2,568 and $1,948 for the fiscal years ended September 30, 2021 and 2020, respectively.

NOTE 5 — TAXES

a. Corporate Income Taxes (“CIT”)

Cayman Islands

Under the current tax laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, no Cayman Islands withholding tax will be imposed upon the payment of dividends by the Company to its shareholders.

Malaysia

Starbox Berhad, StarboxGB, StarboxSB, and StarboxPB are governed by the income tax laws of Malaysia. The income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations, and practices. Under the Income Tax Act of Malaysia, enterprises incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays, and tax exemptions may be granted on a case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of MYR2,500,000 or less, and gross income of not more than MYR50 million) is 17% for the first MYR600,000 (or approximately $150,000) taxable income for the fiscal years ended September 30, 2021 and 2020, with the remaining balance being taxed at the 24% rate. For the fiscal years ended September 30, 2021 and 2020, the tax saving as the result of the favorable tax rates and tax exemption amounted to $10,183 and $(13,311), respectively, and per share effect of the favorable tax rate and tax exemption was $0.00 and $(0.00), respectively.

F-18

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — TAXES (continued)

The components of the income tax provision were as follows:

	For the Fiscal Years Ended September 30,
	2021			2020
Current tax provision:
Cayman Islands	$	-		$	-
Malaysia		724,508			14,991
		724,508			14,991
Deferred tax provision:
Cayman Islands		-			-
Malaysia		(32,103	)		-
		(32,103	)		-
Income tax provision	$	692,405		$	14,991

Reconciliation of the differences between the income tax provision computed based on Malaysia unified statutory income tax rate and the Company’s actual income tax provision for the fiscal years ended September 30, 2021 and 2020, respectively, were as follows:

	For the Fiscal Years Ended September 30,
	2021			2020
Income tax provision computed based on Malaysia unified income tax statutory rate	$	566,514		$	(45,639	)
Effect of tax exemption due to reduced income tax rate for small and medium sized companies		(10,183	)		13,311
Permanent difference		37,329			9,353
Change in valuation allowance		98,745			37,966
Actual income tax provision		692,405			14,991

Deferred tax assets

The Company’s deferred tax assets were comprised of the following:

	As of September 30,
	2021			2020
Deferred tax assets derived from net operating loss carry forwards	$	137,932		$	40,949
Less: valuation allowance		(137,932	)		(40,949	)
Deferred tax assets	$	-		$	-

F-19

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — TAXES (continued)

Movement of valuation allowance:

	As of September 30,
	2021		2020
Balance at beginning of the year	$	40,949	$	2,448
Current period addition		96,983		38,502
Balance at end of the year	$	137,932	$	40,949

The Company periodically evaluates the likelihood of the realization of deferred tax assets and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. Management considers new evidence, both positive and negative, that could affect the Company’s future realization of deferred tax assets including its recent cumulative earnings experience, expectation of future income, the carry forward periods available for tax reporting purposes and other relevant factors. The Company has four subsidiaries in Malaysia, namely Starbox Berhad, StarboxGB, StarboxSB, and StarboxPB. Other than StarboxSB, which have generated taxable income through providing advertising services to customers, Starbox Berhad, StarboxGB, and StarboxPB have reported recurring operating losses since their inception. Management concluded that the chances for these three entities that suffered recurring losses in prior periods to become profitable in the foreseeable near future and to utilize their net operating loss carry forwards were remote. Accordingly, the Company provided valuation allowance of $137,932 and $40,949 for the deferred tax assets of these subsidiaries for the fiscal years ended September 30, 2021 and 2020, respectively. For the fiscal years ended September 30, 2021 and 2020, the change in valuation allowance amounted to $96,983 and $38,502, respectively.

b. Taxes payable

Taxes payable consisted of the following

	September 30, 2021		September 30, 2020
Income tax payable	$	683,862	$	15,202
Service tax payable		190,972		2,237
Total	$	874,834	$	17,439

NOTE 6 — RELATED PARTY TRANSACTIONS

a. Name of related parties

Name of Related Party	Relationship to the Company
Choo Keam Hui	The Company’s former director and one of the directors of Starbox Berhad
Zenapp Sdn Bhd (“Zenapp”)	An entity controlled by Choo Keam Hui prior to September 20, 2021
VE Services	An entity controlled by Choo Teck Hong, one of the Company’s beneficial shareholders, a director of Starbox Berhad, and a sibling of Choo Keam Hui

b. Due to a related party

Due to a related party consisted of the following:

Name	September 30, 2021		September 30, 2020
Choo Keam Hui	$	756,478	$	886,680

As of September 30, 2021 and 2020, the balance due to a related party was from loan advances from Choo Keam Hui, and was used as working capital during the Company’s normal course of business. Such advance was non-interest bearing and due on demand. As of February 28, 2022, approximately $48,000 of the balance due as of September 30, 2021 had been repaid.

F-20

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — RELATED PARTY TRANSACTIONS (continued)

c. Office rental expenses paid by a related party

Prior to August 2021, the Company had not directly entered into any office lease agreements. Zenapp leased an office from the landlord and provided a small part of the office space to the Company to use for free. Based on the square footage allocation of the small office space used by the Company, the estimated office lease expense paid by Zenapp on behalf of the Company amounted to approximately $4,200 for the fiscal year ended September 30, 2020 and approximately $3,850 for the period from October 2020 to August 2021 (see Note 10).

d. Sub-tenancy agreements with a related party

On August 20, 2021, StarboxGB, StarboxSB, and StarboxPB each entered into a sub-tenancy agreement with Zenapp to lease an office in Kuala Lumpur, Malaysia. The sub-tenancy agreements each have a lease term from September 1, 2021 to August 31, 2023 and monthly rent of MYR10,000 (approximately $2,424). The sub-tenancy agreements may be renewed for successive two-year terms (see Note 10).

e. Revenue from a related party

In May 2021, the Company started to provide payment solution services to merchants by referring them to VE Services. During the fiscal year 2021, the Company referred 11 merchants to VE Services for payment processing and earned commission fees of $1,494, which were reported as revenue from payment solution services in the consolidated financial statements.

f. Advance to a related party

On September 23, 2020, StarboxGB signed a framework agreement with Zenapp, pursuant to which StarboxGB agreed to provide interest free cash advance to Zenapp up to a maximum of MYR10 million (approximately $2.4 million) to support Zenapp’s working capital needs within the next five years, if needed. The specific amount of cash advances was to be determined upon Zenapp’s request. Under this framework agreement, on October 8, 2020, February 23, 2021, and March 29, 2021, StarboxGB made cash advances in an aggregate amount of MYR1.6 million (approximately $0.4 million) to Zenapp. The cash advances were fully collected back or settled in August and September 2021. On September 30, 2021, StarboxGB and Zenapp entered into a supplemental agreement to terminate the framework agreement.

The Company does not have the intention to make additional cash advance to related parties going forward.

NOTE 7 — SHAREHOLDERS’ EQUITY

The Company was incorporated under the laws of the Cayman Islands on September 13, 2021. The authorized share capital of the Company is $50,000 divided into 500,000,000 shares comprising of (i) 450,000,000 ordinary shares, par value $0.0001 per share, and (ii) 50,000,000 preferred shares, par value $0.0001 per share. As of September 30, 2021, the 50,000,000 preferred shares have not been issued. The Company issued 450,000,000 ordinary shares with par value of $0.0001 per share to its shareholders. The issuance of these 450,000,000 shares is considered as a part of the Reorganization, which was retroactively applied as if the transaction occurred at the beginning of the period presented (see Note 1).

NOTE 8 — CONCENTRATIONS AND CREDIT RISK

As of September 30, 2021 and 2020, the Company’s substantial assets were located in Malaysia and the Company’s substantial revenue was derived from its subsidiaries located in Malaysia.

For the fiscal year ended September 30, 2021, three customers accounted for 21.7%, 10.8%, and 10.8% of the Company’s total revenue, respectively. For the fiscal year ended September 30, 2020, one customer accounted for 91.6% of the Company’s total revenue.

As of September 30, 2021, two customers accounted for 52.6% and 26.3% of the Company’s total accounts receivable, respectively. As of September 30, 2020, one customer accounted for approximately 85.4% of the Company’s total accounts receivable balance.

These significant customers were advertisers who used the Company’s digital adverting services during the fiscal years ended September 30, 2021 and 2020.

For the fiscal year ended September 30, 2021 and 2020, no single vendor accounted for more than 10% of the Company’s total purchases.

NOTE 9 — CONTINGENCIES

From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. For the fiscal years ended September 30, 2021 and 2020, the Company did not have any material legal claims or litigation that, individually or in aggregate, could have a material adverse impact on the Company’s consolidated financial position, results of operations, and cash flows.

F-21

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 — LEASES

Prior to August 2021, the Company had not directly entered into any office lease agreements. The lease expenses were paid by Zenapp on behalf of the Company, with an estimated amount of $4,200 for the fiscal year ended September 30, 2020, and approximately $3,850 for the period from October 2020 to August 2021. On August 20, 2021, the Company’s main operating subsidiaries in Malaysia started to lease office spaces from Zenapp, with an aggregate area of approximately 4,800 square feet, pursuant to three sub-tenancy agreements, each with a lease term from September 1, 2021 to August 31, 2023 and monthly rent of MYR10,000 (approximately $2,424). The sub-tenancy agreements may be renewed for successive two-year terms. The operating lease expenses for the fiscal year ended September 30, 2021 were $7,274. (see Note 6).

Effective October 1, 2020, the Company adopted the new lease accounting standard ASC 842 using the optional transition method, which allowed the Company to continue applying the guidance under the lease standard in effect at the time in the comparative periods presented. In addition, the Company elected the package of practical expedients, which allowed it to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company has also elected the practical expedient allowing it to not separate the lease and non-lease components for all classes of underlying assets. Adoption of this standard resulted in the recording of operating lease right-of-use assets and corresponding operating lease liabilities of approximately $0.3 million, respectively, as of October 1, 2020 with no impact on the accumulated deficit.

As of September 30, 2021, the weighted-average remaining lease term was 3.92 years. The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available to the Company from its lessors. Instead, the Company estimates its incremental borrowing rate based on the benchmark lending rate for three-year loans as published by Malaysia’s central bank in order to discount lease payments to present value. The weighted-average discount rate of the Company’s operating leases was 5.0% as of September 30, 2021.

Supplemental balance sheet information related to the Company’s operating leases was as follows:

	September 30, 2021
Operating Leases
Operating lease right-of-use assets	$	312,429
Right-of-use assets - accumulated amortization		(7,165	)
Right-of-use assets, net		305,264
Operating lease liabilities - current	$	72,362
Operating lease liability – non-current		232,902
Total operating lease liabilities	$	305,264

As of September 30, 2021, the maturities of operating lease liabilities were as follows:

12 months ending September 30,	Lease payment
2022	$	85,982
2023		85,982
2024		85,982
2025		78,817
Total future minimum lease payments		336,763
Less: imputed interest		(31,499	)
Total	$	305,264

F-22

STARBOX GROUP HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 — SEGMENT REPORTING

An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker (the “CODM”) in order to allocate resources and assess the performance of the segment.

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CDOM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the CODM, reviews operating results by the revenue of different services. Based on management’s assessment, the Company has determined that it has three operating segments as defined by ASC 280, including digital advertising services, cash rebate services, and payment solution services.

Revenue by service categories

The following tables present summary information by segment for the fiscal years ended September 30, 2021 and 2020, respectively:

	For the Fiscal Year Ended September 30, 2021
	Cash rebate services			Digital advertising services		Payment solution services			Total
Revenue	$	6,214		$	3,158,520	$	1,494		$	3,166,228
Operating costs		387,537			581,813		56,989			1,026,339
Income (loss) from operations		(381,323	)		2,576,707		(55,495	)		2,139,889
Income tax expense		-			692,405		-			692,405
Net income (loss)		(381,157	)		1,884,302		(55,495	)		1,447,650
Capital expenditure	$	-		$	5,203	$	-		$	5,203
Total assets	$	162,355		$	3,716,568	$	136,212		$	4,015,135

	For the Fiscal Year Ended September 30, 2020
	Cash rebate services			Digital advertising services		Payment solution services		Total
Revenue	$	718		$	153,145	$	-	$	153,863
Operating costs		237,579			106,447		-		344,026
Income (loss) from operations		(236,861	)		46,698		-		(190,163	)
Income tax expense		-			14,991		-		14,991
Net income (loss)		(236,861	)		31,707		-		(205,154	)
Capital expenditure	$	-		$	8,198	$	-	$	8,198
Total assets	$	367,883		$	296,018	$	-	$	663,901

NOTE 12 — SUBSEQUENT EVENTS

The Company evaluated the subsequent event through March 22, 2022, the date of this report, and through the date of this prospectus, and concluded that there are no material reportable subsequent events that need to be disclosed.

F-23

Until [●], 2022 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

[●] Ordinary Shares

STARBOX GROUP HOLDINGS LTD

Prospectus dated [●], 2022

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty.

Our articles of association provide that we will indemnify every director, secretary, assistant secretary, or other officer for the time being and from time to time of our Company (but not including our auditors) and the personal representatives of the same and from: (a) all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by such person, other than by reason of such person’s own dishonesty, willful default, or fraud, in or about the conduct of our business or affairs or in the execution or discharge of that person’s duties, powers, authorities, or discretions; and (b) without limitation to paragraph (a) above, all costs, expenses, losses, or liabilities incurred by such person in defending (whether successfully or otherwise) any civil proceedings concerning us or our affairs in any court, whether in the Cayman Islands or elsewhere.

Pursuant to indemnification agreements, the form of which will be filed as Exhibit 10.2 to this registration statement, we will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

The Underwriting Agreement, the form of which will be filed as Exhibit 1.1 to this registration statement, will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, we have issued the following securities which were not registered under the Securities Act. We believe that each of the following issuance was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

On September 13, 2021, we issued an aggregate of 450,000,000 Ordinary Shares to our founding shareholders for an aggregate consideration of $45,000.

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

See Exhibit Index beginning on page II-5 of this registration statement.

II-1

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4) For the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kuala Lumpur, Malaysia, on [●], 2022.

Starbox Group Holdings Ltd.
By:
	Lee Choon Wooi
	Chief Executive Officer, Director, and Chairman of the Board of Directors
	(Principal Executive Officer)

Power of Attorney

Each person whose signature appears below constitutes and appoints each of [●] and [●] as attorneys-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act, and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of securities of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
	Chief Executive Officer, Director, and Chairman of the Board of Directors	[●], 2022
Name: Lee Choon Wooi	(Principal Executive Officer)
	Chief Financial Officer and Director	[●], 2022
Name: Khoo Kien Hoe	(Principal Accounting and Financial Officer)
	Director	[●], 2022
Name: Lai Kwong Choy
	Director	[●], 2022
Name: Sung Ming-Hsuan
	Director	[●], 2022
Name: Law Peck Woon

II-3

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America of Starbox Group Holdings Ltd., has signed this registration statement or amendment thereto in New York, NY on [●], 2022.

	[●]
	Authorized U.S. Representative
By:
Name:	[●]
Title:	[●] on behalf of [●]

II-4

EXHIBIT INDEX

Description
1.1**	Form of Underwriting Agreement
3.1*	Memorandum of Association
3.2*	Articles of Association
4.1*	Specimen Certificate for Ordinary Shares
4.2**	Form of the Representative’s Warrants (included in Exhibit 1.1)
5.1**	Opinion of Mourant Ozannes (Cayman) LLP regarding the validity of the Ordinary Shares being registered
5.2**	Opinion of Hunter Taubman Fischer & Li LLC regarding the enforceability of Representative’s Warrants
10.1**	Form of Employment Agreement by and between executive officers and the Registrant
10.2**	Form of Indemnification Agreement with the Registrant’s directors and officers
10.3**	Form of Director Offer Letter between the Registrant and its directors
10.4*	Form of Quotation for Digital Advertising Services
10.5*	Service and Licensing Agreement dated November 1, 2021 by and between Shenzhen Yunshidian Information Technology Ltd. and StarboxGB
10.6*	Appointment Letter dated October 1, 2020 by and between VE Services Sdn Bhd and StarboxPB
10.7*	Tenancy Agreement dated April 20, 2022 by and between BERJAYA STEEL WORKS SDN BHD and StarboxGB
10.8*	Tenancy Agreement dated April 13, 2022 by and between Woon Chun Yin and StarboxSB
10.9*	Tenancy Agreement dated April 20, 2022 by and between BERJAYA STEEL WORKS SDN BHD and StarboxPB
21.1*	Subsidiaries
23.1**	Consent of Friedman LLP
23.2**	Consent of Mourant Ozannes (Cayman) LLP (included in Exhibit 5.1)
23.3**	Consent of GLT Law
23.4**	Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.2)
24.1**	Powers of Attorney (included on signature page)
99.1**	Code of Business Conduct and Ethics of the Registrant
99.2*	Consent of Frost & Sullivan
107**	Filing Fee Table

*	Filed herewith
**	To be filed by amendment

II-5

EX-3.1

Exhibit 3.1

THE COMPANIES ACT

OF THE CAYMAN ISLANDS

EXEMPTED COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

Starbox Group Holdings Ltd.

1. The name of the Company is Starbox Group Holdings Ltd.

2. The registered office of the Company will be situated at the offices of Gold-In (Cayman) Co., Ltd., whose physical address is Suite 102, Cannon Place, North Sound Rd., George Town, Grand Cayman, Cayman Islands with postal address P.O. Box 712, Grand Cayman, KY1-9006, Cayman Islands or at such other place as the Directors may determine.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands.

4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act.

5. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

6. The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder.

7. The authorized share capital of the Company is US$50,000.00 divided into 500,000,000 shares comprising of (i) 450,000,000 Ordinary Shares of a par value of US$0.0001 each and (ii) 50,000,000 Preferred Shares of a par value of US US$0.0001 each. Subject to the Companies Act and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorized share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

8. The Company has the power contained in the Companies Act to deregister in the Cayman. Islands and be registered by way of continuation in some other jurisdiction.

9. Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of Association of the Company.

Dated this 13th day of September, 2021

Name of Subscriber:	Gold-in (Cayman) Co., Ltd.
Address:	Suite 102, Cannon Place,
	North Sound Rd., George Town, Grand Cayman,
	Cayman Islands
Occupation:	Authorised Signatory
Number of shares:	One (1) subscriber
Signature:	/s/ Juliet Fenn
	Juliet Fenn

Witness to Subscriber:	Christine Bodden
Address:	Suite 102, Cannon Place,
	North Sound Rd., George Town, Grand Cayman,
	Cayman Islands
Occupation:	Attorney-at-Law
Signature:	/s/ Christine Bodden
	Christine Bodden

EX-3.2

Exhibit 3.2

THE COMPANIES ACT

OF THE CAYMAN ISLANDS

EXEMPTED COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

Starbox Group Holdings Ltd.

TABLE A

The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

“ Affiliate” means in respect of a Person, any other Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity,

“Articles” means these articles of association of the Company, as amended or substituted from time to time;

“Board” and “Board of Directors” and “Directors”

- means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof,

“Chairman” means the chairman of the Board of Directors;

“Class” or “Classes” means any class or classes of Shares as may from time to time be issued by the Company,

“Commission” means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

“Company” means Starbox Group Holdings Ltd., a Cayman Islands exempted company;

“Companies Act” means the Companies Act (2021 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof;

“Company’s Website” means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of Shares, or which has otherwise, been notified to Shareholders;

“Designated Stock Exchange” means the stock exchange in the United States on which any Shares or are listed for trading:

“Designated Stock Exchange Rules” means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchange;

“electronic” has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor,

“electronic communication” means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

“Electronic Transactions Law” means the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof,

“electronic record” has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

“Memorandum of Association” means the memorandum of association of the Company, as amended or substituted from time to time;

“Ordinary Resolution”

means a resolution:

(a) passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or

(b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;

“Ordinary Share” means an Ordinary Share of a par value of US$0.0001 in the capital of the Company,

“paid up” means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;

“Person” means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

“Preferred Share” means a Preferred Share of a par value of US$0.0001 in the capital of the Company;

“Register” means the register of Members of the Company maintained in accordance with the Companies Act;

“Registered Office” means the registered office of the Company as required by the Companies Act;

“Seal” means the common seal of the Company (if adopted) including any facsimile thereof;

“Secretary” means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

“Securities Act” means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“Share” means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;

“Shareholder” or “Member” means a Person who is registered as the holder of one or more Shares in the Register;

“Share Premium Account” means the share premium account established in accordance with these Articles and the Companies Act,

“signed” means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

“Special Resolution” means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:

(a) passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or

(b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

“Treasury Share” means a Share held in the name of the Company as a treasury share in accordance with the Companies Act; and

“United States” means the United States of America, its territories, its possessions and all areas subject to its jurisdiction.

2. In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;

(b) words importing the masculine gender only shall include the feminine gender and any Person as the context may require;

(c) the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

(d) reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of America;

(e) reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

(f) reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case;

(g) reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing including in the form of an electronic record or partly one and partly another;

(h) any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electronic communication;

(i) any requirements as to execution or signature under the Articles, including the execution of the Articles themselves, can be satisfied in the form of an electronic signature as defined in the Electronic Transaction Law; and

(j) Sections 8 and 19(3) of the Electronic Transactions Law shall not apply.

3. Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

4.	The business of the Company may be conducted as the Directors see fit.
5.	The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.
6.	The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be authortized over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
7.	The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office.

SHARES

8. Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Members, cause the Company to:

(a) issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine;

(b) grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper, and

(c) grant options with respect to Shares and issue warrants, convertible securities or similar instruments with respect thereto.

9. The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 17, the Directors may issue from time to time, out of the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of preferred shares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including:

(a) the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof,

(b) whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;

(c) the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares;

(d) whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption;

(e) whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares;

(f) whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof,

(g) whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

(h) the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares;

(i) the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and

(j) any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof,

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.

10.

The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.

11.

The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.

ORDINARY SHARES AND PREFERRED SHARES

12.	Each Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Preferred Share shall entitle the holder thereof to two (2) votes on all matters subject to vote at general meetings of the Company.
13.	Each Preferred Share is convertible into 1 Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Preferred Share delivering a written notice to the Company that such holder elects to convert a specified number of Preferred Share into Ordinary Shares. In no event shall Ordinary Shares be convertible into Preferred Shares.
14.	Upon any sale, transfer, assignment or disposition of any Preferred Share by a Shareholder to any person who is not an Affiliate of such Shareholder, or upon a change of control of any Preferred Share to any Person who is not an Affiliate of the registered shareholder of such Share, such Preferred Share shall be automatically and immediately converted into one Ordinary Share. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition. shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in its Register, and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Preferred Share to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the relevant Preferred Shares, in which case all the related Preferred Shares shall be automatically converted into the same number of Ordinary Shares.
15.	Any conversion of Preferred Shares into Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation of each relevant Preferred Share as an Ordinary Share. Such conversion shall become effective forthwith upon entries being made in the Register to record the re-designation of the relevant Preferred Shares as Ordinary Shares.
16.	Save and except for voting rights and conversion rights as set out in Articles 12 to 15(inclusive), the Ordinary Shares and the Preferred Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.

MODIFICATION OF RIGHTS

17.

Whenever the capital of the Company is divided into different Classes, the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be materially adversely varied with the consent in writing of the holders of all of the issued Shares of that Class or with the sanction of an Ordinary Resolution passed at a separate meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article, the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes.

18.

The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materially adversely varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights.

CERTIFICATES

19.	Every Person whose name is entered as a Member in the Register may, without payment and upon its written request, request a certificate within two calendar months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by that Person, provided that in respect of a Share or Shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as appearing in the Register.
20.	Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.
21.	Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such smaller sum as the Directors shall determine.

22.

If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same Shares may be issued to the relevant Member upon request, subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

23.

In the event that Shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

FRACTIONAL SHARES

24. The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

LIEN

25.	The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends.
26.	The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.
27.	For giving effect to any such sale, the Directors may authorise a Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

28. The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.

CALLS ON SHARES

29.	Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
30.	The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
31.	If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.
32.	The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.
33.	The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.

34. The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

FORFEITURE OF SHARES

35.	If a Shareholder fails to pay any call or instalment of a call-in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
36.	The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.
37.	If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.
38.	A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
39.	A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.

40.	A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.
41.	The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.
42.	The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

TRANSFER OF SHARES

The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.

43. i) The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien.

(a) The Directors may also decline to register any transfer of any Share unless:

(i) the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

(ii) the instrument of transfer is in respect of only one Class of Shares;

(iii) the instrument of transfer is properly stamped, if required;

(iv) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four, and

(v) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof.

44.

The registration of transfers may, on ten calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirty calendar days in any calendar year.

45.

All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any Shares, they shall within three calendar months after the date on which the instrument of transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee.

TRANSMISSION OF SHARES

46.	The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share.
47.	Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.
48.	A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

REGISTRATION OF EMPOWERING INSTRUMENTS

49. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

ALTERATION OF SHARE CAPITAL

50.	The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.
51.	The Company may by Ordinary Resolution:

(a) increase its share capital by new Shares of such amount as it thinks expedient;

(b) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

(c) subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

(d) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

Unless the Board in its sole discretion determines otherwise, all new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital. The Board may settle as they consider expedient any difficulty which arises in relation to any consolidation and division under the preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorize some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

52. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

53. Subject to the provisions of the Companies Act and these Articles, the Company may:

(a) issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by either the Board or by the Shareholders by Special Resolution;

(b) purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have been approved by the Board or by the Members by Ordinary Resolution, or are otherwise authorised by these Articles; and

(c) make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act, including out of capital.

54.	The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.
55.	The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.
56.	The Directors may accept the surrender for no consideration of any fully paid Share.

TREASURY SHARES

57. The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

58. The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

In the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.

GENERAL MEETINGS

59.	All general meetings other than annual general meetings shall be called extraordinary general meetings.
60.	i) The Company may (but shall not be obliged to, unless as required by applicable law or Designated Stock Exchange Rules) in each calendar year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors.

(a) At these meetings the report of the Directors (if any) shall be presented.

61. i) The Chairman or a majority of the Directors may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.

(a) A Shareholders’ requisition is a requisition of Members holding at the date of deposit of the requisition Shares which carry in aggregate not less than one-third (1/3) of all votes attaching to all issued and outstanding Shares of the Company that as at the date of the deposit carry the right to vote at general meetings of the Company.

(b) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

(c) If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if the Directors do not within twenty-one (21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further forty-five (45) calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of two calendar months after the expiration of the said forty-five (45) calendar days.

(d) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

62. At least seven (7) calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat; and

(b) in the case of an extraordinary general meeting, by two-thirds (2/3rd) of the Shareholders having a right to attend and vote at the meeting, present in person or by proxy or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy.

63. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

64.

No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. One or more Shareholders holding Shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to all Shares in issue and entitled to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for all purposes.

65.

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

66.	If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the Company may be by means of a telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
67.	The Chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company.
68.	If there is no such Chairman of the Board of Directors, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting, any Director or Person nominated by the Directors shall preside as chairman of that meeting, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.
69.	The chairman may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen (14) calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
70.	The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine. Notice of the business to be transacted at such postponed general meeting shall not be required. If a general meeting is postponed in accordance with this Article, the appointment of a proxy will be valid if it is received as required by the Articles not less than 48 hours before the time appointed for holding the postponed meeting.
71.	At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting or any Shareholder holding not less than ten per cent (10%) of the votes attaching to the Shares present in person or by proxy, and unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

72.	If a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
73.	All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater majority is required by these Articles or by the Companies Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
74.	A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF SHAREHOLDERS

75.	Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall have one (1) vote for each Ordinary Share and two (2) votes for each Preferred Share of which he is the holder.
76.	In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.
77.	Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may be voted, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such Shares by proxy.

78.	No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.
79.	On a poll votes may be given either personally or by proxy.
80.	Each Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)), may only appoint one proxy on a show of hand. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.
81.	An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.
82.	The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:

(a) not less than 24 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 12 hours before the time appointed for the taking of the poll; or

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The Chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

83.	The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
84.	A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

85. Any corporation which is a Shareholder may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder.

DEPOSITARY AND CLEARING HOUSES

86. If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation, including the right to vote individually on a show of hands.

DIRECTORS

87. i) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3) Directors, the exact number of Directors to be determined from time to time by the Board of Directors.

(a) The Board of Directors shall have a Chairman elected and appointed by a majority of the Directors then in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairman of the meeting.

(b) The Company may by Ordinary Resolution appoint any person to be a Director.

(c) The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint any person as a Director, to fill a vacancy on the Board arising from the office of any Director being vacated in any of the circumstances described in Article 108, or as an addition to the existing Board.

(d) An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any, but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board.

88.

A Director may be removed from office by Ordinary Resolution of the Company, notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A vacancy on the Board created by the removal of a Director under the previous sentence may be filled by Ordinary Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for his removal.

89.

The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time.

90.	A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings.
91.	The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.
92.	The Directors shall be entitled to be paid for their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.

ALTERNATE DIRECTOR OR PROXY

93.	A Director shall attend the Board meetings in person or by telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other.
94.	Any Director may not appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf at any Board meetings.

POWERS AND DUTIES OF DIRECTORS

95.

Subject to the Companies Act, these Articles and any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

96.

Subject to these Articles, the Directors may from time to time appoint any natural person, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, chief executive officer, one or more other executive officers, president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

97.	The Directors may appoint any natural person to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.
98.	The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
99.	The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.
100.	The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.
101.	The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such Person.
102.	The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

103. Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

BORROWING POWERS OF DIRECTORS

104. The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

105.

The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.

106.

The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.

107. Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

108. The office of Director shall be vacated, if the Director:

(a) becomes bankrupt or makes any arrangement or composition with his creditors;

(b) dies or is found to be or becomes of unsound mind;

(c) resigns his office by notice in writing to the Company,

(d) without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated; or

(e) is removed from office pursuant to any other provision of these Articles.

PROCEEDINGS OF DIRECTORS

109.	The Directors may meet together (either within or without the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director shall be entitled to one (1) vote. In case of an equality of votes the Chairman shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
110.	A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
111.	The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless so fixed, the quorum shall be a majority of Directors then in office. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

112. A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. Subject to the Designated Stock Exchange Rules and disqualification by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration, provided that:

(a) such Director, if his interest (whether direct or indirect) in such contract or arrangement is material, has declared the nature of his interest at the earliest meeting of the Board at which it is practicable for him to do so, either specifically or by way of a general notice. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated; and

(b) if such contract of arrangement is a transaction with a related party, such transaction has been approved by the audit committee of the Company.

113.

A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

114.

Subject to the Designated Stock Exchange Rules, any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

115. The Directors shall cause minutes to be made for the purpose of recording:

(a) all appointments of officers made by the Directors;

(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

116.	When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.
117.	A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be , shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors.
118.	The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing, the number, or of summoning a general meeting of the Company, but for no other purpose.
119.	Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their members to be chairman of the meeting.
120.	A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.
121.	All acts done by any meeting of the Directors or of a committee of Directors shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

PRESUMPTION OF ASSENT

122. A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS

123.	Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.
124.	Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.
125.	The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies or for equalising dividends or for any other purpose to which those funds may be properly applied, and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit.
126.	Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.

127.	The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit.
128.	Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share.
129.	If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share.
130.	No dividend shall bear interest against the Company.
131.	Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

132.	The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.
133.	The books of account shall be kept at the Registered Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
134.	The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.

135.	The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited.
136.	The Directors or audit committee of the Board may appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.
137.	Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.
138.	The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Members.
139.	The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

CAPITALISATION OF RESERVES

140. Subject to the Companies Act, the Directors may:

(a) resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), which is available for distribution;

(b) appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i) paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or

(ii) paying up in full unissued Shares or debentures of a nominal amount equal to that sum,

and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;

(c) make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;

(d) authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:

(i) the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or

(ii) the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,

and any such agreement made under this authority being effective and binding on all those Shareholders; and

(e) generally do all acts and things required to give effect to the resolution.

141. Notwithstanding any provisions in these Articles, the Directors may resolve to capitalise an amount standing to the credit of reserves (including the share premium account, capital redemption reserve and profit and loss account) or otherwise available for distribution by applying such sum in paying up in full unissued Shares to be allotted and issued to:

(a) employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Members; and.

(b) any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or Members.

SHARE PREMIUM ACCOUNT

142.	The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.
143.	There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital.

NOTICES

144.	Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or a recognised courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number such Shareholder may have specified in writing for the purpose of such service of notices, or by placing it on the Company’s Website should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.
145.	Notices sent from one country to another shall be sent or forwarded by prepaid airmail or a recognized courier service.
146.	Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

147. Any notice or other document, if served by:

(a) post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted;

(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

(c) recognized courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or

(d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission to the electronic mail address supplied by the Shareholder to the Company; or

(e) placing it on the Company’s Website, shall be deemed to have been served immediately upon the time of its placement on the Company’s Website.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

148.

Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

149.

Notice of every general meeting of the Company shall be given to:

(a) all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and.

(b) every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INFORMATION

150.	No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public.
151.	The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company.

INDEMNITY

152.

Every Director, Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

153.

No Indemnified Person shall be liable:

(a) for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or

(b) for any loss on account of defect of title to any property of the Company, or

(c) on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or

(d) for any loss incurred through any bank, broker or other similar Person; or

(e) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or

(f) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto;

unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.

FINANCIAL YEAR

154. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each calendar year and shall begin on January 1st in each calendar year.

NON-RECOGNITION OF TRUSTS

155. No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.

WINDING UP

156.

If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

157.

If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

AMENDMENT OF ARTICLES OF ASSOCIATION

158. Subject to the Companies Act, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

CLOSING OF REGISTER OR FIXING RECORD DATE

159. For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case thirty calendar days in any calendar year.

160.

In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety (90) calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.

161.

If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which the resolution of the Directors declaring such dividend is adopted shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.

REGISTRATION BY WAY OF CONTINUATION

162. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

MERGERS AND CONSOLIDATIONS

163. The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Companies Act) upon such terms as the Directors may determine and (to the extent required by the Companies Act) with the approval of a Special Resolution.

DISCLOSURE

164. The Directors, or any service providers (including the officers, the Secretary and the registered office agent of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority or to any stock exchange on which securities of the Company may from time to time be listed any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company.

Dated this 13th day of September, 2021

Name of Subscriber:	Gold-in (Cayman) Co., Ltd.
Address:	Suite 102, Cannon Place,
	North Sound Rd., George Town, Grand Cayman,
	Cayman Islands
Occupation:	Authorised Signatory
Number of shares:	One (1) subscriber
Signature:	/s/ Juliet Fenn
	Juliet Fenn
Witness to Subscriber:	Christine Bodden
Address:	Suite 102, Cannon Place,
	North Sound Rd., George Town, Grand Cayman,
	Cayman Islands
Occupation:	Attorney-at-Act
Signature:	/s/ Christine Bodden
	Christine Bodden

EX-4.1

Exhibit 4.1

Share Certificate

Certificate Number Number of Shares

Starbox Group Holdings Ltd.

Incorporated in the Cayman Islands under the Companies Law (as Revised)

Authorized Share Capital is US$50,000 divided into

i)	450,000,000 Ordinary Shares of a nominal or par value of US$0.0001 each;
ii)	50,000,000 Preferred Shares of a nominal or par value of US$0.0001 each.

This certifies that [Name] of [Address] is the registered holder of [Number] Ordinary Shares fully paid and non-assessable, subject to the Memorandum and Articles of Association of the Company.

GIVEN under the Common Seal of the said Company this [date].

The Common Seal of the Company was hereunto affixed.

Director

EX-10.4

Exhibit 10.4

	QUOTATION
	STARBOXTV SDN. BHD. (1335414-P)
	P 603-27819066 E info@seebats.com W www.seebats.com.my
	A V02-08-12, Sunway Velocity Office 2, Lingkaran SV, Sunway Veloctiy, 55100 Kuala Lumpur.

ATTENTION: [*]		ISSUE DATE: [*]
		QUO NO: [*]
[Client Name]
[address]	PAGES: 3
[website]

ADVERTISEMENT & PROMOTIONAL ACTIVITIES

NO.	ITEMS	QTY	UNIT COST (in MYR)	AMOUNT DUE (in MYR)
1	SEEBATS Premium Onboarding Pack ONE TIME SETUP FEE - Account and Campaign setup - Directive planning for Digital advertisement, brand positioning, key messages - Digital media strategy (content pillar, identifying persona, community management template and post schedule, hashtag strategy) - Big data analytic setup - Lifetime big data analytic with proprietary copyrighted big data analytics method SEEBATS Design work - Home page movie advertisement - Header advertisement (Header 1 or 2) - In-stream Video Ads (Opening 3s) - Digital Ads-in-Ads to show advertiser while showing SEEBATS advertisement at SEEBATS related digital media channel * Note 4 weeks GETBATS Exposures - P2P Influencing Tools - allow GETBATS member to share advertiser advertisement through their own influencing / social circle - e.g.: WhatsApp, WeChat, Facebook page, telegram, email - Push Notification - to GETBATS members - Advertisement at GETBATS related footer advertisement - Free onboarding to GETBATS as merchant PAYBATS Exclusive Packages - MDR @ cost +0.1% perpetual - Setup fee waived - Annual fee waived - Recurring payment @ cost + 0.1% - Copyrighted Flexi Payment Token (To be provided upon launching of Flexi Payment Token)	1

	Digital Media Promotion - Nano-Influencer - 1 post per week - 5 nano-influencer for 4 weeks - write up preparation - picture design - lead generated will be onboarded to GETBATS as downline * Note: influencer / professional influencer open for discussion Blogger Post - 1 post at GPS related blogger - pinned post @ our picks for one week - write up preparation - picture design - lead generated will be onboarded to GETBATS as downline * Note - professional blogger open for discussion Graphic Design - P2P Influencing visual design - SEEBATS Home page header advertisement (Header 1) - SEEBATS Home page header advertisement (Header 2) - Bloggers / Professional Bloggers CSR Programme - Goodies Bag (RM 10) September 2021 Prime Time Advance Plus Package -SEEBATS 1 selected video In-stream Video Ads (Opening 3s)
2	SEEBATS Advertisement Package Prime Time Advance Pack HOME PAGE ADS: -SB Header (Left or Right) -SB Right Banner (Top or Down) -SB Leader board -SB Footer banner MOVIE PAGE ADS: -No. of movies / drama / variety show: 40 -In-stream Video Ads (Opening 3s) -In-stream Video Ads (Middle of the Programme 5s) -Brand Logo + Rolling Copy (Top or Bottom 12s) -SB Right Banner (Top or Down) -SB Footer banner Duration : 4 Weeks	1
	GRAND TOTAL

*Advertising Terms & Conditions:

1.	This quotation covers set-up, design and implementation for online advertising on SEEBATS.COM and is between STARBOXTV SDN BHD (STVSB) and you.
2.	This contract/quotation is effective upon submission and receipt of the initial down payment and is non-cancellable unless for reasons not fulfilled by STVSB. All payment made are not refundable.
3.	All advertising is subject to the approval of publisher. Advertisement for products and services should be consistent with technologies and policies of STVSB. Policies regarding acceptable advertisements are subject to change with notifications to you.
4.	You / Your Agency hereby agrees to indemnify, defend and hold harmless STVSB at all times from and against any actions, claims, demands, proceeding, losses, liabilities, damages costs and or expenses (including without limitation, legal fees and disbursements on a full indemnity basis) for any inaccuracies and misinterpretation or legal rights/ ownership of commercial material that will be aired on any medium in STVSB or caused by any breach of the terms and conditions here in.
5.	STVSB is not bound by any condition, specification, or requirement of your appearing on any order when such order or instructions are in conflicts with this contract.
6.	Advertisement space is allocated strictly based on availability & on a first come first serve basis, once complete payment is collected based on payment terms.
7.	Quotation is valid if no discrepancy is reported in writing to us within 7 days.
8.	FULL upfront payment shall be made prior to the commencement of the advertisement. Delay in payment will result in delay of advertisement.
9.	STVSB reserves the right to stop the advertisement should there be any adverse complaints from the public or if ordered to do so by any relevant authority.
10.	All payment due shall be in Ringgit Malaysia and within 30 days from date of invoice. Payments cannot be replaced with goods, vouchers or any other means.
11.	Price quoted does not include Service Tax 6%. Service Tax will be applied to company registered in Malaysia whenever applicable.
12.	STVSB reserves the right to amend the above terms & condition at any time, without prior notice, from time to time.

Payments Milestone:

Percentage	Item
SEEBATS Premium Onboarding Pack
50%	Down payment based on total price of SEEBATS Premium Onboarding Pack upon signing of quotation.
50%	Payment upon completion of SEEBATS Premium Onboarding Pack.
SEEBATS Advertisement Package
100%	Payment upon Advertisement aired

Please make payment to:

Bank Name: [*]

Bank Account Holder: [*]

Bank Account Number: [*]

Swift Code: [*]

(Company Stamp & Signature) (Company Stamp & Signature)

On behalf of	Agreed and Acknowledge by
STARBOXTV SDN.BHD.	[Client Name]
Name:	Name:
Designation:	Designation:
Date:	Date:

EX-10.5

Exhibit 10.5

Contract #:

Service and LICENSING AGREEMENT

BETWEEN

SHENZHEN YUNSHIDIAN INFORMATION TECHNOLOGY LTD.

AND

STARBOXTV SDN BHD.

This service and licensing agreement (“Agreement”), made as of 1^st November, 2021 (“Effective Date”), by and between SHENZHEN YUNSHIDIAN INFORMATION TECHNOLOGY LIMITED. a company registered in the People’s Republic of China with an address at Room 201, A Block, No.1 of Qianwan 1^st Road, Qianhai Shenzhen and Hong Kong Cooperation District, Shenzhen, China (“YSD”) and STARBOXTV SDN BHD, with an office at VO2-08-12, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Malaysia (“Licensee”) and contains the terms of a technology service to deliver Content from YSD to Licensee. In consideration of the Total Content and Service Fee paid to YSD by Licensee, YSD hereby grants to Licensee, and Licensee hereby accepts, a license to distribute, perform, exhibit, and otherwise exploit the Content according to the terms and conditions set forth herein. Capitalized terms not otherwise defined in this main agreement have the respective meanings ascribed to such terms in the Standard Terms and Conditions attached hereto as Exhibit 3 (the “Standard Terms”) and incorporated herein by this reference

CONTENT: The initial list of content or programs as listed in Exhibit 1 (each a “Program” and collectively, the “Content”).

TERM: The Agreement term commences on the Effective Date, for a duration of 24 months and shall end 31^st October, 2023 (the “Term”) and the Term shall also serve as the license period for exploitation of the Content, beginning from 1^st November, 2021 through 31^st October, 2023 (the “License Period”).

TOTAL CONTENT AND SERVICE FEE: USD $120,000 based on USD $5,000 per month package. The first payment for the first year of the Term, equivalent to USD $60,000 shall be paid by Licensee to YSD at within 15 business days from the Effective Date. The second and final payment for the second year of the Term, equivalent to USD $60,000 shall be paid by Licensee to YSD within 15 business days after the first annual anniversary of the Effective Date.

CONTENT DELIVERY FEE: The Content will be delivered to Licensee using YSD’s iVideoForce infrastructure and SAAS Platform. Content Delivery Network (“CDN”) Fee and Cloud Storage (“Storage”) Fee will be charged separately and is billed according to annual packages as follows:

CDN Packages Per Year
CDN	10T	50T	200T	1PB	5PB
Price	US$1,500.00	US$7,000.00	US$27,000.00	US$130,000.00	US$640,000.00

STORAGE Packages Per Year
Storage	500GB	1T	5T	10T	50T
Price	US$200.00	US$400.00	US$2,000.00	US$4,000.00	US$20,000.00

The initial CDN fee of USD $1,500/10T and Storage fee of USD $2,000 /5Tshall be paid by Licensee to YSD at within 15 business days from the Effective Date. Within the first year of the Term of this Agreement, shall the actual usage of either CDN or Storage exceed the amounts included in the package, Licensee shall pay YSD for a new package.

At the second year of the Term, the CDN fee of USD $1,500 and Storage fee of USD $2,000 shall be paid by Licensee to YSD at within 15 business days after the first annual anniversary of the Effective Date. Within the second year of the Term, shall the actual usage of either CDN or Storage exceed the amounts included in the package, Licensee shall pay YSD for a new package.

INVOICES AND PAYMENT:

Invoices shall be sent via email to Licensee at the following email address: [*]

1

Payment to YSD should be made according to the following wire instructions:

Account name: [*]

Bank: [*]

Bank Address: [*]

Account Number: [*]

Swift Code: [*]

cc: [*]

TERRITORY: Malaysia

NON-EXCLUSIVITY: Non-exclusive rights to transmit signal via internet, including but not limited to mobile network (mobile TV), OTV, OTT and IPTV.

RIGHTS: All video-on-demand (AVOD, SVOD or TVOD) and streaming rights on all platforms and services belonging to Licensee for viewing via any device.

In addition, Licensee shall have the right to edit the Content solely to create and use clips of the Content of up to three (3) minutes to market and promote the Content or Licensees’ services in the Territory in all media and on all platforms. Licensee shall have the right to exploit, on the terms set forth herein, YSD’s existing language versions of the Content, or, if no such foreign language versions exist, to create foreign language versions of the Content and exploit them as follows on the terms set forth herein. YSD owns all intellectual property rights to any foreign language versions so produced, as derivative works.

DELIVERY: YSD will utilize its iVideoForce infrastructure and SAAS platform to deliver digital files of the Content via a dedicated account, pursuant to the technical specifications listed in Exhibit 2 hereof, to Licensee at no later than 15 business days after full execution of this Agreement. The iVideoForce account enables the Licensee to access the following features:

(1)	Content Management: Managing all the Licensed Content
(2)	API: to query the Licensed Content, periodically updated with new and refreshed content, with details listed in SP_Api_Readme.docx
(3)	Video Player: customized to play videos delivered from iVideoForce

CONTENT REFRESH: Throughout the Term, YSD shall regularly refresh the Content by adding new episodes and/or programs as is available. A total of no less 10% of the original starting amount of Content (as per Exhibit 1) will be added each month (with respect to either number of programs, episodes or duration or a combination thereof).

PROGRAM WITHDRAWAL: YSD may withdraw one or more Program from this Agreement in the event that YSD has knowledge that its continued exploitation hereunder would likely infringe on the rights of a third party due to licensing terms and expiration thereof. The withdrawal of any Programs will be updated via the API. The Licensee shall be notified 30 days in advance in writing via email of any withdraw of a Program. If any Program is so withdrawn, Licensee shall cease exploitation of such Program as soon as practicable, in no event more than 30 days after receiving YSD’s notice thereof.

CONTENT PACKAGE UPGRADE: At any time during the Term of this Agreement, Licensee shall have the right to upgrade the Content provided in the Agreement to include additional Programs not available as part of this Agreement or not available as part of the Content Refresh. A separate agreement based on the additional Programs will be signed by both parties.

IN-VIDEO ADVERTISING: The Programs provided in this Agreement are all made available for 3^rd party advertising within the Program’s video in the form of Digital Product Placements (“DPP”) and overlay ads using YSD’s In-Video Ad Technology. The production of In-Video Ads shall be completed by YSD so that the programs delivered to Licensee via the API shall already contain the In-Video Ads within a reasonable time period which shall not be later than [2] working days, given that all materials are provided for.

2

IN-VIDEO AD SALES & REVENUE SHARE: Both Parties are entitled to sell In-Video Advertising. Advertising revenue arising from the Licensed Programs and the advertising through the use of In-Video Advertising technology shall be apportioned in the following manner:

● Shall Licensee sell the advertising, then the revenue share will be 70% Licensee / 30% YSD

● Shall YSD sell the advertising, then the revenue share will be 70% YSD / 30% Licensee

The abovesaid revenue share shall be based on net advertisement revenue basis. Net advertisement revenue shall mean gross revenue from sale of advertising against the Content less applicable third party commissions, fees, returns and applicable taxes (including but not limited to, sales, use and other applicable taxes).

SECURITY PROVISIONS: Licensee shall implement throughout the Term and Territory, geo-filtering and access control technologies (no less than industry standard and in any event no less than that used with respect to any other content distributed via the Licensee’s Platforms), designed to deter access to any Licensed Content from outside of the Territory, and to prevent access to any Licensed Content by anyone other than those authorized to access the Licensed Content.

REPRESENTATIONS AND WARRANTIES; INDEMNITY: YSD represents and warrants that Licensees’ use of the Content as permitted here will not violate applicable law, infringe the intellectual property rights and/ or such rights of any third party within and outside the territory of Malaysia, which shall give rise to any actionable liability, or require payment to any third party, and YSD will fully indemnify Licensee against any breach of such representations and warranties.

TERMINATION: Either party may terminate this Agreement in the event of a material breach by the other party of any representation, warranty, covenant or agreement set forth herein which is not cured within thirty (30) days of receipt of written notice from the non-breaching party specifying the nature of such breach. Termination or expiration of this Agreement for any reason shall not relieve either party of any of its liabilities or obligations under this Agreement that accrued on or prior to the date of such termination. Termination of this Agreement is in addition to any other rights or remedies that a party may have in law or equity.

CONFIDENTIALITY: The terms and conditions of this Agreement and any confidential business information concerning the other party derived in the course of performance hereunder (collectively, “Confidential Information”) will be kept confidential by the parties hereto and will not be disclosed by either party to any third party except: (a) as may be required by law or to comply with a valid order of a court of competent jurisdiction, in which event the party making such disclosure shall so notify the others as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (b) to a party’s accountants, auditors, legal counsel, parent companies as part of their normal review procedures or to a party’s bankers or participants, or to bona fide potential lenders, investors or purchasers as part of due diligence, provided, however, that in such cases the recipients of the Confidential Information agree to be bound by confidentiality provisions substantially similar to these; (c) in order to enforce its rights pursuant to this Agreement; or (d) if agreed to by the parties in writing.

ASSIGNMENT: The rights and obligations of either party under this Agreement may not be assigned or transferred, in whole or in part, without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except to (a) any person or entity directly or indirectly controlling, controlled by or under common control with such party; or (b) to a successor entity to such party’s business through merger, combination, acquisition of equity or assets, or other transaction. In the case of an approved assignment, such approved assignee must in writing agree to accept and abide by all of the terms and conditions of this Agreement. This Agreement, including both its obligations and benefits, shall pass to, and be binding on, the respective assignees, transferees and successors of each of the parties. Any purported assignment of this Agreement without the requisite consent shall be a material breach of this Agreement and shall be null and void.

GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China applicable to contracts made and wholly performed therein without regard to principles of conflicts of law.

ACCEPTED AND AGREED TO:

STARBOXTV SDN BHD		SHENZHEN YUNSHIDIAN INFORMATION TECHNOLOGY LTD.
Signed:	/s/ Choo Keam Hui	Signed:	/s/ Chen Shengwei
	CHOO KEAM HUI		CHEN SHENGWEI
	Director		GENERAL MANAGER
	1st November, 2021		1st November, 2021

3

EXHIBIT 1

CONTENT & PROGRAM LIST

4

EXHIBIT 2

DEFINITIONS, TECHNICAL SPECIFICATIONS AND DELIVERABLES

5

EXHIBIT 3

STANDARD TERMS & CONDITIONS

6

EX-10.6

Exhibit 10.6

Date: 1 October 2020

Paybats Sdn Bhd

VO2-03-07, Velocity Office 2

Lingkaran SV, Sunway Velocity

55100 Kuala Lumpur, Malaysia

Attn : Mr. Choo Keam Hui

APPOINTMENT LETTER

-MERCHANT RECRUITMENT AND ON-BOARDING (“APPOINTMENT”)

We refer to the above-mentioned subject matter.

Upon review of your company profile, VE Services Sdn Bhd (Company Registration No.: 538199-W) (hereinafter referred as “VE SERVICES”) formally appoints Paybats Sdn Bhd (Company No.: 1327311-V) (hereinafter referred to as “Agent”) as our Independent Merchant Recruitment and On-Boarding Agent with immediate effect.

As the Agent, you are required to introduce, recruit and on-board new merchants for VE Services’ payment services. The Appointment shall be premised upon the terms and conditions as stipulated in the ensuing attachment.

Kindly sign and return to us the duplicate of this appointment letter to indicate your acceptance and we look forward to a fruitful business relationship with Paybats Sdn Bhd.

Thank You.

For and on behalf of

VE SERVICES SDN BHD

/s/ How Wil Kin

How Wil Kin

COO

ACKNOWLEDGEMENT & ACCEPTANCE

I, on behalf of PAYBATS SDN BHD (Company No.: 1327311-V), hereby acknowledge and accept the terms and conditions as stipulated in your Appointment dated 1 October 2020.

For and on behalf of PAYBATS SDN BHD

/s/ Choo Keam Hui

Name: Choo Keam Hui

Designation: CEO

Date: 1 Oct 2020

Company Stamp:

VE Services SDN. BHD. (Company No. 538199-W)

VO2-08-12, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Malaysia.

Tel: +603- 2781 9066 Website: www.ves.com.my

ATTACHMENT

This attachment on the Agent’s Terms & Conditions (“Terms”) forms an integral part of the Appointment.

1)	The Appointment is for a period of one (1) year with immediate effect and shall be renewed automatically on a yearly basis unless notified otherwise;
2)	The Agent’s appointment is non-exclusive and VE Services reserves its rights to appoint any other party as its Agent;
3)	The Agent shall introduce, recruit and on-board new merchants for VE Services’ payment services (“Applicant”);
4)	The fees/ commission structure to Agent is enclosed as Enclosure 1, and shall be paid on a monthly basis within 30 days and subject to full payment of fees and charges by the approved Applicant.
5)	The approval for all newly Applicants (I.e. recruited merchants) with regards to VE Services’ payment services shall be at the sole discretion of VE Services;
6)	All charges and payments, which shall include but not limited to on-boarding fee, administrative fees, monthly fees and transaction fees, from the Applicants shall be paid directly to VE Services;
7)	All information regarding VE Services provided by us to Agents are to be kept confidential and shall not be disclosed to any third party without the prior written consent of VE Services except for the fulfillment of your obligations herein;
8)	Where the Agent received any personal data (as defined by the Personal Data Protection Act 2010) from us or the Applicant, the Agent shall ensure full compliance with the provisions of the Personal Data Protection Act 2010 and shall only deal with data to fulfill its obligations herein;
9)	The Agent shall comply with all applicable laws, rules or ordinances in the performance of its obligations herein, and warrants that no such applicable laws, rules or ordinances will be violated during the Appointment. The Agent shall defend and hold VE Services harmless from any losses, cost and/or damages incurred as a result of any such violations;
10)	The Agent is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with Applicants and VE Services shall make all determinations about fraudulent activity in its sole discretion;
11)	Each party is entitled to terminate this Appointment at any time by giving the other party a fourteen (14) days notice in writing;
12)	Notwithstanding VE Services’ rights for termination stated herein, VE Services reserves the rights to withhold payment of your fees/ commission in the event of a breach in the Agent’s obligations stated herein;
13)	The Terms stated herein constitutes the entire understanding between VE Services and the Agent with regards to the Appointment and supercedes any previous agreements and/or understanding between both parties in relation to such matters.

VE Services SDN. BHD. (Company No. 538199-W)

VO2-08-12, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Malaysia.

Tel: +603- 2781 9066 Website: www.ves.com.my

Enclosure 1: Fee and Commission Structure

A. Merchant Fees

	Normal Package*			Premium Package*
Monthly Fee	RM50.00			RM50.00
Annual Fee (waive if sales above RM240K per year)	RM500.00			RM500.00
Transaction Fee: -
MDR - Debit/ Credit Card payment		2.50	%		1.80	%
MDR - Alipay		2.50	%		2.50	%
MDR - Touch N Go E-wallet, Boost, Grabpay		1.50	%		1.50	%
Maybank QR Pay		1.50% or min. RM1.20 whichever is higher			1.50% or min. RM1.20 whichever is higher
FPX		RM1.20			RM1.20

Note:

* Packages may differ from time to time at the sole discretion of VE Services.

B. PAYBATS’ Commission:

1) Share of Monthly Fee	RM25.00 /Account / Month (until the termination of the signup merchant)
2) Transaction fee
		Normal Package		Premium Package
Debit/ Credit Card payment		0.525	%	0.175	%
Alipay		0.35	%	0.35	%
Touch N Go E-wallet, Boost, Grabpay		0.15	%	0.15	%
Maybank QR Pay		RM0.10		RM0.10
FPX		RM0.10		RM0.10

VE Services SDN. BHD. (Company No. 538199-W)

VO2-08-12, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Malaysia.

Tel: +603- 2781 9066 Website: www.ves.com.my

EX-10.7

Exhibit 10.7

Dated the day of 20 April, 2022

********************************************************

TENANCY AGREEMENT

********************************************************

BETWEEN

BERJAYA STEEL WORKS SDN BHD

[Company Registration No. 198401013663 (126211-D)]

(“The Landlord”)

AND

STARBOX REBATES SDN. BHD.

[Company Registration No. 201901026225 (1335554-V)]

(“The Tenant”)

THE LANDLORD’S SOLICITORS

ELIZABETH TEH & CO.

Advocates & Solicitors

A-7-8, Block A, Gembira Park,
Jalan Riang, Happy Garden,
Off Jalan Kuchai Lama,

58200 Kuala Lumpur.

Tel: 012-687 2831

Email: etc0210@gmail.com

[Ref: 7326/22/TA/SRSB/ETC(05)]

TENANCY AGREEMENT

AN AGREEMENT is made this day of ,2022

BETWEEN

BERJAYA STEEL WORKS SDN BHD [Company Registration No. 198401013663 (126211-D)], a company incorporated in Malaysia under the Companies Act, 1965 and having its business address at 191-5, 5th Floor, Wisma CKE, Jalan Lancang, Off Jalan Cheras, 56100 Kuala Lumpur (hereinafter referred to as the “Landlord”) of the one part;

AND

The party whose name and particulars are set out in Section 1 of Schedule A hereto (hereinafter referred to as the “Tenant”).

NOW IT IS HEREBY AGREED AS FOLLOWS:-

1.	DEFINITIONS AND INTERPRETATIONS
1.1	Definitions
1.1.1	In this Agreement, where the context so admits and unless it is otherwise expressly provided, the following words and expressions shall have the following meanings:-

“Appropriate Authorities”	means any federal, state or local government, semi or quasi-governmental or other statutory or authorities departments, agencies or regulatory bodies or having jurisdiction from time to time and at any time over a relevant matter;
“Month”	means a month in the Gregorian calendar commencing from the first day of such month and expiring on the last day of that month;
“Building”	means all parcels and common facilities at Phase 1A Shop Office including common property of Sunway Velocity development;
“Business Commencement Date”	means the date on which the Tenant shall commence its business at the Demised Premises as set out in Section 4(c) of Schedule A hereto;
“Commencement Date”	means the commencement date of the Tenancy as set out in Section 4(a) of Schedule A hereto;
“Common Property”	means:

(i)	corridors, passages, stairways, landings, fire escapes, exits, lobbies, toilets, courtyards and other parts of the Building and Land excluding the Demised Premises and other parcels or parts of the Building and/or the Land rented, leased, or used by or reserved for use, rent or lease by the Landlord;
(ii)	foundations, columns, beams support, outer walls and roof of the Building;
(iii)	central and appurtenant installations for services such as power, light, cold water (if any), public address and sound system (if any) fire sprinkler system and air-conditioning (if any) provided to the Building;

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(iv)	lifts, water closets, tanks, pumps motors, fans, compressors, fixtures, fittings, pipes, ducts and installations now or hereafter with other tenants or occupants of the Building or public;
(v)	so much of the Land as is not comprised in the Building or in any parcel therein and includes car parks, common walk ways internal roads/driveways, footpaths, pedestrian pathways, landscaped areas, drains, sewers, culverts, sumps, pipes, wires, cables, ducts, lightings and all other fixtures and fittings, structures and installations which are capable of being used or enjoyed by the Tenant in common with other tenants and/or occupants of the Building and/or other persons entitled to the use thereof; and
(vi)	such other areas of the Building and/or Land which the Landlord may designate from time to time as common property;

“Default Rate”	means the rate of interest being ten per centum (10%) per annum calculated on a daily basis;
“Demised Premises”	means all that piece and parcel of premises in the Building as described in Section 2 of Schedule A hereto;
“Deposits”	means the Security Deposit, the Utilities Deposit, Service Charge Deposit and Fit-Out Deposit;
“Fit-Out Guide”	means the manual to be obtained by the Tenant from the Landlord or Management Company for the purpose of Fitting Out Works which contains the guidelines and regulations, including any additional payments to the Landlord or the Building Management Company to be strictly complied with by the Tenant;
“Fit-Out Works”	means the necessary renovations, installation, fittings out works to be carried out by the Tenant at its own cost and expenses in the Demised Premises in accordance with the terms and conditions of the Fit-Out Guide supplied by the Landlord or the Building Management Company to the Tenant;
“Fixtures and Fittings”	means the fixtures and fittings set out in Schedule B hereto;
“SST”	means goods and service tax payable at the prescribed rate by the Tenant to the Landlord under the provisions of the Sales Tax Act 2018 and Services Tax Act, 2018;
“Land”	means all that piece and parcel of land comprised in the title upon which the Building is erected;
“Landlord”	means BERJAYA STEEL WORKS SDN BHD [Company Registration No. 198401013663 (126211-D)], a company incorporated in Malaysia under the Companies Act, 1965 and having its business address at 191-5, 5th Floor, Wisma CKE, Jalan Lancang, Off Jalan Cheras, 56100 Kuala Lumpur;
“Layout and Floor Plan”	means the plan of the Demised Premises and the layout of that floor of the Building where the Demised Premises is located as set out in Schedule E hereto;
“Building Management Company”	means any person or body corporate (whether related to the developer or otherwise) duly appointed by the developer to carry out the duties and functions of the developer in relation to the management and maintenance of the Common Property, Phase 1A Shop Office Common Facilities and such other services and facilities serving the development of Sunway Velocity and where the context permits shall include its servant and authorized agents.;

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“Rental” or “Rent”	means the rent specified in Section 5(a) of Schedule A hereto payable at the time set out in Section 5(b) of Schedule A hereto;
“Security Deposit”	means the sum specified in Section 6(a) of Schedule A hereto to be paid to the Landlord;
“Services”	means the maintenance and upkeep of the Common Property;
“Service Charge”	means the sum specified in Section 7(a) of Schedule A hereto or such other rate or sum which may be stipulated from time to time by the Developer or the Building Management Company;
“Service Charge Deposit”	means the sum specified in Section 6(c) of Schedule A hereto to be paid to the Landlord or Building Management Company;
“Fit-Out Deposit”	means the sum specified in Section 8 (a) of Schedule A hereto to be paid to the Building Management Company;
“Possession”	means possession of the Demised Premises for the purpose of fitting out which shall be delivered in the manner as provided under Clause 4.2 hereof
“Tenant”	means the party whose name and particulars are set out in Section 1 of Schedule A hereto;
“Term”	means the term of the tenancy as set out in Section 3 of Schedule A hereto;
“Utilities Deposit”	means the sum stipulated in in Section 6(b) of Schedule A hereto to be paid to the Landlord.

1.2	Interpretation
1.2.1	In this Agreement unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided :-

1.2.1.1	words importing the singular include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter gender and vice versa;
1.2.1.2	a period of days from the happening of any event or the doing of any act or thing shall be deemed to be inclusive of the day on which the event happens or the act or things is done and if the commencement day or last day of the period is not a Business Day the period shall exclude such non-Business Day;
1.2.1.3	the expression “Ringgit Malaysia” and the abbreviation “RM” shall mean the lawful currency of Malaysia;
1.2.1.4	any payment of any monies due from the Tenant under this Agreement shall be made by local bankers’ cheque or bank draft or cheque or bank transfer or cash. Where payment is made by the banker’s cheque or bank draft it shall be deemed to have been made on the day the Landlord receives the bankers cheque or bank draft and where the payment is made by cheque such payment shall be deemed to be made on the third (3rd) Business Day from the date or receipt of the cheque by the Landlord SUBJECT always to clearance for payment thereof;
1.2.1.5	the headings and sub-headings in this Agreement are inserted for convenience and ease of reference only and shall not in any way define, limit, construe or describe the scope of intent of the terms, conditions and clauses of this Agreement nor shall it in any way affect the construction and interpretation of the provisions of this Agreement;

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1.2.1.6	any reference to statutes, ordinances or regulations shall include any statutes, ordinances or regulations and all subordinate or other legislation whether amending, consolidating or replacing the same or otherwise;
1.2.1.7	where in this Agreement, the doing or executing of any act, matter or thing by the Tenant is dependent or conditional upon the consent or approval or permission of the Landlord, such consent or approval or permission shall be in writing and may be given or withheld by the Landlord at its absolute discretion;
1.2.1.8	any covenant by the Tenant not to do an act or thing shall be deemed to include an obligation not to permit or suffer such act or thing to be done by any servant, agent, employee, contractor, invitee or any other person claiming through or under the Tenant;
1.2.1.9	no contra proferentum rule shall apply to the disadvantage of the party preparing this Agreement of any part thereof;
1.2.1.10	the schedules annexures and appendices hereto shall be read and construed as at integral part of this Agreement.

2.	GRANT OF TENANCY
2.1	Grant of Tenancy

2.1.1	The Landlord agrees to let and the Tenant agrees to take on let the Demised Premises described in Section 2 of Schedule A hereto together with the Fixtures and Fittings (if any) set out in Schedule B hereto for the Term set out in Section 3 of Schedule A hereto commencing from the Commencement Date set out in Section 4(a) of Schedule A hereto and expiring on the date set out in Section 4(b) at the Rent set out in Section 5(a) of Schedule A hereto payable in advance at the time set out in Section 5(b) of Schedule A hereto.
2.2	“As is where is” Basis
2.2.1	The Tenant hereby declares that the Tenant has inspected the Demised Premises, the Layout and Floor Plan, the boundaries of the Demised Premises marked by the Landlord and its specifications and is satisfied with the existing state ad condition of the Demised Premises and agrees to take the tenancy of the Demised Premises on an “as is where is” basis and upon the terms and conditions set out in this Agreement.
2.3	Common Property
2.3.1	The Tenant acknowledges that the Common Property does not form part of the Demised Premises and the Tenant’s use and enjoyment of the Common Property shall be in common with other persons and any such use by the Tenant shall be subject to such conditions imposed by the Developer and/or the Building Management Company. For the avoidance of doubt the Developer and/or the Building Management Company shall be entitled at any time and from time to time to exclude or suspend any part of the Common Property for use by the Tenant and the Developer and/or the Building Management Company may use any part of the Common Property for such purpose and in such manner as the Developer and/or the Building Management Company deems fit whether or not to the exclusion of the Tenant.
2.3.2	The term “Common Property” under this Agreement shall not have the same meaning described to “common property” under the Strata Titles Act, 1985.
2.4	Measurement of Demised Premises and Layout and Floor Plan
2.4.1	The Tenant declares and agrees that :

2.4.1.1	the measurements and boundaries of the Demised Premises are believed to be correct;
2.4.1.2	the Tenant has been offered the opportunity by the Landlord to verify the measurements and boundaries of the Demised Premises;
2.4.1.3	the Tenant accepts the measurement and boundaries of the Demised Premises as correct and agrees to the Rent as set out in Section 5(a) of Schedule A hereto;
2.4.1.4	the layout of the floor in which the Demised Premises is situate or the layout of other floors of the said Building may be changed at the absolute discretion of the Landlord at any time and from time to time;
2.4.1.5	any error or misstatement as to the description of the area of the Demised Premises or any changes to the Layout and Floor Plan shall not be given the Tenant on entitlement to any reduction of the Rent nor shall such error or misstatement or changes to the Layout and Floor Plan made at any time and from time to time annul the tenancy granted herein or entitle the Tenant to terminate this Agreement.

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2.5	Failure to Occupy
2.5.1	In the event the Tenant shall fail to commence business at the Demised Premises on the Business Commencement Date set out in Section 4(c) of Schedule A hereto or any extension of time as may be allowed by the Landlord in writing, the Landlord shall be entitled to terminate this Agreement at any time thereafter by not less than Seven (7) days’ notice in writing whereupon :

2.5.1.1	the Deposits shall be forfeited absolutely to the Landlord without prejudice to the Landlord’s rights to claim further damages incurred by the Landlord; and
2.5.1.2	the Landlord shall be entitled and be at liberty without reference to the Tenant to deal with, let, demise, lease or dispose the Demised Premises at the Landlord in its absolute discretion deems fit;
2.5.1.3	the Landlord shall be entitled and authorized at the costs of the Tenant to :

2.5.1.3.1	dismantle, demolished, remove and dispose the Fit-Out Works as garbage; and
2.5.1.3.2	reinstate the Demised Premises to its original state and condition; and
2.5.1.3.3	remove all goods, possessions, objects, articles, equipment, machineries and other effects found or located or stored in the Demised Premises (hereinafter referred to as the “Tenant’s Items”) and store the Tenant’s Items at any place or warehouse as the Landlord deems fit at the cost and expenses of the Tenant and if at the expiry of Thirty (30) days from the date of notice by the Landlord to the Tenant to remove or collect the Tenant’s Items, the Tenant fails, refuses and/or neglects to collect the Tenant’s Items and pay for the costs and expenses incurred by the Landlord in dismantling, demolishing, removing and disposing the Fit-Out Works, reinstating the Demised Premises to its original state and condition and storage of the Tenant’s Items the Landlord shall be at liberty to sell and/or auction off the Tenant’s Items and use the proceeds thereof to pay for the costs and expenses of storage and disposal/sale/auction and all sums owing by the Tenant to the Landlord including damages payable by the Tenant to the Landlord and the balance thereof (if any) shall be paid to the Tenant free of interest;

2.5.1.3.4 the Tenant agrees that the Tenant’s Items may be sold by the Landlord at such price as it deems fit and the Tenant hereby irrevocably declares that it shall be bound by the sale price and shall not on any account whatsoever challenge the sale price on the ground that it does not represent a fair and adequate market value or that the Landlord has no authority to sell the Tenant’s items.

2.5.2	Nothing herein shall impose any obligation on the Landlord to carry out all or any of the acts set out in Clause 2.5.1.3 hereof and if the Landlord in its absolute discretion decides not to dismantle, demolish, remove or dispose the Fit-Out Works, the Landlord shall not be required to pay to the Tenant any sum, whether as compensation or reimbursement or otherwise, for the Fit-Out Works and upon termination of this Agreement pursuant to Clause 2.5.1 hereof the Fit-Out Works shall be deemed to belong to the Landlord absolutely.
3.	SECURITY DEPOSIT/UTILITIES DEPOSIT/SERVICE CHARGE DEPOSIT
3.1	Security Deposit
3.1.1	Upon execution of this Agreement and prior to occupation of the Demised Premises the Tenant shall pay to the Landlord the Security Deposit of the amount set out in Section 6(a) of Schedule A hereto as security for the due and punctual observance and performance of the Tenant’s obligations under this Agreement which Security Deposit may be increased at any time and from time to time at the absolute discretion of the Landlord.
3.1.2	The Security Deposit shall be maintained in the amount stipulated in Section 6(a) of Schedule A or such increased amount as may be stipulated by the Landlord at any time and from time to time and the Tenant shall not be entitled to treat the Security Deposits as Rent or set-off the Security Deposit against any Rent or arrears of Rent or other payments due or payable to the Landlord by the Tenant.

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3.2	Appropriation of Security Deposit
3.2.1	If the Tenant fails to punctually observe and/or perform its obligations under this Agreement and/or the Tenant is in breach and/or default of any provisions of this Agreement the Landlord may in its absolute discretion apply/appropriate so much of the Security Deposit as it thinks fit to make good and/or to compensate it for loss or damage sustained or suffered by the Landlord due to or arising from such breach. Any appropriation by the Landlord shall not be deemed to be a waiver of the Landlord’s claim for any outstanding monies owing by the Tenant to the Landlord and/or other remedies or rights conferred upon the Landlord in law or in equity or under this Agreement in respect of the Tenant’s breach and/or default and shall not in any way prejudice any other remedies and/or rights of the Landlord arising from such breach and/or default by the Tenant.
3.3	Maintenance and Reinstatement of Security Deposit
3.3.1	If the Security Deposit or any part thereof is appropriated by the Landlord the Tenant shall within seven (7) days of demand by the Landlord reinstate the Security Deposit by paying the Landlord the amount so appropriated by the Landlord.
3.3.2	It shall be deemed a material breach of the terms of this Agreement in the event of a breach of Clause 3.3.1 hereof.
3.4	Utilities Deposit
3.4.1	Upon execution of this Agreement and prior to occupation of the Demised Premises the Tenant shall pay to the Landlord the Utilities Deposit of the amount set out in Section 6(b) of Schedule A hereto as security for the due and punctual settlement of bills and invoices for electricity supply, telephone, water, conservancy, sewerage (including Indah Water payments) and other public utilities (if any),which Utilities Deposit may be increased at any time and from time to time at the discretion of the Landlord.
3.4.2	The Utilities Deposit shall be maintained in the amount stipulated in Section 6(b) of Schedule A or such increased amount as may be stipulated by the Landlord at any time and from time to time and the Tenant shall not be entitled to treat the Utilities Deposit as payment of utilities bills or invoices or set-off the Utilities Deposit against any bills or invoices for utilities or other payments due or payable to the Landlord by the Tenant.
3.5	Appropriation of Utilities Deposit
3.5.1	If the Tenant fails to punctually observe and/or perform its obligations under this Agreement and/or the Tenant is in breach and/or default of any provisions of this Agreement and/or the Tenant fails to settle any bills with regard to electricity supply, telephone, water, conservancy, sewerage (including Indah Water payments) and other public utilities (if any) and/or Service Charges the Landlord may in its absolute discretion apply/appropriate so much of the Utilities Deposit as it thinks fit to settle the same. Any appropriation by the Landlord shall not be deemed to be waiver of the Landlord’s claim for any outstanding monies owing by the Tenant to the Landlord and/or other remedies or rights conferred upon the Landlord in law or in equity or under this Agreement in respect of the Tenant’s breach and/or default and shall not in any way prejudice any other remedies and/or rights of the Landlord arising from such breach and/or default by the Tenant.
3.6	Maintenance and Reinstatement of Security Deposit
3.6.1	If the Utilities Deposit or any part thereof is appropriated by the Landlord the Tenant shall within seven (7) days of demands by the Landlord reinstate the Utilities Deposit by paying the Landlord the amount so appropriated by the Landlord.
3.6.2	It shall be deemed a material breach of the terms of this Agreement in the event of a breach of Clause 3.6.1 hereof.
3.7	Service Charge Deposit (if applicable)
3.7.1	Upon execution of this Agreement and prior to occupation of the Demised Premises the Tenant shall pay to the Landlord the Service Charge Deposit of the amount set out in Section 6(c) of Schedule A hereto, if applicable, as security for the due and punctual payment of Service Charge, which Service Charge Deposit may be increased at any time and from time to time at the discretion of the Landlord in the event the Service Charge has been increased by the Developer and/or the Building Management Company on the Landlord.
3.7.2	The Service Charge Deposit, if applicable, shall be maintained in the amount stipulated in Section 6(c) of Schedule A or such increased amount as may be stipulated by the Landlord at any time and from time to time and the Tenant shall not be entitled to treat the Service Charge Deposit as payment of Service Charge or set-off the Service Charge Deposit against the Service Charge or arrears of Service Charge or payments due or payable to the Landlord by the Tenant.

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3.8

Appropriation of Service Charge Deposit

3.8.1

If the Tenant fails to punctually observe and/or perform its obligations under this Agreement and/or the Tenant is in breach and/or default of any provisions of this Agreement and/or the Tenant fails to settle Service Charge, if applicable, and/or any bills or invoices with regard to electricity supply, telephone, water, conservancy, sewerage (including Indah Water payments) and other public utilities (if any) the Landlord may in its absolute discretion apply/appropriate so much of the Service Charge Deposit, if applicable, as it thinks fit to settle the same. Any appropriation by the Landlord shall not be deemed to be a waiver of the Landlord’s claim for any outstanding monies owing by the Tenant to the Landlord and/or other remedies or rights conferred upon the Landlord in law or in equity or under this Agreement in respect of the Tenant’s breach and/or default and shall not in any way prejudice any other remedies and/or rights of the Landlord arising from such breach and/or default by the Tenant.

3.9	Maintenance and Reinstatement of Service Charge Deposit
3.9.1	If the Service Charge Deposit or any part thereof is appropriated by the Landlord the Tenant shall within seven (7) days of demand by the Landlord reinstate the Service Charge Deposit by paying the Landlord the amount so appropriated by the Landlord.
3.9.2	It shall be deemed a material breach of the terms of this Agreement in the event of a breach of Clause 3.9.1 hereof.
3.10	Interchangeability of Deposits
3.10.1	The Security Deposit and the Utilities Deposit and the Service Deposit (if applicable) may be utilized or appropriated or forfeited interchangeably by the Landlord at the Landlord’s discretion against any and all moneys due from the Tenant to the Landlord under this Agreement and/or outstanding payments due to the utilities company.
3.10.2	The Tenant shall not have any of the rights and/or power conferred on the Landlord pursuant to Clause 3.10.1 hereof.
3.11	Assignment of Deposits
3.11.1	The Tenant shall not be entitled and is absolutely prohibited from assigning, charging, pledging or in any way encumbering the Deposits.
3.11.2	The Landlord shall be entitled to assign or transfer the Deposits in whole or in part to any person body company or financial institution whether as security or otherwise.
3.12	Forfeiture of Deposits
3.12.1	Notwithstanding any provisions to the contrary in the event the Tenant is in breach and/or in default and/or fails to observe or comply with any terms and conditions of this Agreement the Landlord shall be entitled to forfeit the Deposits in addition to any other rights or remedy under this Agreement or available to the Landlord in law or in equity to recover all outstanding Rent, service charges, outstanding utilities bills/invoices, damages and other sums due or owing by Tenant to the Landlord under this Agreement.
3.13	Refund of Deposits
3.13.1	Upon the expiry of this Agreement and PROVIDED that the Tenant is not in breach of this Agreement or indebted or otherwise liable to the Landlord for non-observance or non-performance of any of the Tenant’s obligations under this Agreement and SUBJECT to the Tenant redelivering vacant possession of the Demised Premises to the Landlord in good and tenantable repair and in accordance with Clause 10.5.1.2 hereof and delivering the receipts evidencing settlement of electricity, water and sewerage (Indah Water) payments/invoices up to the day of delivery of vacant possession of the Demised Premises to the Landlord in the manner set out in this Agreement, the Deposits shall be refunded free of interest to the Tenant within fourteen (14) days of compliance of the above.

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4.	RENT
4.1	Payment of Rent
4.1.1	The Tenant shall during the term of this tenancy, whether formally demanded or not, promptly and punctually pay to the Landlord the Landlord the Rent set out in Section 5(a) of Schedule A hereto monthly in advance at the time and in the manner set out in Section 5(b) of Schedule A hereto free of all deductions except that the first of such Rent shall be paid upon execution of this Agreement and if the Commencement Date does not fall on the first day of a calendar month, then the first of such payment payable by the Tenant to the Landlord upon execution of this Agreement shall be the aggregate of the rent payable for :

4.1.1.1	the period computed from the Commencement Date until the end of that calendar month, pro- rated accordingly to the Rent; and
4.1.1.2	the full Rent payable for the following calendar month.

4.1.2	In the event the Tenant shall fail to pay the Rent within the time stipulated in Section 5(b) of Schedule A hereto the Tenant shall be additionally liable to pay to the Landlord interest at the rate of ten per centum (10%) per annum on the amount of Rent outstanding without prejudice to any other rights or remedy which the Landlord may have against the Tenant under this Agreement.
4.2	Rent Free Period
4.2.1	Before the Commencement Date and subject to the execution of this Agreement, the Landlord shall permit and grant the Tenant a licence enter into the Demised Premises to attend to the preliminary renovation works (hereinafter referred to as “Possession”). No Rent is payable by the Tenant to the Landlord during this period of time.
4.2.2	Notwithstanding to the POSSESSION of the Demised Premises shall be delivered by the Landlord to the Tenant from the period as set out in Section 8(c) of Schedule A SUBJECT ALWAYS to the following:-

4.2.2.1	prior execution of this Agreement;
4.2.2.2	Landlord or Building Management Company’s approval of the Tenant’s fitting out plans, which such approval shall not be unreasonably withheld; and
4.2.2.3	settlement of the Rent for the first (1st) month of the Term, the Security Deposit, the Utilities Deposit and the Fit-Out Deposit.

4.2.3	The Landlord hereby agrees to grant the Tenant during the Fit-Out Period as set out in Section 8(d) of Schedule A, rent free for fit out purposes which shall be commence from the date for Commencement of Fit- Out Works as set out in Section 8(c) of Schedule A of the Demised Premises by the Tenant.
4.2.4	The Fit-Out Deposit as set out in Section 8(a) of Schedule A shall be refunded by the Building Management Company to the Tenant upon completion of the renovation works PROVIDED ALWAYS THAT the renovation works have been approved by the Landlord or the Building Management Company (such approval shall not be unreasonably withheld) and SUBJECT ALWAYS to the rights of the Building Management Company to deduct any part of the Fit-Out Deposit to cover any expenses incurred by the Landlord to rectify any damage to the Building caused by the renovation works.
4.2.5	The Tenant shall comply with all the relevant rules and regulations of the Building Management Company in the carrying out of the fitting-out works.
4.3	Increase of Rent
4.3.1	In the event the quit rent or assessment or property taxes or rates or other imposition of a like nature by whatever name called payable to the Appropriate Authorities in respect of the Demised Premises or the Building or the Land is/are increased at any time during the term of the tenancy the Landlord shall have the absolute right to increase the Rent or require the Tenant to pay for such increase in municipal or other rates, assessments or property tax or other imposition of a like nature by whatever name called over and above the amount levied and/or imposed at the commencement of the Term as may be apportioned (if necessary) by the Landlord.
4.4	Sales and Service Tax (SST)
4.4.1	Where SST or any tax of a similar nature is required to be paid by the Landlord to the Appropriate Authorities in respect of any sums payable by the Tenant to the Landlord or the Managing Agent such amount of SST or other tax at the prescribed rate shall be borne by the Tenant and shall be paid in advance together with the Rent and other sums payable by the Tenant to the Landlord provided that a tax invoice shall be issued to the Tenant.

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5.	SERVICE CHARGES (IF APPLICABLE)
5.1	Payment of Service Charge
5.1.1	During the terms of this tenancy and in addition to the Rent, the Tenant shall pay to the Developer and/or Building Management Company monthly in advance the Service Charge, if applicable as set out in Section 7(a) of Schedule A hereto, if applicable, at the time and in the manner ser out in Section 7(b) of Schedule A hereto free of all deductions except that the first of such Service Charge shall be paid upon execution of this Agreement and if the Commencement Date does not fall on the first day of a calendar month, then the first of such payment payable by the Tenant to the Developer and/or Building Management Company upon execution of this Agreement shall be the aggregate of the Service Charge payable for:

5.1.1.1	the period computed from the Commencement Date until the end of that calendar month, pro- rated accordingly to the monthly Service Charge; and
5.1.1.2	the full Service Charge payable for the following calendar month.

5.1.2	In the event the Tenant shall fail to pay the Service Charge, if applicable, within the time stipulated in Section 7(b) of Schedule A hereto the Tenant shall be additionally liable to pay to the Landlord interest at the rate of ten per centum (10%) per annum on the amount of Service Charge outstanding without prejudice to any other rights or remedy which the Landlord may have against the Tenant under this Agreement;
5.2	Increase in Service Charge
5.2.1	The Landlord and/or the Building Management Company shall be entitled in its absolute discretion to increase the Service Charge, if applicable, at any time and from time to time by giving notice in writing to the Tenant and the increased Service Charge shall be payable as from the date specified in the notice.
5.3	Building Management Company
5.3.1	The Developer and/or Building Management Company may in its absolute discretion at any time and from time to time appoint any person, body or corporation or any party to carry out any of the services and maintenance of the Common Property.

The Developer and/or the Building Management Company shall be entitled at any time and from time to time to impose any rules and regulations for the use of the Demised Premises, the Building, the Common Property, the Land or the facilities and the Tenant shall comply with such rules and regulations in default of which it shall be deemed to be breach of this Agreement entitling the Landlord to terminate this Agreement.

5.3.2	It shall be the obligation of the Tenant to check with the Developer and/or the Building Management Company on the latest rules and regulations in force in respect of the use of the Demised Premises, the Building, the Common Property and the Land.
5.4	Payment for Utilities
5.4.1	The Tenant shall promptly and punctually pay for the water, electricity, sewerage (Indah Water) and telephone bills (hereinafter referred to as “All the Utilities”) as and when the same falls due, such payment(s) shall be made within seven (7) days of receipt of the invoice/billing issued by the Landlord to the Tenant.
5.4.2	The Tenant shall be responsible for the payment of all the utilities charges for the Demised Premised with effect from the date of Commencement of the Fit-Out Works.
5.4.3	The Tenant acknowledges that :

5.4.3.1	the water, electricity supply is/are issued by the utilities companies/bodies to the Landlord under a bulk meter; and
5.4.3.2	the Tenant would have to bear a proportion amount of water and electricity supply to the Demised Premises and Indah Water charges.

5.4.4 The Tenant shall maintain and keep secure at all times the meters, switches and other fittings relating to the supply and use of the utilities aforesaid by the Tenant and the Tenant shall wholly responsible for any damage caused therefor and shall fully indemnify the Landlord against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof.

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5.4.5	If applicable and in the event the Tenant shall require gas for the carrying out of its business, the Tenant shall enter into separate agreement directly with the supplier licensed by the Appropriate Authority
5.5	No liability for non-supply or interruption of Utilities
5.5.1	The Landlord shall not be held liable to the Tenant for failure to provide and/or any interruption to the supply of water, electricity, gas (if any), sewerage and other services to the Demised Premises or the Building or any part thereof, as the case may be for any reason whatsoever other than due to the Landlord’s failure to settle the bulk meter bills.
6.	FITTING OUT
6.1	Fit-Out Deposit
6.1.1	Simultaneously with the execution of this Agreement the Tenant shall pay to the Building Management Company :

6.1.1.1	The Fit-Out Deposit of the amount as stipulated in Section 8(a) of Schedule A hereto as security for the due observance and performance of the Tenant’s covenants set out herein; and
6.1.1.2	the bills/invoices for water, electricity and Indah Water charges.

6.2 Fit-Out Works

Preliminary

6.2.1 Prior to the carrying out of the Fit-Out Works the Tenant shall forward the following to the Landlord or the Landlord’s authorized representative including the Landlord’s architects, engineers, consultants and designers appointed by the Landlord or the Building Management Company for approval:

6.2.1.1	detailed plans and specifications for the proposed Fit-Out Works to the Demised Premises including a detailed internal layout plan, structural plan, mechanical and electrical engineering plan and interior and exterior design plan complete with building specifications of the Fit-Out Works showing the floors, walls and ceiling decoration, shop sign and shop front. Where the Fit- Out Works requires approval from the Appropriate Authorities the plans drawings and specifications must first be approved by the Landlord prior to the submission to the Appropriate Authorities for approval. For the avoidance of doubt it shall be the obligation of the Tenant to ensure that the Fit-Out Works are safe and comply with all statutory requirements, policies and guidelines and the Landlord’s approval is solely for the Landlord to satisfied itself that the design layout and specifications is/are appropriate and acceptable to the Landlord having regard to the concept and image of the Building;
6.2.1.2	the proposed work schedule from commencement to completion of the Fit-Out Works;
6.2.1.3	the particulars of the Tenant’s contractors, servants, employees and agents carrying out or overseeing the Fit-Out Works;
6.2.1.4	the name, particulars and contact of the person in charge of the Fit-Out Works;
6.2.1.5	a copy of the Public Liability insurance of such insured amount as may be required by the Landlord and Workman Compensation insurance and the receipts of payment of premium;
6.2.1.6	such other information or documents required by the Landlord or the Managing Agent from time to time.

6.2.2

If the Tenant shall require electricity supply in excess of the Landlord’s existing supply arrangement the Tenant shall obtain the prior written consent of the Landlord and any costs and expenses incurred in the Landlord accommodating the Tenant’s request for such additional electricity supply including any payments to Tenaga Nasional Berhad and all costs and expenses for such alteration or installation shall be borne by the Tenant. The Tenant shall be liable for any damages or loss suffered by the Landlord arising from such alteration or installation aforesaid.

6.2.3

The Tenant shall be responsible for all costs and expenses incurred for the Fit-Out Works and where the Landlord is required to sign and/or submit to the Appropriate Authorities any application forms drawings plans or other documents as proprietor of the Land/Building all costs and expenses incurred by the Landlord including all fees payable to the Appropriate Authorities and the Landlord’s consultants shall be borne by the Tenant.

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6.2.4

Any amendments to be the Fit-Out Works required by the Appropriate Authorities must be re-submit to the Landlord for approval;

6.2.5

The Tenant shall commence and carry out the Fit-Out Works not later than the time stipulated in Section 8 (c) of Schedule A hereto or such extension of time as the Landlord may grant in writing and in the event the Tenant shall fail or is unable to commence the Fit-Out Works within the stipulated time or such extension of time granted by Landlord in writing for any reason whatsoever including the failure to obtain the requisite approval(s) from the Appropriate Authorities the Landlord shall be entitled to terminate this Agreement whereupon the provisions of Clause 6.3.2 hereof shall apply.

Carrying out Fit-Out Works

6.2.6	Until the Fit-Out Works are completed, the Tenant shall ensure that the Demised Premises shall be hoarded and shield off from the view of public by decorative panels approved by the Landlord and all costs and expenses incurred therewith shall be borne by the Tenant absolutely.
6.2.7	In carrying out the Fit-Out Works the Tenant shall observe and comply with the following:

6.2.7.1	comply with all rules, guidelines and directives as may be specified from time to time by the Landlord and/or the Building Management Company;
6.2.7.2	carry out the Fit-Out Works in a good and professional manner and in compliance with all laws and regulations and within the time allowed by the Landlord or the Building Management Company for carrying out the Fit-Out Works;
6.2.7.3	ensure its contractors and sub-contractors comply with the instructions and directives of the Landlord and/or the Building Management Company;
6.2.7.4	ensure that the Fit-Out Works are done safely and would not pose any danger to the Tenant’s workers or contractors or other tenants and their invitees;
6.2.7.5	ensure that all partitions, installation, designs, decorations, signs and other works are within the boundaries of the Demised Premises and does not encroach onto the adjoining parcel or space or Common Property;
6.2.7.6	construct and complete the Fit-Out Works in accordance with the plans drawings and specifications as approved by the Landlord and the Appropriate Authorities (if applicable) and ensure that the Fit-Out Works when completed would be fit and safe for occupation;
6.2.7.7	use only non-combustible and non-carcinogenic material and on harmful materials for the Fit-Out Works;
6.2.7.8	at all times to keep the Demised Premises, the Building, Common Property, staircase, landing, passageway, corridors and lift clean and tidy and not store or place any materials anywhere outside the Demised Premises;
6.2.7.9	remove all waste, debris and unwanted building materials to the central refuse collection point identified by the Landlord in default of which the Landlord or the Building Management Company shall be entitled (but not obliged) to carry the same to the central refuse point and the costs shall be borne by the Tenant;
6.2.7.10	not to maim, penetrate, puncture, disturb, damage or do any act or thing which would affect or likely to affect the structure or column or pillars or beam of the Building or the Demised Premises or Common Property or do any act or thing which would or might damage any adjoining or neighboring building(s);
6.2.7.11	not to carry out or permit or suffer any illegal and/or unlawful acts from taking place in the Demised Premises or the Building or Common Property;
6.2.7.12	not to employ or engage whether on full time or part time any non-citizens without the appropriate immigration entry papers and working permit/pass/visa;
6.2.7.13	not to cause any inconvenience, nuisance or damage of any kind to any tenant, lessee or owner of any adjoining or neighbouring property(ies) or their invitees;
6.2.7.14	not to make excessive noise in carrying out the Fit-Out Works and if such noise is inevitable the Tenant shall stop or cause to be stopped the Fit-Out Works until such time as is appropriate for the Fit-Out Works to resume;

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6.2.7.15	not to carry out the Fit-Out Works outside the permitted hours stipulated by the Landlord or the Building Management Company;
6.2.7.16	not to permit or suffer its contractors or sub-contractors or their workers to sleep or cook in the Demised Premises.

6.2.8 The Tenant shall :

6.2.8.1	bear all costs and expenses incurred in connection with any Fit-Out Works;
6.2.8.2	bear the costs and expenses incurred to repair and make good any damage caused to the Building, Common Property and the Land;
6.2.8.3	be solely responsible for the security of the Demised Premises and its construction materials, equipments and other materials and on no account whatsoever shall the Landlord and/or the Building Management Company be responsible or liable for the loss of any construction material, equipment and other materials;
6.2.8.4	bear all costs and expenses for the installation of any additional fire sprinklers and/or compliance with fire protection regulations. For the avoidance of doubt the Tenant shall bear all costs and expenses incurred in the relocation of any existing fire sprinklers or fire protection installations and any damage to such fire sprinklers or fire protection installations during the Fit-Out Works shall be borne by the Tenant;
6.2.8.5	be responsible for any injury or death caused to the Tenant’s contractors sub-contractors or their workers or other tenants or lessee and/or their invitees and any other persons present in the Building or in its vicinity whether authorized to enter or not.

Inspection

6.2.9	The Landlord and/or the Building Management Company shall after giving reasonable notice, whether by itself or together with its consultants, agents or duly authorized representatives be entitled to enter the Demised Premises at any time to inspect the Fit-Out Works and/or to ascertain the progress of the Fit-Out Works and/or to ascertain that the Fit-Out Works are executed in accordance with the plans approved by the Landlord and the Appropriate Authorities (if applicable) and in compliance with the terms of this Agreement.
6.2.10	Where it appears to the Landlord that the Fit-Out Works are not carried out in accordance with the terms of this Agreement and/or not in accordance with the approved Fit-Out Works plans or specification and/or not in accordance with the Appropriate Authority’s approval and/or has encroached onto the adjoining parcel/space and/or Common Property the Landlord shall be entitled to compel the Tenant to demolish or dismantle or to carry out works to rectify the works so as to be in compliance with the plans approved by the Landlord and the Appropriate Authorities (if applicable) at the sole cost and expense of the Tenant and ensure that all such works are within the boundary of the Demised Premises failing which the Landlord is entitled and authorized (but is not obliged) to carry out the above on behalf of the Tenant at the Tenant’s costs and expense.
6.2.11	If the Landlord considers it necessary or expedient due to any material default by the Tenant of the terms of this Agreement in respect of the Fit-Out Works and if a mutual agreement could not be reached between the Landlord and the Tenant the Landlord may be notice in writing to the Tenant withdraw or suspend the licence granted to the Tenant under this Agreement whereupon :

6.2.11.1	the Landlord and/or the Manager and/or Building Management Company shall be entitled to enter the Demised Premises at will;
6.2.11.2	in the event of suspension :

6.2.11.2.1	the Tenant’s right to enter the Demised Premises, the Building and the Common Property shall be suspended until the suspension is lifted by the Landlord and written notice given by the Landlord to the Tenant of the lifting of the suspension;
6.2.11.2.2	the Fit-Out Period shall be extended and where no Fit-Out Fee is charged or the Fit- Out Fee is less than the Rent a licence fee for the extended period shall then be charged at the same rate as the Rent;
6.2.11.2.3	the Landlord shall entitled to impose such conditions as the Landlord deems fit for the compliance by the Tenant before the suspension is lifted;
6.2.11.2.4	in the event the Tenant shall fail to comply with the conditions imposed by the Landlord within the time stipulated by the Landlord, the Landlord shall be entitled to withdraw the licence granted by the Landlord to the Tenant to carryout the Fit- Out Works whereupon the provisions of Clause 6.2.11.3 hereof shall apply.

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6.2.11.3 in the event of the withdrawal of the licence granted by the Landlord to the Tenant to carryout the Fit-Out Works this Agreement shall terminate whereupon :

6.2.11.3.1	the Tenant shall at its own cost and expense peaceably reinstate the Demised Premises to its original condition and hand over vacant possession of the Demised Premises to the Landlord;
6.2.11.3.2	the Tenant shall at its own cost and expense make good any damage caused to the Demised Premises or the Building or the Common Property or the Land;
6.2.11.3.3	remove all debris and construction materials and equipment from the Demised Premises and ensure that the Demised Premises, the Building, the Common Property and the Land is/are cleaned and cleared of all debris and construction materials of the Tenant or its contractors or sub-contractors;
6.2.11.3.4	the Tenant shall pay to the Landlord a licence fee less the Fit-Out Fee from the date of this Agreement until the termination of this Agreement and full compliance of Clause 6.2.11.3.1 to 6.2.11.3.4 hereof at the rate of the Rent .

Completion of Fit-Out Works

6.2.12	The Fit-Out Works shall be completed in accordance with the terms of this Agreement within the Fit-Out Period as set out in Section 8(d) of Schedule A hereto.
6.2.13	Upon completion of the Fit-Out Works :

6.2.13.1	the Tenant shall give written notice to the Landlord of such completion and the Landlord and/or the Manager shall be entitled (but is not obliged) to inspect the Demised Premises to verify the compliance of the terms of this Agreement by the Tenant; and
6.2.13.2	the Tenant shall ensure that the Demised Premises, the Building, the Common Property and the Land are cleaned and tidied and all waste, debris and unused building materials and other materials in the Demised Premises, the Building, the Common Property and the Land are removed and cleared.

6.2.14 Where the Landlord is satisfied that the Tenant has complied with all its obligations with respect to the Fit- Out Works and all sums payable to the Landlord has been paid in full, the Fit-Out Deposit shall be refunded free of interest to the Tenant SUBJECT to deduction of any sum or sums as may be necessary to make good any damage caused by the Tenant or its contractors or sub-contractors and any costs incurred by the Landlord or the Manager arising from a failure of the Tenant to comply with the terms of this Agreement and/or the rules, guidelines and directives imposed in respect of Fit-Out Works.

Indemnity

6.2.15

The Tenant shall indemnify and keep the Landlord fully indemnified and save harmless against all actions, claims, demands, losses, damage, cost and expenses which the Landlord and/or the Manager may become liable as a consequence of or connected with the execution of the Tenant’s Fit-Out Works and/or any acts, omission or negligence of the Tenant, its contractors, sub-contractors, agents, servants, employees, consultants and/or invitees during the Fit-Out Period or otherwise.

6.2.16

The Tenant hereby expressly agrees that any approval given by the Landlord for the Fit-Out Works, plans, drawings or specifications of the Fit-Out Works or any amendments thereto required by the Landlord shall not in any manner whatsoever release the Tenant of any liability to or its indemnity given to the Landlord and/or the Manager hereunder. In addition the Tenant further agrees that the Landlord shall not be held responsible or liable in any manner whatsoever for any personal injury, death, loss or damage to property or otherwise suffered by any person including the Tenant caused directly or indirectly:

6.2.16.1

by the execution of the Fit-Out Works; and/or

6.2.16.2

any approvals or consent given or any amendments or variations required by the Landlord in respect of any Fit-Out Works; and there shall not in any way or on any account whatsoever be imputed upon the Landlord any liability and it is hereby expressly agreed that it shall be the sole responsibility and obligation of the Tenant to ensure that the Fit-Out Works are and will be safe and will not cause any harm or bodily injury to any person or damage to any property.

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6.3	Licence
6.3.1	Subject to the Tenant having paid the Fit-Out Deposit and the Fit-Out Fee and the Deposits and the Service Charge, if applicable, and Rent in advance, the Landlord shall let the Tenant to take possession of the Demised Premises as a licensee of the Landlord for the Fit-Out Period for the purpose of completing the Fit- Out Works pending commencement of the tenancy hereby created.
6.3.2	In the event the Tenant :

6.3.2.1	fails, refuse and/or neglect to take delivery or accept delivery of the Demised Premises for the purpose of carrying out the Fit-Out Works within fourteen (14) days of the Landlord’s request to the Tenant to do so; or
6.3.2.2	fails, refuse and/or neglect to pay Deposits or the Service Charges or the advance Rent or the Fit- Out Deposit or the Fit-Out Fee as and when the same falls due; or
6.3.2.3	fails, refuse and/or neglect to commence the Fit-Out Works within fourteen (14) days from the commencement of the Fit-Out Period; or
6.3.2.4	fails, refuse and/or neglect to complete the Fit-Out Works on or before the expiry of the Fit-Out Period or any extended Fit-Out Period, as the case may be; or
6.3.2.5	fails, refuse and/or neglect to comply with the rules, guidelines and directives of the Landlord or the Building Management Company in respect of the Fit-Out Works;
6.3.2.6	fails, refuse and/or neglect to remedy any breach of the terms of this Agreement;
6.3.2.7	commits any of bankruptcy or a bankruptcy notice is served or deemed to have been served on the Tenant or, being a company, the Tenant enters into liquidation whether compulsory or otherwise or a receiver appointed in respect of any part of its assets or a court order or judgment or decree is obtained against the Tenant which remained unsatisfied at the expiry of twenty one (21) days of service on the Tenant or the Tenant makes an assignment for the benefit or its creditors or is unable to pay its debts or distress or execution proceedings is levied against the Tenant which is not satisfied or discharged by the Tenant within fourteen (14) days from the date of commencement of such distress or execution proceedings;

then upon happening of the above events the Landlord shall be entitled to terminate this Agreement by giving the Tenant not less than fourteen (14) days’ written notice whereupon :

6.3.2.8	the licence granted to the Tenant shall cease immediately;
6.3.2.9	the Tenant shall redeliver vacant possession of the Demised Premises in its original state and condition;
6.3.2.10	the Landlord shall be entitled to re-enter the Demised Premises;
6.3.2.11	the Deposits except the Fit-Out Deposits shall be forfeited by the Landlord in addition to any rights or remedy which the Landlord may have against the Tenant including but not limited to the right to claim for the Rent for the unexpired Term and other loss or damages suffered by the Landlord.

7.	COVENANTS BY TENANT
7.1	Covenants by Tenant
7.1.1	The Tenant hereby covenants with the Landlord as follows :

7.1.1.1 Payment of Deposits

To pay to the Landlord the Deposits and the licence fee as and when the same falls due;

7.1.1.2 Payment of Rent etc To pay to the Landlord the Rent, the Service Charge (if applicable) and the licence fee as and when the same falls due;

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7.1.1.3 Payment of Increase of deposits and charges

To pay to the Landlord any increase in the Deposits, the Rent, the Service Charge (if applicable);

7.1.1.4 Settlement of Outgoings

To promptly and punctually settle all water, electricity, sewerage, telephone and other outgoings bills/invoices in respect of the Demised Premises (quit rent and assessment are not included) and discharge all charges for outgoings and refuse collections;

7.1.1.5 Use / Purpose

To use the Demised Premises only for the specific purpose set out in Section 9 of Schedule A hereto and not for any other purpose;

7.1.1.6 Licence, Permits, Consent, Approvals

To obtain and maintain at the Tenant’s own cost and expense all licences permits consent and approvals of the Appropriate Authorities for the lawful conduct of the Tenant’s business in the Demised Premises and where required by any legislation or regulations to prominently display such licences permits consent and approvals aforesaid in the Demised Premises;

7.1.1.7 Fines and Penalties

To indemnify the Landlord against any fines, penalties and/or liabilities imposed on the Landlord in respect of any breach of Clause 7.1.1.5 and/or 7.1.1.6 hereof or any matter touching on or connected with the operation of the Tenant’s business at the Demised Premises;

7.1.1.8 Commencement of Business

To commence business on the Business Commencement Date as set out in Section 4(c) of Schedule A hereto;

7.1.1.9 Maintenance of interior of Demised Premises

To keep the fixtures and fittings and the interior of the Demised Premises the flooring and interior plaster or other surface material or rendering on walls and ceiling and the Landlord’s fixtures thereon including doors windows glass shutters locks fastenings electric wiring installations lightings power and other electrical components fire sprinklers and fire fighting equipment and fittings for light and power pipes cistern and other fixtures fittings and additions thereto in good and tenantable repair and clean condition and to replace or to repair any part of the Demised Premises and the Landlord’s fixtures and fittings therein which shall be broken or damaged and further that if any damage is caused to the Landlord or to any person whomsoever directly or indirectly through the said damaged condition of any part of the interior of the Demised Premises the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord against all claims, demands, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;

7.1.1.10 Cleaniness

To keep the Demised Premises and every part thereof and all decorations therein clean and in the best possible hygienic condition and where applicable to keep all pipes drains basins sinks water closets in the Demised Premises clean and unblocked. In addition the Tenant shall ensure that all grills, roller shutter, door, internal and exterior surfaces floor signboard floors goods and articles are cleaned and remain clean and presentable on a daily basis and all rubbish garbage unused boxes are disposed or neatly stowed away from sight;

7.1.1.11 Refurbishment/Upgrade

To refurbish and upgrade the Demised Premises and the Tenant’s signs decorations fixtures and fittings and other installations periodically in such intervals as may be stipulated or required by the Landlord so that the Demised Premises and signs decorations fixtures and fittings and other installations shall remain new, attractive and appealing to shoppers.

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7.1.1.12 Pest Control

To carryout periodic pest control and inspection at such intervals as may be specified by the Landlord and where the Landlord has engaged the services of pest control service providers to service the Building the Tenant shall contribute a fair and reasonable amount as may be determined by the Landlord;

7.1.1.13 Entry and Repair

To permit the Landlord and its agents with or without workmen and others and with or without appliances at all reasonable times to enter upon the Demised Premises and to view the condition thereof and to do such works and things as may be required for any repairs alterations or improvements to the Demised Premises and/or the Landlord’s fixtures and fittings and/or to repair in a proper and workmanlike manner any defects for which the Tenant is liable and to pay the Landlord’s costs and expenses incurred therewith. Nothing herein shall relieve the Tenant’s obligations to repair and/or make good and or replace any damage within seven (7) days of service of notice on the Tenant to repair/and or replace and/or to make good the damage Provided Always that in case of urgency and/or emergency such repair or replacement shall be carried out by the Tenant immediately and if the Tenant shall fail to carry out such repair and replacement the Landlord may carryout such repair or replacement at the cost and expense of the Tenant;

7.1.1.14 Damage to Common Property

To repair make good and/or replace any part of the Common Property or Building which is damaged by the Tenant or its employees or invitees or contractors and where such repair or replacement is carried out by the Landlord or the Building Management Company the Tenant shall forthwith on demand pay to the Landlord the costs and expenses incurred by the Landlord or the Building Management Company in carrying out such repair or replacement;

7.1.1.15 Indemnity for Summons etc

To indemnity and keep indemnified the Landlord against any and all summons, actions, proceedings, claims and demands costs damages and expenses which may be levied brought or made against the Landlord or which the Landlord may pay sustain or incur by reason of any act or omission or use the Demised Premises by the Tenant, his/her/their servants, agents, licensees or invitees;

7.1.1.16 Receipt of Notices

Upon the receipt of any notice, order or direction issued pursuant to any ordinance, regulations, by-laws, Act or legislation by a competent authority affecting or likely to affect the Demised Premises whether the same shall be served directly on the Tenant or the original copy thereof be received from any underlessee or other person whatsoever the Tenant shall comply with such notice, order or direction at its own expense and will forthwith deliver to the Landlord a copy of such notice, order or director;

7.1.1.17 Viewing prior to termination/expiry of tenancy

To permit the Landlord and/or its agents at any time within three (3) months prior to the expiry of the Terms hereby created upon prior appointment to bring prospective tenants to view the Demised Premises for the purpose of letting the same

7.1.1.18 Insurance by Tenant and Security

At all times throughout the Term hereby created to keep the Tenant’s own goods, articles and property in the Demised Premises insured against loss or damage by theft, burglary, fire, water, strikes, riots, civil commotion and other risks as may be required by the Landlord and to pay all premiums incurred therewith and the Tenant hereby absolve the Landlord from all liability whatsoever and howsoever sustain arising from the loss of or damage to the Tenant’s goods, articles or property at the Demised Premises or the Building or Common Property. The Tenant shall at all times keep the Tenant’s goods, articles and property safe and guarded against theft, burglary, accident or damage and in the event of any loss arising therefrom the Tenant shall immediately notify the Landlord and lodge a police report on the matter and deliver a copy of the police report to the Landlord for the record;

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7.1.1.19 Prohibition against storage of arms etc

Not to store or bring upon the Demised Premises or the Building, or the Common Property or the Land any arms, ammunition or unlawful goods, gunpowder, saltpeter, kerosene or any explosive or combustible substance in any part of the Demised Premises and not to place or leave at the entrances or stairways, passages or corridors of the Demised Premises or Building or the Common Property or the Land any boxes or rubbish or other water or debris and to keep the Demised Premises in a clean condition;

7.1.1.20 Prohibition against unlawful use

Not to use the Demised Premises for any unlawful purpose and not to do or permit to be done any act or thing which may infringe the rules and regulations set down by the Landlord or the Building Management Company;

7.1.1.21 Prohibition against accumulation of dirt

Not to use the Demised Premises or do anything which causes the accumulation of dirt, rubbish or debris of any sort in or outside the Demises Premises or the Building or Common Property or which cause any unreasonable amount of noise or which in the opinion of the Landlord is undesirable or unsuitable;

7.1.1.22 Prohibition against assignment

Not to assign, underlet or part with the actual or legal possession of the Demised Premises or any part thereof for any terms whatsoever;

7.1.1.23 Prohibition against infringement of laws

Not to do or permit to be done on the Demised Premises anything which will or may infringe any of the laws by-laws or regulations made by the government, the local town board or any competent authority affecting the Demised Premises or the Building;

7.1.1.24 Prohibition against infringement of land use

Not to use or permit the Demised Premises to be used for any purpose which may infringe the express or implied conditions of the title or the category of land use.

7.1.1.25 Prohibition against voiding of insurance policies

Not to do or permit or suffer to be done anything whereby the policy or policies of insurance on the Demised Premises and/or the said Building against loss or damage by fire for the time being subsisting may become void or voidable or whereby the rate of premium thereon may be increased and to make good and indemnify the Landlord against all damages suffered by the Landlord as a result of the policy or policies of insurance rendered void or voidable and to further pay to the Landlord all sums paid by the Landlord by way increased premium and all expenses incurred by the Landlord in or about any renewal of such policy or policies rendered necessary by a breach or non-observance of this covenant;

7.1.1.26 Prohibition against damage to sprinklers

Not to damage, meddle, remove or adjust the position of the fire sprinklers or other fire fighting installations unless the prior written consent of the Landlord has been obtained and where the fire sprinklers or other fire fighting installations are required to be removed or adjusted or increased whether in compliance with the Appropriate Authorities directions or requirements or otherwise the costs and expenses of such compliance shall be borne by the Tenant;

7.1.1.27 Prohibition against affixing signs etc

Not to affix erect attach or exhibit or permit or suffer so to be done any placard, poster, notice, advertisement, name or sign whatsoever other than at such place as may be designated by the Landlord;

7.1.1.28 Prohibition against alterations

Not to make or permit to be made any alterations in or additions to the Demised Premises otherwise than in accordance with the approved Fit-Out Works or the Landlord’s fixtures, fittings and decorations therein without having first obtained the written license and consent of the Landlord;

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7.1.1.29 Prohibition against Overloading

Not to bring into or install in or place in the Demised Premises and/or the Building and/or the Common Property any item, fixture, plant or machinery which may exceed the floor load or cause stress or damage to the structure of the Building or Common Property or any part thereof. The Landlord may prescribed the weight and position for placement of safes and other heavy articles in the Demised Premises;

Subject to the Landlord’s written approval, the Tenant shall prior to bringing into the Building or Common Property of the Demised Premises any heavy machinery fitting plant or equipment goods or articles provide adequate details of the nature size weight of the same and the Landlord may prescribe the transportation time and route and the Tenant shall comply with such directions;

7.1.1.30 Prohibition against using the roof trusses

Not to suspend any article from the roof or roof trusses or ceiling whether for storage or display or otherwise without the prior written consent of the Landlord;

7.1.1.31 Prohibition against Dwelling and Cooking

Not to use, permit or suffer the used of the Demised Premises whether during the Fit-Out Period or the Term of the tenancy for dwelling purposes or carry out any form of cooking;

7.1.1.32 Prohibition against Auctions

Not without the prior written consent of the Landlord consent conduct or allow any auction by whatever name called in the Demised Premises or any other manner of sale which in the opinion of the Landlord is not keeping with the image/reputation of the Building or which would adversely affect the business of other tenants;

7.1.1.33 Prohibition against Animals/Pets

Not to keep or permit or suffer to be kept any animals or pets in the Demised Premises or on in any part of the Building or Common Property or the Land;

7.1.1.34 Prohibition against Religious Altars

Not to display or install in the Demised Premises or the Building or Common Property or Land any religious altars or other religious items or burn any incense or other offerings therein;

7.1.1.35 Prohibition against obstruction

Not to cause or permit or suffer to be caused any obstruction impediment or prevent the access to or egress from the car park by indiscriminate parking whether by the Tenant or its employees or invitees or suppliers or contractors and to park their vehicles at designated car parks (if any);

7.1.1.36 Prohibition against encroachment

Not to place any signs, poster, fixtures and fittings, goods, articles, boxes or other effects outside the Demised Premises or encroach onto the space or boundaries of adjacent parcels/space or the Common Property;

7.1.1.37 Surrender of vacant possession

At the expiration of termination of this tenancy or the licence granted herein to the Tenant, to peaceably surrender and yield up to the Landlord the Demised Premises with the Landlord’s fixtures and fittings thereto in its original condition (fair wear and tear excepted) and to clear up any rubbish and to peaceably and quietly deliver up to the Landlord vacant possession of the Demised Premises in good, clean and proper state of tenantable repair and condition in accordance with Clause 10.5.1.2 hereof.

7.2	Additional Covenants by the Tenant
7.2.1	The Tenant shall permit the Landlord its agents contractors or workmen at any time with prior notice to enter the Demised Premises:

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7.2.1.1

to lay, fix in and lead through or carry out repairs to wires, cables, ducts for the installation or supply of electricity, air-conditioning, public address system, sound system, pipes for water supply or discharge, gas, waste and sewerage as the Landlord may from time to time require to be laid and fixed in and led through or repaired for the Demised Premises or the Building or Common Property; or

7.2.1.2

for the general purpose of repairing, removing and/or replacing all or any of the above;

and the Landlord shall endeavour to carry out such works with expediency and minimal disruption to the business of the Tenant.

7.2.2	The Tenant shall install at the Tenant’s own cost and expense all telecommunication equipment as the Tenant may require in such manner that the wires do not run across the floor or ceiling or along the walls so as to be visible and shall ensure that the same is/are properly concealed with appropriate ducts.
7.2.3	The Tenant shall not install its own public address system or sound system within or outside the Demised Premises without the prior written consent of the Landlord and where such consent is granted the Tenant shall ensure that the Tenant’s system shall be compatible in all material aspects with the Landlord’s public address and sound system.
7.2.4	The Tenant hereby expressly declares and agrees that the Tenant shall not apply to the Appropriate Authorities for the endorsement of this tenancy on the register document of title of the Land pursuant to Section 316 of the National Land Code.
7.3	Operation of Business
7.3.1	The Tenant shall be required to commence business on the Business Commencement Date as set out in Section 4(c) of Schedule A
7.3.2	The Tenant shall at all times conduct its business for the purpose set out in this Agreement in a reputable manner and by the best standards befitting the kind of business carried out by the Tenant at the Demised Premises. The Tenant shall not conduct its business in any manner that my in the opinion of the Landlord adversely affect the image of the Landlord or the image of the Building.
7.3.3	The Tenant is prohibited from changing the type of business conducted at the Demised Premises or its name or trade name unless the prior written approval of the Landlord is first had and obtained, which approval may be granted or withheld at the absolute discretion of the Land.
7.3.4	The Tenant is prohibited from carrying on any unlawful or illegal or immoral business or activities at the Demised Premises.
7.3.5	The Tenant shall load and unload its goods at designated loading bay (if any) and shall only use lift(s), if any, designated for such loading and unloading (if any) and the Tenant shall comply with all rules and regulations imposed by the Developer or the Building Management Company with respect to the loading and unloading of goods.
8.	FURTHER RENOVATIONS
8.1	Further renovations by Tenant
8.1.1	The Tenant shall not make any alterations or renovations to the Demised Premises without the prior approval of the Landlord after the completion of the Fit-Out Works.
8.1.2	If the Tenant desires to carry out any renovation works the Tenant shall submit detailed drawings and specifications of the renovation works proposed to be done to the Landlord for approval.
8.1.3	Where the Landlord consents to the renovation works the Landlord may impose such conditions as the Landlord deems fit and in addition thereto the Tenant shall be required to pay to the Landlord or the Building Management Company a renovation deposit of such amount as may be stipulated by the Landlord and the provisions relating to terms and conditions and carrying out of Fit Out Works as set out in Clause 6 hereof shall apply mutadis mutandis to the renovation works with necessary modification, where necessary, to give effect to the intention herein.

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9.	LANDLORD’S COVENANTS
9.1	Landlord’s Covenants

9.1.1 PROVIDED THAT the Tenant has promptly and punctually pay to the Landlord the Deposits, Rent, Service Charge (if applicable) and all other sums payable under this Agreement and have duly comply observed and performed the terms of this Agreement the Landlord covenants with the Tenant as follows :

9.1.1.1	the Landlord shall permit the Tenant the quiet enjoyment of the Demised Premises during the tenancy hereby created without any interruption by the Landlord or any person lawfully claiming through him;
9.1.1.2	the Landlord shall promptly and punctually pay all quit rent and assessment as and when the same falls due save and except in so far as the same or any part thereof are payable by the Tenant under the terms of this Agreement;
9.1.1.3	the Landlord shall keep the roof and main structure of the Building in good and tenantable repair;
9.1.1.4	the Landlord shall use its best endeavours to maintain the existing fire sprinkler system but shall not be liable to the Tenant in the event the fire sprinkler system shall fail to function but the Tenant shall be responsible to maintain all movable and non-fixed fire fighting equipment and any additional fire sprinkler installed by the Tenant by itself or in compliance with the requirements or directive of the Appropriate Authorities;
9.1.1.5	the Landlord shall ensure that the Building is insured against fire but the Tenant shall be required to insure its own goods articles property and installations;
9.1.1.6	the Landlord shall comply with the additional covenants set out in Schedule C hereto;
9.1.1.7	the Landlord agrees that the Tenant shall be permitted at its own cost and expense to put up its signage at the place designated by the Landlord and if the Tenant requires to put up additional signage at any other place other than the designated place the Tenant shall be liable to pay to the Landlord such sum as may be stipulated by the Landlord if the Landlord so permits;

9.1.2	The Tenant hereby agrees that the Landlord is not required to take out any public liability insurance and it shall be the obligation for the Tenant to take out its own public liability insurance in respect of its business and Fit-Out Works and renovation works.
10.	TERMINATION
10.1	Termination by Landlord
10.1.1	The Landlord and the Tenant hereby expressly agree and declare that :-

10.1.1.1	if the Rent hereby reserved or any part thereof shall at any time be unpaid for seven (7) days after the same shall become due (whether formally or legally demanded or not); or
10.1.1.2	if the Service Charge, if applicable or any part thereof or any sum payable by the Tenant to the Landlord shall remain unpaid for seven (7) days after the same shall become due (whether formally or legally demanded or not); or
10.1.1.2	A if the SST payable in respect of any sum payable by the Tenant to the Landlord under this Agreement including, but not limited to SST payable on the Rent and also include SST payable to Service Charge, if applicable; or
10.1.1.3	if the Tenant fails refuse and/or neglect to pay the relevant bills/invoice for electricity or water or sewerage and the same remains outstanding at the expiry of seven (7) days from the date the invoice or bill was issued to the Tenant; or
10.1.1.4	if the Tenant shall at any time fails and/or refuse and/or neglect to perform and observe any of the covenants and conditions herein contained and, on its part, to be performed and observed; or
10.1.1.5	if the Tenant shall at any time fails and/or refuse and/or neglect to open and operate its business at the Demised Premises during the prescribed business hours or the Demised Premises is left abandoned or unoccupied for a continuous period of not less than seven (7) days; or
10.1.1.6	if the Tenant shall make any assignment for the benefit or its creditors or enter into any agreement or make any arrangement with its creditors by compositions or otherwise; or
10.1.1.7	if the Tenant shall have a receiving order make against it; or

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10.1.1.8	if the Tenant being a company enters into liquidation whether compulsory or voluntary (except for the purpose of reconstruction or amalgamation); or
10.1.1.9	if the Tenant shall commit an act of bankruptcy;

then in any such case it shall be lawful for the Landlord at any time thereafter to serve a forfeiture notice upon the Tenant in accordance with the provision of Section 235 of the National Land Code and it is hereby mutually and expressly agreed that any period or not less than fourteen (14) days stipulated in the said forfeiture notice for the Tenant to remedy the breach specified or to make reasonable compensation in money therefore to the satisfaction of the Landlord or to settle any outstanding rent is a reasonable period and if upon expiration of the period specified in the said forfeiture notice the Tenant fails, refuse and/or neglect to remedy the breach specified or make the compensation in money to the satisfaction of the Landlord or settle all outstanding rent then it shall be deemed that the tenancy hereby created and this Agreement shall have been terminated and the provisions of Clause 10.2 hereof shall apply.

10.2	Consequences of Termination
10.2.1	Upon the termination of this Agreement and the tenancy hereby created pursuant to the provision Clause 10.1 hereof or any unlawful termination of this Agreement by the Tenant and in addition to damages payable by the Tenant to the Landlord for breach of contract :

10.2.1.1.1	the Deposits shall be forfeited to the Landlord subject to additional condition 2 of the Schedule D to this Agreement;
10.2.1.1.2	the Landlord shall be entitled to claim and recover all monies due or owing by the Tenant to the Landlord as well as the Rent for the unexpired term of the tenancy and all costs and expenses in recovering the same (including the Landlord’ solicitors costs on a solicitor-client basis) shall be borne by the Tenant;
10.2.1.1.3	all services to the Demised Premises including but not limited to supply of water, electricity and air-conditioning shall be discontinued;
10.2.1.1.4	it shall be lawful for the Landlord re-enter upon the Demised Premises or any part thereof in the name of the whole and thenceforth hold and enjoy the same as if this tenancy had not been granted but without prejudice to any right of action or remedy of the Landlord for any antecedent breach of covenant by the Tenant and whenever this power of entry shall arise (whether the same be exercised or not) the rent for the month current shall immediately become payable in full;
10.2.1.1.5	the provision of Clause 10.5.1 hereof shall apply.

10.3	No right of unilateral termination by Tenant
10.3.1	It is hereby agreed and confirmed by the Tenant that nothing contained in this Agreement shall give the Tenant the right of determining this Agreement before the expiry of the Term hereby created and notwithstanding any unilateral determination on the part of the Tenant, the Tenant shall remain liable for the Rent in full for the remaining months of the unexpired Term which together with any arrears and other sums payable by the Tenant shall be recoverable as a debt due to the Landlord by the Tenant.
10.4	No waiver on payment
10.4.1	For the avoidance of doubt the acceptance of Rent and/or any other sum or payment by the Landlord shall not be deemed or operate as a waiver by the Landlord of any right of action against the Tenant in respect of any breach of any of the Tenant’s obligation herein contained in this Agreement.
10.5	Termination of Expiry of tenancy
10.5.1	Upon the termination (lawful or otherwise) or expiry of the tenancy hereby created or any extension thereof :

10.5.1.1.1 the Tenant shall deliver vacant possession of the Demised Premises to the Landlord in a good and tenantable condition and in accordance with Clause 10.5.1.2 hereof failing which :

10.5.1.1.1 the Tenant shall be deemed holding over and shall be liable to pay to the Landlord double rental in accordance with the Civil Law Act, 1956 from the date of termination or expiry of the tenancy, as the case may be, until the date vacant possession in the manner aforesaid has been delivered by the Tenant to the Landlord and all costs and expenses incurred by the Landlord (including the Landlord’ solicitors fees on a solicitor-client basis) in repossessing the Demised Premises shall be borne by the Tenant;

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10.5.1.1.2 the Landlord shall be entitled and authorized to remove all goods, possession, objects, articles, equipment, machineries and other effects found or located or stored in the Demised Premises (hereinafter referred to as the “Tenant’s Items”) and store the Tenant’s Items at any place or warehouse as the Landlord deems fit at the cost and expense of the Tenant and if at the expiry of Thirty (30) days from the date of notice by the Landlord to the Tenant to remove or collect the Tenant’s Items, the Tenant fails, refuses and/or neglects to collect the Tenant’s Items and pay for the costs and expenses incurred by the Landlord in reinstating the Demised Premises to its original state and condition and storage of the Tenant’s Items the Landlord shall be at liberty to sell and/or auction off the Tenant’s Items and use the proceeds thereof to pay for the costs and expenses of storage and disposal/sale/auction and all sums owing to by the Tenant to the Landlord and damages payable by the Tenant to the Landlord and the balance thereof (if any)shall be paid to the Tenant free of interest;

10.5.1.1.3

the Tenant agrees that the Tenant’s Items may be sold by the Landlord at such price as it deems fit and the Tenant hereby irrevocably declares that it shall be bound by the sale price and shall not on any account whatsoever challenge the sale price on the ground that it does not represent a fair and adequate market value or that the Landlord has no authority to sell the Tenant’s Items.

10.5.1.2

The Tenant shall reinstate the Demised Premises to its original state and condition unless requested not to do so by the Landlord in writing in which event the Tenant shall only remove such renovation or fixtures required to be removed by the Landlord and the Tenant agrees that no compensation or reimbursement of whatsoever amount shall be required to be paid by the Landlord to the Tenant in respect to any improvement or work done to the Demised Premises.

10.6	Additional Rights of the Landlord
10.6.1	Upon any breach of the terms of this Agreement the Landlord shall be at liberty to exercise all or any of the remedies available to the Landlord in any manner it deems fit. Any action taken by the Landlord to exercise any one or more of the remedies shall not prejudice or affect any other remedies claims or rights which the Landlord may have in law or in equity under the terms herein.
10.6.2	If any fees, costs, charges or interest are outstanding or have become payable by the Tenant to the Landlord under this Agreement the Landlord shall be entitled (but is not obliged) at its absolute discretion to treat any purported payment of Rent by the Tenant firstly towards account of any fees, costs, charges or interest due to the Landlord and the balance thereafter, if any, shall then be treated as payment of Rent and if any shortfall of Rent shall arise the Tenant shall be deemed to be in default if the Tenant fails to settle the shortfall within seven (7) days of demand for the shortfall in Rent.

11.	ADDITIONAL EXCLUSION OF LIABILITIES AND INDEMNITY
11.1	Additional Exclusion of Liabilities
11.1.1	The Tenant hereby expressly agrees that :

11.1.1.1.1	the Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other person who may be permitted to enter the Building or the Demised Premises for any loss or damage or injury to person or property suffered in the Demised Premises or the Building or the Common Property or the Land;
11.1.1.1.2	the Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other person who may be permitted to enter the Building or the Demised Premises for any injury or damage sustained due to the overflow of water or water leakages or accidental discharge of the fire sprinkler system or other fire fighting installations;
11.1.1.1.3	the Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other person who may be permitted to enter the Building or the Demised Premises for any injury or damage sustained arising from the non-discharge or non- functioning of the fire sprinkler system in the event of fire;

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11.1.1.1.4

the Landlord shall not be liable to the Tenant for any-supply or disruption in supply of electricity, water, air conditioning to the Demised Premises or the Building or the Common Property or the disruption of service to lifts and/or escalators whether arising from non- supply by the relevant utilities companies/bodies or repair, maintenance or renovation works carried out by the Landlord or other tenants or as a result of any breakdown or otherwise;

11.1.1.1.5

the Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other person who may be permitted to enter the Building or the Demised Premises for any damage to any vehicles parked in the car park or on the Land or injury to person or property as a result of or caused by flood, landslide or other calamities.

11.2 Additional Indemnities

11.2.1

The Tenant agrees that if any damage or loss is caused to the Landlord or to any person whomsoever in the Demised Premises arising or caused by any item (whether defective or damage or otherwise and notwithstanding that the item may be the Landlord’s fixtures) within the Demised Premises the Tenant shall be fully liable for all loss and damage sustained by the Landlord or any such person aforesaid.

11.2.2

The Tenant shall be liable for any act default and/or omission of its employees, servants, agents, contractors, licensees or invitees and any such act default and/or omission shall be deemed to be the acts or omission of the Tenant.

12.	DAMAGE TO THE DEMISED PREMISES
12.1	Damage to the Demised Premises
12.1.1	if the Demised Premises or any part thereof shall be destroyed or damaged by fire, explosion, lightning, riot, civil commotion, tempest, flood, landslide or any unforeseen circumstances (except where such damage or destruction has been caused by the fault or negligence of the Tenant) or in any way rendered unfit for use or occupation so as to be unfit for use for a period greater than one (1) month, then the rent hereby covenanted to be paid or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended until the Demised Premises shall again be rendered fit for habitation and use and if the Demised Premises or any part thereof is not rendered fit for occupation or use within three (3) months of the occurrence of the event aforesaid either party may determine the tenancy by giving one (1) month’s notice in writing but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of covenant Provided That nothing in this clause shall render it obligatory on the Landlord to restore, reinstate or rebuild the Demised Premises or any part thereof if the Landlord in its absolute discretion does not desire to do so.

12.2	In the event of the determination of the tenancy as aforesaid the Deposits less such monies as may be found to be owing or payable by the Tenant to the Landlord by virtue of the provisions herein contained shall be refunded free of interest by the Landlord to the Tenant within four (14) days of determination of the tenancy.
13.	RENEWAL
13.1	Renewal
13.1.1	Provided Always that the Tenant have promptly and punctually paid the Rent hereby reserved and performed all the stipulations and covenants up to the determination of the term hereby created and Provided Further that the Tenant shall pay such increase in the Deposits as the Landlord may stipulate the Landlord may on the written request of the Tenant made at least three (3) months but not earlier than five (5) months before the expiration of the term hereby created grant to the Tenant a further terms as stipulated in Section 10 of Schedule A hereto at a rental to be agreed upon between the parties hereto and upon the same covenants and provisions with the exception of this clause SUBJECT THAT the Landlord may impose such conditions as it deems fit in agreeing to the renewal of the tenancy.

13.1.2 In the event the parties are unable to agree on the rent for the renewal term :

13.1.2.1.1	the Landlord shall appoint an independent qualified and reputable valuer to determines the prevailing market rental at the cost and expense of the Tenant and the rent so determined by the said valuer shall be final and conclusive and binding on the parties hereto;
13.1.2.1.2	the prevailing market rent as determined by the said valuer shall take effect from the commencement of the renewal period;

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13.1.2.1.3 pending determination of the prevailing market rental by the said valuer the Tenant shall continue to pay the rent based on the existing Rent subject that within seven (7) days of determination of the prevailing market rent by the said valuer :

14.1.2.3.1	the Tenant shall pay any shortfall in the rent to the Landlord; or
14.1.2.3.2	the Landlord shall refund any overpayment to the Tenant;

13.1.3 As the case may be failing which interest at the rate of ten per centum (10%) per annum on the amount to be paid or refunded shall be payable by the defaulting party.

14.	GUARANTEE
14.1	The Tenant shall furnish to the Landlord a Letter of Guarantee and Indemnity (hereinafter referred to as the “Guarantee and Indemnity”), simultaneously with the execution of this Agreement. The Guarantee and Indemnity is to be signed by the Director/Director(s), for the time being in his/her/their, guaranteeing the performance and observance by the Tenant of all the Tenant’s covenants and other terms of this Agreement and to indemnify the Landlord against all losses and damages suffered and/or incurred or to be suffered and/or incurred by the Landlord arising out of any breach, non-observance or non-performance by the Tenant of its covenants or other terms of this Agreement.
15.	ADDITIONAL TERMS AND CONDITIONS

15.1.1 This Agreement shall be subject to the additional terms and conditions set out in Schedule D hereto and in the event of a conflict between the terms of this Agreement and the additional terms and conditions set out in Schedule D hereto the additional terms and conditions shall prevail.

16.	GENERAL
16.1	Notice
16.1.1	Any notice requiring to be served hereunder shall be in writing and shall be sufficiently served on the Tenant if left addressed to it on the Demised Premises or forwarded to him by A. R. Registered Post to his last known address or place of business or registered office and any notice to the Landlord shall be sufficiently served if sent by A.R. Registered Post or delivered personally to them at the address herein given. A notice sent by post shall be deemed to be given at the time when it ought in due course of post to be delivered after three (3) working days from the date of posting at the address to which it is sent.
16.2	Costs
16.2.1	The stamp duty and the incidental disbursements incurred in respect of this Agreement including the Landlord’s solicitor’s fees shall be borne and paid by the Tenant absolutely.
16.3	Time
16.3.1	Time wherever mentioned shall be of the essence of this Agreement.
16.4	Waiver
16.4.1	Any indulgence or time given by the Landlord or any knowledge or acquiescence by the Landlord in respect to any breach of any terms of this Agreement shall not constitute a waiver of or prejudice the Landlord’s right herein contained and the Landlord shall be entitled to exercise all or any of its rights under this Agreement.
16.5	Severability
16.5.1	Any term condition stipulation provision covenant or undertaking in this Agreement which is illegal void prohibited or unenforceable shall be in effective to the extent of such illegality voidness prohibition or unenforceability without invalidating the remaining provisions of this Agreement or other terms conditions stipulations provisions covenants or undertaking in this Agreement.
16.6	Binding Effect
16.6.1	This Agreement shall be binding on the heirs and personal representatives’ successors-in-title liquidators receivers managers and permitted assigns of the parties hereto.

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16.7	Annexure and Schedules
16.7.1	The Schedule(s) and Annexure(s) to this Agreement shall form and be taken read and construed as an integral part of this Agreement.
16.8	Governing Law
16.8.1	This Agreement shall be governed by the laws of West Malaysia and the parties hereto submit to the courts of West Malaysia.
16.9	Whole Agreement
16.9.1	This Agreement encompasses the whole agreement between the parties hereto and supersedes all previous letters of intent, letters of offer, memoranda of agreement, correspondences and agreements made between the parties hereto whether oral or written in respect of the rental of the Demised Premises and no variation amendments or modification to this Agreement shall be effective unless made in writing and signed by all the parties hereto.
16.10	No Assignment
16.10.1	The Tenant shall not assign or transfer all or any of its rights under this Agreement or delegate its performance to any party without the prior written consent of the Landlord first had and obtained which consent may be given or withheld at the absolute discretion of the Landlord without the need to assign any reason whatsoever.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.

SIGNED by	)
for and on behalf	)
the Landlord	)
in the presence of:-	)	/s/ Chin Siew Ling
		BERJAYA STEEL WORKS SDN BHD
		[Company Registration No. 198401013663 (126211-D)] Name: CHIN SIEW LING
		NRIC No.: [*]

/s/ Pun Hong Ying

Witnessed by

Name: Pun Hong Ying

NRIC No.: [*]

SIGNED by	)
for and on behalf of	)
the Tenant	)
in the presence of:-	)	/s/ Choo Keam Hui
		STARBOX REBATES SDN. BHD.
		[Company Registration No. 201901026225 (1335554-V)] Name: CHOO KEAM HUI
		NRIC No.: [*]

/s/ Low Pool Cai

Witnessed by

Name: Low Pool Cai

NRIC No.:

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SCHEDULE A

SECTION		PARTICULARS
1		Name and Particulars of Tenant STARBOX REBATES SDN. BHD. [Company Registration No. 201901026225 (1335554-V)] V02-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur Telephone No.: [*] (Ms Pooi Lai)
2		Particulars of the Demised Premises V02-03-05, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Wilayah Persekutuan.
3		Term of Tenancy One (1) year
4	(a) (b) (c)	Commencement Date 1st May 2022 Expiry Date of Tenancy 30th April 2023 Business Commencement Date Tenant discretion to commence its business date at any date.
5	(a)	Rent
		Ringgit Malaysia Six Thousand Two Hundred Eighty Eight (RM6,288.00) only.
		Mode of Payment
		Direct bank into:       [*] Bank Name:             [*] Bank Account:         [*]
		or any other account as informed by the Landlord.
	(b)	Time of payment of Rent
		1st day of each calendar month punctually from the date of commencement of each month.

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SECTION		PARTICULARS
6	(a) (b) (c)	Security Deposit Ringgit Malaysia Eighteen Thousand Eight Hundred Sixty Four (RM18,864.00) only Utilities Deposit Ringgit Malaysia Six Thousand Two Hundred Eighty Eight (RM6,288.00) only. Service Charge Deposit Not Applicable
7	(a) (b)	Service Charges Not Applicable Time of Payment of Service Charge Not Applicable
8	(a) (b) (c) (d)	Fit-Out Deposit Nil Fit-Out Fee Nil Date for Commence of Fit-Out Works Nil Fit-Out Period Nil
9		Specific Use of the Demised Premises Office
10		Renewal Term Not Applicable.

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SCHEDULE B

[FIXTURES AND FITTINGS]

Nil

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SCHEDULE C

[ADDITIONAL COVENANTS BY THE LANDLORD]

Nil

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SCHEDULE D

[ADDITIONAL TERMS AND CONDITIONS]

1. Notwithstanding any provisions to the contrary in this Agreement the Tenant may at any time during the Term of this tenancy terminate this Agreement by giving the Landlord three (3) months’ notice in writing and upon such termination the Deposits shall be forfeited to the Landlord absolutely as agreed liquidated damages SUBJECT that in the event the Tenant is able to secure a new tenant to take up the tenancy of the Demised Premises at a rent not less than the Rent upon the same terms and conditions of this Agreement the Landlord agrees that the Deposits shall not be forfeited as aforesaid and Clause 10.3 hereof shall not apply.

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SCHEDULE E

[LAYOUT AND FLOOR PLAN]

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EX-10.8

Exhibit 10.8

DATED THIS 13 DAY OF APRIL 2022

BETWEEN

[WOON CHUN YIN] (NRIC: [*])

(“The Landlord”)

AND

[STARBOXTV SDN BHD]

[Company Registration No. 201901026085 (1335414-P)]

(“the Tenant”)

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

TENANCY AGREEMENT

(VO2-08-12, V OFFICE, LINGKARAN SV, SUNWAY VELOCITY, 55100 KUALA LUMPUR.)

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TENANCY AGREEMENT

AN AGREEMENT made the day and year stated in Part 1 of the Schedule hereto between the first party whose name and description as stated in Part 2 of the Schedule hereto (hereinafter referred to as “the Landlord”) of the one part and the second party whose name and description as stated in Part 3 of the Schedule hereto (hereinafter referred to as “the Tenant”) of the other part.

WHEREBY it is agreed as follows:-

1.	Premises
	The Landlord is the registered proprietor/beneficial owner of the property more particularly referred to and described in Part 4 of the Schedule hereto (hereinafter referred to as “the Demised Premises”).
2.	Term of Tenancy
	The Landlord has agreed to let and the Tenant has agreed to accept a tenancy of the Demised Premises for a term as stated in Part 5 of the Schedule hereto (hereinafter referred to as “the Said Term”) subject to the terms and conditions hereinafter contained and subject to a non-exclusive easement over all the portions of the Building designated as common areas (in particular, the corridors, staircase and lifts) for ingress/egress for the benefit of the Tenant, its invitees, employees, patrons as well as other occupants of the Building, their invitees, employees and patrons.
3.	Rent
	The monthly Rent for the Demised Premises is as stated in Part 6.1 of the Schedule hereto and is payable monthly in advance without deduction, the first of such rent payment is to be made upon execution of this Agreement or upon handing over of vacant possession of the Demised Premises, whichever is earlier.
4.	THE TENANT HEREBY COVENANTS WITH THE LANDLORD as follows :
(a)	Payment of Rental
	To pay the monthly rental promptly without any deduction in advance at the time and in the manner in Part 6.2 of the Schedule hereto. The said Rental shall be paid by the Tenant by depositing the said Rental into the bank account of the Landlord as stated in Part 11 of the Schedule hereto. A copy of the bank-in-slip will then be forward to landlord as proof of payment.
(b)	Security Deposit and Utility Deposit (if any)
	Upon execution of this Agreement the Tenant shall pay to the Landlord the sums stated in Part 7 of this Schedule hereto as and by way of deposit or security which shall be refunded free of interest within one (1) month after the termination of the tenancy upon the due observance and performance by the Tenant of the terms and conditions of this Agreement PROVIDED ALWAYS that the Security Deposit and Utility Deposit (if any) (hereinafter referred to as “the Deposits”) shall not in any event be set off or treated as payment of Rental or any other moneys payable by the Tenant pursuant to this Agreement and that the Deposits shall not be refunded without documentary proof of the full payment of all utilities. In the event of breach or non-compliance by the Tenant of the terms and conditions herein, the Landlord may deduct the whole or any part of the Deposits for any sum for which the Tenant may be liable under the said Term.

(c)	Utilities
	To pay all charges for electricity, water, sewerage charges by Indah Water Konsortium Sdn Bhd and other utilities supplied to, used in or provided for the Demised Premises as and when due.
	i.	Electricity
		The Tenant shall apply for electricity with Tenaga Nasional Berhad (“TNB”) for the Demised Premises in its own name and be solely responsible for payment of all monthly charges to TNB. Copies of the receipt must be forwarded to the Landlord for record purposes.
	ii.	Water
		The Tenant shall apply for water with Syarikat Bekalan Air Selangor Sdn. Bhd. (“SYABAS”) for the Demised Premises in its own name and be solely responsible for payment of all monthly charges to SYABAS. Copies of the receipt must be forwarded to the Landlord for record purposes.
		If the Demised Premises is under the Developer/Joint Management Body
		The Tenant shall pay the water charges for the Demised Premises billed under the Landlord by the Developer or the Joint Management Body (“JMB”). Upon receiving the bill from the Developer or JMB, the Tenant shall pay the monthly charges accordingly.
	iii.	Sewerage
		The sewerage charges for the Demised Premises is billed under the Landlord’s name. Upon receiving the bill from Indah Water Konsortium Sdn. Bhd, the Tenant shall pay the monthly charges accordingly.
		If the Demised Premises is under the Developer/Joint Management Body
		The Tenant shall pay the sewerage charges for the Demised Premises billed under the Landlord by the Developer or the Joint Management Body (“JMB”). Upon receiving the bill from the Developer or JMB, the Tenant shall pay the monthly charges accordingly.
	Non observance of this Section would deem to be a breach of the Tenancy Agreement and the Landlord reserves the right to demand that all Outstanding Amounts be settled in full and the Tenant agrees to pay for all expenses incurred to rectify the situation.

(d)	Government Taxes
	The Tenant shall pay the Goods and Services Tax (“GST”) or Sales Service Tax (“SST”) or any other taxes (if applicable).
(e)	Water Piping
	The Tenant shall ensure at all times that the water inlet and outlet piping and the entire internal and external water piping systems that run through the neighbouring lots are safe and in proper conditions and would not cause damages or losses to the neighbouring properties at all times and the Tenant shall further indemnify the Landlord in full against any claims, demands, proceedings, charges and expenses or legal suit by the owners and/or the Tenant of the neighbouring lots or any injured third party due to the negligence, omission, default, breach of the Tenant and/or the Tenant’s servant, employees or agents.
(f)	Telephone and internet
	To deal directly with the telephone and internet company for the application of telephone lines and/or internet services in its own name and to be solely responsible for payment of all monthly charges to the telephone and/or internet company.
(g)	Upkeep of Demised Premises
	To keep the Demised Premises in clean condition together with all the Landlord’s fixtures and fittings including such as regular servicing of electrical appliance, the sanitary and water apparatus thereof (other than the main structure, walls, floors, ceilings and drains of the Demised Premises) in good tenantable repairs and conditions throughout the Said Term, fair wear and tear, damage by fire, storm and tempest, termites, acts of God, riot and civil commotion excepted. The Tenant is responsible to replace with similar articles of least equal value all such parts as may at any time be destroyed, lost or damaged at Tenant’s own expenses.
	The Tenant is liable for any damages caused by the Tenant or Tenant’s Contractor and/or Agents to the main structure, walls, floors, ceilings, internal piping, sewerage piping and wiring and drains of the Demised Premises during the Said Term of the Tenancy, including the Fitting Out Period (as herein defined).
(h)	Use of Demised Premises
I.	To use the Demised Premises as stated in Part 8 of the Schedule hereto only.
II.	To obtain and maintain at its own expenses all governmental license(s), permit(s), registration(s), including trade name and other consent(s) necessary for the conduct of the Tenant business stated in Part 8 of the Schedule hereto and to submit copy(ies)of the same to the Landlord upon request.
III.	The Tenant shall not:-
i)	use the Demised Premises for any illegal unlawful or immoral purpose or do or permit to be done any act or thing which may become a nuisance or give reasonable cause of complaint;

ii)	use the Demised Premises as a living quarters and/or worker dormitory;
iii)	block or bar or obstruct or leave any garbage or rubbish or stores in any part of the Common Areas.
(i)	Structural Alteration, Fitting Out and Renovation
	i.	Save as expressly permitted by this Agreement, not to permit or suffer to be
	done or to be made any alteration or changes to any of the walls and structural whatsoever to the Demised Premises or the Landlord’s fixtures and fittings without prior written consent of the Landlord which consent may be subject to such terms and conditions as the Landlord may see fit to impose. The Tenant is require to pay an additional deposit upon Landlord’s approval and this deposit will be refunded free of interest at the end of the Tenancy. The amount of deposit shall be determined by the Tenant and the Landlord at the later stage.
	ii.	The Tenant shall at its own cost and expense carry out all fitting out and renovation works relating to the interior of the Demised Premises including but not limited to partitioning ceilings, fittings, fixtures, carpentry, lighting, flooring, interior design and décor as may be necessary to fit out the Demised Premises completely for the Tenant’s permitted use (“Fitting Out Works”). The Tenant shall install at its own cost and expense extra air-conditioning units at an appropriate place that will not obstruct or caused any inconvenience to the neighbourhood.
	iii.	During the Fitting Out Period set out in Part 9 of the Schedule (if any), the Tenant is authorised to enter upon and use the Demised Premises as licensee solely for the purposes of carrying out the Fitting Out Works.
	iv.	The Tenant shall be responsible at its own cost and expense to reinstate the Demised Premises to its original state and condition at the expiration or sooner termination of this tenancy, failing which the Landlord reserves the right to deduct all loss, damage and expenses thereby incurred from the Deposit paid by the Tenant in accordance with Clause 4(b).
	v.	The Tenant shall keep the Demised Premises clean and tidy throughout the duration of the Fitting Out Period and at the completion of the Fitting Out Works shall promptly remove all waste and debris arising from the Fitting Out Works from the Demised Premises to the satisfaction of the Landlord. The Tenant shall also make good to the satisfaction of the Landlord all damage to the Demised Premises resulting from or in relation to the Fitting Out Works.
	vi.	The Tenant is required to pay an additional deposit (other than Deposit sum as stated in Part 7 of the Schedule hereto) to the Landlord should the Tenant wants to do any structural renovation in the near future with the Landlord’s consent.
(j)	Inspection and Repairs
	To forthwith repair to original condition any damage to the Demised Premises, Common Areas and Landlord’s Fixtures and Fittings caused by the Tenant and if the Tenant fails to rectify such damage, the Landlord shall be entitled but not obliged to perform the rectification works at the Tenant’s cost and expense. For the avoidance of doubt, works which are of a wear and tear nature not exceeding Ringgit Malaysia Five Hundred per item shall be borne solely by the Tenant including but not limited to replacement of light bulbs or replacement of parts of Landlord’s Fixtures and Fittings.

(k)	Nuisance
	Not to permit or suffer to be done in or upon the Demised Premises anything which may be or become a nuisance and annoyance to the adjoining occupants.
(l)	Dangerous Material
	Not to store or bring upon the Demised Premises any ammunition or articles of a specially combustible or dangerous nature and not to do or permit or suffer to be done anything by reason whereof any insurance affected on the Demised Premises may be rendered null and void or whereby the premium may be increased, and to repay to the Landlord all sums paid by way of increased premium and all expenses incurred by the Landlord in or about the renewal of such insurance rendered necessary by a breach of this covenant without prejudice to the rights of the Landlord to claim for damages arising from the Tenant’s negligence or default.
(m)	Yield of Demised Premises
	i.	At the expiry or sooner termination of the tenancy, peaceably and quietly yield up possession of the Demised Premises together with the Landlord’s fixtures and fittings contained therein in the condition which the Tenant first took possession (fair wear and tear excepted) together with all keys locks and fastenings (other than such Tenant’s fixtures as shall belong to the Tenant) in good and substantial repair and condition, And to clear up any rubbish and to peaceably and quietly deliver up to the Landlord vacant possession of the Demised Premises in good, clean and proper state of tenantable repair and condition in accordance with the foregoing covenants.
	ii.	If the Tenant on termination of the Tenancy fails to yield and vacate the Demised Premises aforesaid, the Tenant shall pay to the Landlord as agreed liquidated damages a sum equivalent to two (2) times the Rental for each day’s delay thereto without prejudice to the Landlord’s right to evict the Tenant or take proceedings to enforce the other rights of the Landlord contained in this Agreement and the Landlord shall have a right to terminate all Utility supply including but not limited to the Electricity and Water supply and to cancel any Access Cards and block access to the Demised Premises.
(n)	Inspection prior to Termination
	For sixty (60) days before the expiration of the Said Term, the Landlord or his agents shall, with at least two (2) days’ prior notice to the Tenant, be permitted to enter the Demised Premises at all reasonable times for the purpose of showing the Demised Premises to prospective tenants or buyers.
(o)	Non-removal of Fixtures
	Not to remove any permanent fixtures by whomsoever created upon the termination of the tenancy hereby granted nor to claim compensation for any fixtures erected by the Tenant at the termination of the tenancy hereby granted.

(p)	Indemnity of Landlord
	The Tenant shall keep the Landlord indemnified against:-
	i.	all loss and damage to the Demised Premises and any other premises and any property therein and all loss of life and personal injuries caused directly or indirectly by the Tenant; and
	ii.	all claims demands or proceedings brought by any governmental or statutory or other competent authority or any adjoining owner, tenant, occupier or members of the public arising out of or incidental to the execution of the Fitting Out Works, and/or the use of the Demised Premises and/or any act or omission of the Tenant.
(q)	Insurance
	The Tenant shall effect and keep effected in respect of the Demised Premises adequate public risk insurance, fire and damage insurance against the Tenant’s personal property, plate glass insurance, breakage insurance, theft insurance and to provide copies of the policy and renewals as and when requested by the Landlord.
5.	THE LANDLORD HEREBY COVENANTS WITH THE TENANT as follows:-
(a)	Pay Rates
	To pay all quit rent, taxes, assessments and other rates imposed on the Demised Premises including service charge and lift maintenance fee and cleaning of common area which are or may hereinafter be charged or imposed upon the Demised Premises and payable by the Landlord.
(b)	Insurance
	The Landlord shall provide adequate insurance coverage of the Demised Premises, fixtures and fittings against fire with a recognised insurance company during the Said Term excluding the Tenant’s personal effects.
c)	Peaceful Enjoyment
	The Tenant paying the Rent and observing and performing the covenants herein contained and on the Tenant’s part to be observed and performed shall peacefully hold and enjoy the Demised Premises without any interruption or disturbance from or by the Landlord or any person rightfully or lawfully claiming under or in trust for the Landlord.
(d)	Repairs of Demised Premises
	To repair defects in walls, floors (except floor tiles), ceilings and drains, plumbing and electrical system which are of structural nature not caused by the Tenant and/or its contractors PROVIDED THAT the Tenant shall at all times maintain and keep the Demised Premises in good and tenantable repair and condition.

(e)	Event of Emergency
	The Landlord undertakes that it shall not, save and except in an emergency or unless under legal compulsion or in the event of any breach by the Tenant of the terms of this Agreement use the master key to the Demised Premises for the purpose of gaining entry to the Demised Premises.
6.	PROVIDED ALWAYS and it is hereby expressly agreed as follows:-
(a)	Event of Default
	Without prejudice to the rights, powers and remedies of the Landlord as otherwise provided in this Agreement, the Tenant shall pay to the Landlord late payment charges by way of interest calculated from day to day at the rate of one and a half per centum (1.5%) per month on all money due but unpaid for seven (7) days by the Tenant to the Landlord under this Agreement; such interest to be computed from the expiry of the seven (7) day period allowed for the payment of such money until the date of payment in full and to be recoverable in like manner as rental in arrears. If at any time the rent or any part thereof (whether formally demanded or not) shall remain unpaid or unsatisfied for fourteen (14) days after becoming payable or if any of the Tenant’s covenant shall not be performed or observed then in any of those events, the Tenant has to vacate the Demised Premises within seven (7) days, reimburse the Landlord for all and any damages caused to the Demised Premises and forfeit all deposits. The Tenant shall be responsible for all legal fees incurred by the Landlord to enforce this Clause.
(b)	Force Majeure
	If the Demised Premises or any part thereof shall at any time during the Said Term be destroyed or damaged by fire, storm and tempest, termites, act of God, riot and civil commotion or other cause beyond the Landlord’s control or other defect or breakdown or unavoidable shortage of fuel, material, water and labour, otherwise become unfit for use and occupation, the Rent hereby reserved or a due proportion thereof shall cease and this agreement shall thereupon be deemed to be terminated, without prejudice to any claims the Landlord may have against the Tenant for any antecedent breaches of its covenants herein contained.
(c)	Option to Renew of Tenancy
	i.	The Landlord shall on written request of the Tenant made not less than three (3) months from the expiration of the Term hereby created and if there shall not at the time of such request exist any breach or non compliance of any of the covenants on the part of the Tenant grant to the Tenant a further term as stated in Part 10 of the Schedule hereto on terms and conditions to be mutually agreed upon and the revised rental rate shall be at the prevailing market rate to be determined.
	ii.	In the event of any renewal of the Tenancy and an increase in the Rental, the Tenant shall top up the Security Deposit and Utility Deposit (if any) so that the Security Deposit retained by the Landlord shall always be equivalent to Three (3) Months Rental and the Utility Deposit (if any) retained by the Landlord shall always be equivalent to one (1) Month Rental both payable by the Tenant for the respective term of lease.

(d)	Termination of Tenancy
	In the event that the Tenant desires to terminate this Tenancy Agreement at any time before the expiration of term hereby created, the Tenant is required to give two (2) months advance notice in writing to the Landlord, and the Security Deposit as stated in Part 7 of the Schedule hereto shall be forfeited by the Landlord.
(e)	Sale and Assignment
	The Landlord and Tenant hereby agree and confirm that in the event of any sale or assignment of the Demised Premises by the Landlord to any third parties before the expiry of the tenancy, such sale or assignment of the Demised Premises shall not affect the said tenancy and the Tenant shall be entitled to continue renting the Demised Premises as per the said Term.
7.	Stamp Duty
	All cost and stamp duty in connection with this Agreement shall be borne and paid by the Tenant.
8.	Notice
	Any notice required under the term of this Agreement shall be in writing and shall be served on the Landlord and the Tenant respectively to be sent by hand or by registered post to the address given herein or at such other address as may be hereafter notified in writing by either party to the other of them in each case and such notice shall be deemed to be received in the ordinary course of post.
9.	Definition
	In this Agreement where the context so requires words importing the singular number or the masculine gender included the plural number of feminine gender and words importing person include corporation and vice versa.
	In this Agreement where the context so admits the expression “the Landlord” shall include its successors in title and assigns and the expression “the Tenant” shall include its successors in title and permitted assigns, and employees of the same.
10.	Time of Essence
	Time whenever mentioned herein shall be of the essence of this Agreement.
11.	Law
	This Tenancy shall be construed and enforced in accordance with the laws of Malaysia and the parties hereto hereby agree to submit to the jurisdiction of the Malaysian Courts.
12.	Schedule
The Schedule hereto shall be taken read and construed as an essential part of this Agreement.

(The remaining of this page is intentionally left blank)

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year specified in Part 1 of the Schedule hereto.

SIGNED by the Said Landlord	)
WOON CHUN YIN	)
NRIC: [*]	)
	)
in the presence of:-		/s/ Woon Chun Yin
		WOON CHUN YIN
		LANDLORD

Signature of Witness: /s/ Choong Siew Yi
Name: Choong Siew Yi
NRIC:
SIGNED by the Said Tenant	)
STARBOXTV SDN BHD	)
Company Registration No. 201901026085 (1335414-P)	)
in the presence of:-	)
		/s/ Choo Keam Hui
		CHOO KEAM HUI
		NRIC No: [*]
		Designation: Director
Signature of Witness: /s/ Low Pool Cai
Name: Low Pool Cai
NRIC:

SCHEDULE

(The Schedule and Inventory (if any) attached hereto are to be taken read and construed as an essential part of this Agreement.)

No.	Items	Particulars
1.	Date of Agreement	13 April 2022
2.	Description of Landlord Name NRIC Address	WOON CHUN YIN [*] [*]
3.	Description of Tenant Name Company Registration No. Address Contact No. Email	STARBOXTV SDN BHD Company Registration No. 201901026085 (1335414-P)
4.	Description of Demised Premises	VO2-08-12, V OFFICE, LINGKARAN SV, SUNWAY VELOCITY, 55100 KUALA LUMPUR.
5.	Term of Tenancy Commencement Date Termination Date	ONE (1) YEAR 01/05/2022 30/04/2023
6.	6.1 Month Rental 6.2 Payment of Rent 6.3 Government Taxes	RM6,800 (Ringgit Malaysia: SIX THOUSAND EIGHT HUNDRED ONLY) Payable in advance on/before 05TH day of each month and every succeeding month. The Tenant shall pay the Goods and Services Tax (GST) or Sales Service Tax (SST) or any other Taxes (if applicable).
7.	7.1 Security Deposit 7.2 Utility Deposit (if any)	RM13,600 (Ringgit Malaysia: THIRTEEN THOUSAND SIX HUNDRED ONLY) - equivalent to TWO (2)Months Rental RM6,800 (Ringgit Malaysia: SIX THOUSAND EIGHT HUNDRED ONLY)

SCHEDULE

(The Schedule and Inventory (if any) attached hereto are to be taken read and construed as an essential part of this Agreement.)

No.	Items	Particulars
8.	Use of Demised Premises	OFFICE AND ADMINISTRATIVE USE
9.	9.1 Fitting Out / Renovation Period 9.2 Renovation Plan (if any)	- The Tenant shall provide a copy of the Renovation Plan to and obtain the approval from the Landlord prior to the commencement of the Renovation works.
10.	Option to Renew	Two (2) Years with a revised rental rate base on the prevailing market rate.
11.	Mode of Payment	Name: [*] Bank: [*] Account No.: [*]

INVENTORY LIST

EX-10.9

Exhibit 10.9

Dated the day of 20 April, 2022

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TENANCY AGREEMENT

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BETWEEN

BERJAYA STEEL WORKS SDN BHD

[Company Registration No. 198401013663 (126211-D)]

(“The Landlord”)

AND

PAYBATS SDN. BHD.

[Company Registration No. 201901017982 (1327311-V)]

(“The Tenant”)

THE LANDLORD’S SOLICITORS

ELIZABETH TEH & CO.

Advocates & Solicitors

A-7-8, Block A, Gembira Park,
Jalan Riang, Happy Garden,
Off Jalan Kuchai Lama,

58200 Kuala Lumpur.

Tel: 012-687 2831

Email: etc0210@gmail.com

[Ref: 7327/22/TA/PSB/ETC(05)]

TENANCY AGREEMENT

AN AGREEMENT is made this day of ,2022

BETWEEN

BERJAYA STEEL WORKS SDN BHD [Company Registration No. 198401013663 (126211-D)], a company incorporated in Malaysia under the Companies Act, 1965 and having its business address at 191-5, 5th Floor, Wisma CKE, Jalan Lancang, Off Jalan Cheras, 56100 Kuala Lumpur (hereinafter referred to as the “Landlord”) of the one part;

AND

The party whose name and particulars are set out in Section 1 of Schedule A hereto (hereinafter referred to as the “Tenant”).

NOW IT IS HEREBY AGREED AS FOLLOWS:-

1.	DEFINITIONS AND INTERPRETATIONS
1.1	Definitions
1.1.1	In this Agreement, where the context so admits and unless it is otherwise expressly provided, the following words and expressions shall have the following meanings:-

“Appropriate Authorities”	means any federal, state or local government, semi or quasi-governmental or other statutory or authorities departments, agencies or regulatory bodies or having jurisdiction from time to time and at any time over a relevant matter;
“Month”	means a month in the Gregorian calendar commencing from the first day of such month and expiring on the last day of that month;
“Building”	means all parcels and common facilities at Phase 1A Shop Office including common property of Sunway Velocity development;
“Business Commencement Date”	means the date on which the Tenant shall commence its business at the Demised Premises as set out in Section 4(c)of Schedule A hereto;
“Commencement Date”	means the commencement date of the Tenancy as set out in Section 4(a) of Schedule A hereto;
“Common Property”	means:

(i)	corridors, passages, stairways, landings, fire escapes, exits, lobbies, toilets, courtyards and other parts of the Building and Land excluding the Demised Premises and other parcels or parts of the Building and/or the Land rented, leased, or used by or reserved for use, rent or lease by the Landlord;
(ii)	foundations, columns, beams support, outer walls and roof of the Building;
(iii)	central and appurtenant installations for services such as power, light, cold water (if any), public address and sound system (if any) fire sprinkler system and air-conditioning (if any) provided to the Building;

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(iv)	lifts, water closets, tanks, pumps motors, fans, compressors, fixtures, fittings, pipes, ducts and installations now or hereafter with other tenants or occupants of the Building or public;
(v)	so much of the Land as is not comprised in the Building or in any parcel therein and includes car parks, common walk ways internal roads/driveways, footpaths, pedestrian pathways, landscaped areas, drains, sewers, culverts, sumps, pipes, wires, cables, ducts, lightings and all other fixtures and fittings, structures and installations which are capable of being used or enjoyed by the Tenant in common with other tenants and/or occupants of the Building and/or other persons entitled to the use thereof; and
(vi)	such other areas of the Building and/or Land which the Landlord may designate from time to time as common property;

“Default Rate”	means the rate of interest being ten per centum (10%) per annum calculated on a daily basis;
“Demised Premises”	means all that piece and parcel of premises in the Building as described in Section 2 of Schedule A hereto;
“Deposits”	means the Security Deposit, the Utilities Deposit, Service Charge Deposit and Fit-Out Deposit;
“Fit-Out Guide”	means the manual to be obtained by the Tenant from the Landlord or Management Company for the purpose of Fitting Out Works which contains the guidelines and regulations, including any additional payments to the Landlord or the Building Management Company to be strictly complied with by the Tenant;
“Fit-Out Works”	means the necessary renovations, installation, fittings out works to be carried out by the Tenant at its own cost and expenses in the Demised Premises in accordance with the terms and conditions of the Fit-Out Guide supplied by the Landlord or the Building Management Company to the Tenant;
“Fixtures and Fittings”	means the fixtures and fittings set out in Schedule B hereto;
“SST”	means goods and service tax payable at the prescribed rate by the Tenant to the Landlord under the provisions of the Sales Tax Act 2018 and Services Tax Act, 2018;
“Land”	means all that piece and parcel of land comprised in the title upon which the Building is erected;
“Landlord”	means BERJAYA STEEL WORKS SDN BHD [Company Registration No. 198401013663 (126211-D)], a company incorporated in Malaysia under the Companies Act, 1965 and having its business address at 191-5, 5th Floor, Wisma CKE, Jalan Lancang, Off Jalan Cheras, 56100 Kuala Lumpur;
“Layout and Floor Plan”	means the plan of the Demised Premises and the layout of that floor of the Building where the Demised Premises is located as set out in Schedule E hereto;
“Building Management Company”	means any person or body corporate (whether related to the developer or otherwise) duly appointed by the developer to carry out the duties and functions of the developer in relation to the management and maintenance of the Common Property, Phase 1A Shop Office Common Facilities and such other services and facilities serving the development of Sunway Velocity and where the context permits shall include its servant and authorized agents.;

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“Rental” or “Rent”	means the rent specified in Section 5(a) of Schedule A hereto payable at the time set out in Section 5(b) of Schedule A hereto;
“Security Deposit”	means the sum specified in Section 6(a) of Schedule A hereto to be paid to the Landlord;
“Services”	means the maintenance and upkeep of the Common Property;
“Service Charge”	means the sum specified in Section 7(a) of Schedule A hereto or such other rate or sum which may be stipulated from time to time by the Developer or the Building Management Company;
“Service Charge Deposit”	means the sum specified in Section 6(c) of Schedule A hereto to be paid to the Landlord or Building Management Company;
“Fit-Out Deposit”	means the sum specified in Section 8 (a) of Schedule A hereto to be paid to the Building Management Company;
“Possession”	means possession of the Demised Premises for the purpose of fitting out which shall be delivered in the manner as provided under Clause 4.2 hereof
“Tenant”	means the party whose name and particulars are set out in Section 1 of Schedule A hereto;
“Term”	means the term of the tenancy as set out in Section 3 of Schedule A hereto;
“Utilities Deposit”	means the sum stipulated in in Section 6(b) of Schedule A hereto to be paid to the Landlord.

1.2	Interpretation
1.2.1	In this Agreement unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided :-

1.2.1.1	words importing the singular include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter gender and vice versa;
1.2.1.2	a period of days from the happening of any event or the doing of any act or thing shall be deemed to be inclusive of the day on which the event happens or the act or things is done and if the commencement day or last day of the period is not a Business Day the period shall exclude such non-Business Day;
1.2.1.3	the expression “Ringgit Malaysia” and the abbreviation “RM” shall mean the lawful currency of Malaysia;
1.2.1.4	any payment of any monies due from the Tenant under this Agreement shall be made by local bankers’ cheque or bank draft or cheque or bank transfer or cash. Where payment is made by the banker’s cheque or bank draft it shall be deemed to have been made on the day the Landlord receives the bankers cheque or bank draft and where the payment is made by cheque such payment shall be deemed to be made on the third (3rd) Business Day from the date or receipt of the cheque by the Landlord SUBJECT always to clearance for payment thereof;
1.2.1.5	the headings and sub-headings in this Agreement are inserted for convenience and ease of reference only and shall not in any way define, limit, construe or describe the scope of intent of the terms, conditions and clauses of this Agreement nor shall it in any way affect the construction and interpretation of the provisions of this Agreement;

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1.2.1.6	any reference to statutes, ordinances or regulations shall include any statutes, ordinances or regulations and all subordinate or other legislation whether amending, consolidating or replacing the same or otherwise;
1.2.1.7	where in this Agreement, the doing or executing of any act, matter or thing by the Tenant is dependent or conditional upon the consent or approval or permission of the Landlord, such consent or approval or permission shall be in writing and may be given or withheld by the Landlord at its absolute discretion;
1.2.1.8	any covenant by the Tenant not to do an act or thing shall be deemed to include an obligation not to permit or suffer such act or thing to be done by any servant, agent, employee, contractor, invitee or any other person claiming through or under the Tenant;
1.2.1.9	no contra proferentum rule shall apply to the disadvantage of the party preparing this Agreement of any part thereof;
1.2.1.10	the schedules annexures and appendices hereto shall be read and construed as at integral part of this Agreement.

2.	GRANT OF TENANCY
2.1	Grant of Tenancy

2.1.1	The Landlord agrees to let and the Tenant agrees to take on let the Demised Premises described in Section 2 of Schedule A hereto together with the Fixtures and Fittings (if any) set out in Schedule B hereto for the Term set out in Section 3 of Schedule A hereto commencing from the Commencement Date set out in Section 4(a) of Schedule A hereto and expiring on the date set out in Section 4(b) at the Rent set out in Section 5(a) of Schedule A hereto payable in advance at the time set out in Section 5(b) of Schedule A hereto.
2.2	“As is where is” Basis
2.2.1	The Tenant hereby declares that the Tenant has inspected the Demised Premises, the Layout and Floor Plan, the boundaries of the Demised Premises marked by the Landlord and its specifications and is satisfied with the existing state ad condition of the Demised Premises and agrees to take the tenancy of the Demised Premises on an “as is where is” basis and upon the terms and conditions set out in this Agreement.
2.3	Common Property
2.3.1	The Tenant acknowledges that the Common Property does not form part of the Demised Premises and the Tenant’s use and enjoyment of the Common Property shall be in common with other persons and any such use by the Tenant shall be subject to such conditions imposed by the Developer and/or the Building Management Company. For the avoidance of doubt the Developer and/or the Building Management Company shall be entitled at any time and from time to time to exclude or suspend any part of the Common Property for use by the Tenant and the Developer and/or the Building Management Company may use any part of the Common Property for such purpose and in such manner as the Developer and/or the Building Management Company deems fit whether or not to the exclusion of the Tenant.
2.3.2	The term “Common Property” under this Agreement shall not have the same meaning described to “common property” under the Strata Titles Act, 1985.
2.4	Measurement of Demised Premises and Layout and Floor Plan
2.4.1	The Tenant declares and agrees that :

2.4.1.1	the measurements and boundaries of the Demised Premises are believed to be correct;
2.4.1.2	the Tenant has been offered the opportunity by the Landlord to verify the measurements and boundaries of the Demised Premises;
2.4.1.3	the Tenant accepts the measurement and boundaries of the Demised Premises as correct and agrees to the Rent as set out in Section 5(a) of Schedule A hereto;
2.4.1.4	the layout of the floor in which the Demised Premises is situate or the layout of other floors of the said Building may be changed at the absolute discretion of the Landlord at any time and from time to time;
2.4.1.5	any error or misstatement as to the description of the area of the Demised Premises or any changes to the Layout and Floor Plan shall not be given the Tenant on entitlement to any reduction of the Rent nor shall such error or misstatement or changes to the Layout and Floor Plan made at any time and from time to time annul the tenancy granted herein or entitle the Tenant to terminate this Agreement.

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2.5	Failure to Occupy
2.5.1	In the event the Tenant shall fail to commence business at the Demised Premises on the Business Commencement Date set out in Section 4(c) of Schedule A hereto or any extension of time as may be allowed by the Landlord in writing, the Landlord shall be entitled to terminate this Agreement at any time thereafter by not less than Seven (7) days’ notice in writing whereupon :

2.5.1.1	the Deposits shall be forfeited absolutely to the Landlord without prejudice to the Landlord’s rights to claim further damages incurred by the Landlord; and
2.5.1.2	the Landlord shall be entitled and be at liberty without reference to the Tenant to deal with, let, demise, lease or dispose the Demised Premises at the Landlord in its absolute discretion deems fit;
2.5.1.3	the Landlord shall be entitled and authorized at the costs of the Tenant to :

2.5.1.3.1	dismantle, demolished, remove and dispose the Fit-Out Works as garbage; and
2.5.1.3.2	reinstate the Demised Premises to its original state and condition; and
2.5.1.3.3	remove all goods, possessions, objects, articles, equipment, machineries and other effects found or located or stored in the Demised Premises (hereinafter referred to as the “Tenant’s Items”) and store the Tenant’s Items at any place or warehouse as the Landlord deems fit at the cost and expenses of the Tenant and if at the expiry of Thirty (30) days from the date of notice by the Landlord to the Tenant to remove or collect the Tenant’s Items, the Tenant fails, refuses and/or neglects to collect the Tenant’s Items and pay for the costs and expenses incurred by the Landlord in dismantling, demolishing, removing and disposing the Fit-Out Works, reinstating the Demised Premises to its original state and condition and storage of the Tenant’s Items the Landlord shall be at liberty to sell and/or auction off the Tenant’s Items and use the proceeds thereof to pay for the costs and expenses of storage and disposal/sale/auction and all sums owing by the Tenant to the Landlord including damages payable by the Tenant to the Landlord and the balance thereof (if any) shall be paid to the Tenant free of interest;

2.5.1.3.4 the Tenant agrees that the Tenant’s Items may be sold by the Landlord at such price as it deems fit and the Tenant hereby irrevocably declares that it shall be bound by the sale price and shall not on any account whatsoever challenge the sale price on the ground that it does not represent a fair and adequate market value or that the Landlord has no authority to sell the Tenant’s items.

2.5.2	Nothing herein shall impose any obligation on the Landlord to carry out all or any of the acts set out in Clause 2.5.1.3 hereof and if the Landlord in its absolute discretion decides not to dismantle, demolish, remove or dispose the Fit-Out Works, the Landlord shall not be required to pay to the Tenant any sum, whether as compensation or reimbursement or otherwise, for the Fit-Out Works and upon termination of this Agreement pursuant to Clause 2.5.1 hereof the Fit-Out Works shall be deemed to belong to the Landlord absolutely.
3.	SECURITY DEPOSIT/UTILITIES DEPOSIT/SERVICE CHARGE DEPOSIT
3.1	Security Deposit
3.1.1	Upon execution of this Agreement and prior to occupation of the Demised Premises the Tenant shall pay to the Landlord the Security Deposit of the amount set out in Section 6(a) of Schedule A hereto as security for the due and punctual observance and performance of the Tenant’s obligations under this Agreement which Security Deposit may be increased at any time and from time to time at the absolute discretion of the Landlord.
3.1.2	The Security Deposit shall be maintained in the amount stipulated in Section 6(a) of Schedule A or such increased amount as may be stipulated by the Landlord at any time and from time to time and the Tenant shall not be entitled to treat the Security Deposits as Rent or set-off the Security Deposit against any Rent or arrears of Rent or other payments due or payable to the Landlord by the Tenant.

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3.2	Appropriation of Security Deposit
3.2.1	If the Tenant fails to punctually observe and/or perform its obligations under this Agreement and/or the Tenant is in breach and/or default of any provisions of this Agreement the Landlord may in its absolute discretion apply/appropriate so much of the Security Deposit as it thinks fit to make good and/or to compensate it for loss or damage sustained or suffered by the Landlord due to or arising from such breach. Any appropriation by the Landlord shall not be deemed to be a waiver of the Landlord’s claim for any outstanding monies owing by the Tenant to the Landlord and/or other remedies or rights conferred upon the Landlord in law or in equity or under this Agreement in respect of the Tenant’s breach and/or default and shall not in any way prejudice any other remedies and/or rights of the Landlord arising from such breach and/or default by the Tenant.
3.3	Maintenance and Reinstatement of Security Deposit
3.3.1	If the Security Deposit or any part thereof is appropriated by the Landlord the Tenant shall within seven (7) days of demand by the Landlord reinstate the Security Deposit by paying the Landlord the amount so appropriated by the Landlord.
3.3.2	It shall be deemed a material breach of the terms of this Agreement in the event of a breach of Clause 3.3.1 hereof.
3.4	Utilities Deposit
3.4.1	Upon execution of this Agreement and prior to occupation of the Demised Premises the Tenant shall pay to the Landlord the Utilities Deposit of the amount set out in Section 6(b) of Schedule A hereto as security for the due and punctual settlement of bills and invoices for electricity supply, telephone, water, conservancy, sewerage (including Indah Water payments) and other public utilities (if any),which Utilities Deposit may be increased at any time and from time to time at the discretion of the Landlord.
3.4.2	The Utilities Deposit shall be maintained in the amount stipulated in Section 6(b) of Schedule A or such increased amount as may be stipulated by the Landlord at any time and from time to time and the Tenant shall not be entitled to treat the Utilities Deposit as payment of utilities bills or invoices or set-off the Utilities Deposit against any bills or invoices for utilities or other payments due or payable to the Landlord by the Tenant.
3.5	Appropriation of Utilities Deposit
3.5.1	If the Tenant fails to punctually observe and/or perform its obligations under this Agreement and/or the Tenant is in breach and/or default of any provisions of this Agreement and/or the Tenant fails to settle any bills with regard to electricity supply, telephone, water, conservancy, sewerage (including Indah Water payments) and other public utilities (if any) and/or Service Charges the Landlord may in its absolute discretion apply/appropriate so much of the Utilities Deposit as it thinks fit to settle the same. Any appropriation by the Landlord shall not be deemed to be waiver of the Landlord’s claim for any outstanding monies owing by the Tenant to the Landlord and/or other remedies or rights conferred upon the Landlord in law or in equity or under this Agreement in respect of the Tenant’s breach and/or default and shall not in any way prejudice any other remedies and/or rights of the Landlord arising from such breach and/or default by the Tenant.
3.6	Maintenance and Reinstatement of Security Deposit
3.6.1	If the Utilities Deposit or any part thereof is appropriated by the Landlord the Tenant shall within seven (7) days of demands by the Landlord reinstate the Utilities Deposit by paying the Landlord the amount so appropriated by the Landlord.
3.6.2	It shall be deemed a material breach of the terms of this Agreement in the event of a breach of Clause 3.6.1 hereof.
3.7	Service Charge Deposit (if applicable)
3.7.1	Upon execution of this Agreement and prior to occupation of the Demised Premises the Tenant shall pay to the Landlord the Service Charge Deposit of the amount set out in Section 6(c) of Schedule A hereto, if applicable, as security for the due and punctual payment of Service Charge, which Service Charge Deposit may be increased at any time and from time to time at the discretion of the Landlord in the event the Service Charge has been increased by the Developer and/or the Building Management Company on the Landlord.
3.7.2	The Service Charge Deposit, if applicable, shall be maintained in the amount stipulated in Section 6(c) of Schedule A or such increased amount as may be stipulated by the Landlord at any time and from time to time and the Tenant shall not be entitled to treat the Service Charge Deposit as payment of Service Charge or set-off the Service Charge Deposit against the Service Charge or arrears of Service Charge or payments due or payable to the Landlord by the Tenant.

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3.8

Appropriation of Service Charge Deposit

3.8.1

If the Tenant fails to punctually observe and/or perform its obligations under this Agreement and/or the Tenant is in breach and/or default of any provisions of this Agreement and/or the Tenant fails to settle Service Charge, if applicable, and/or any bills or invoices with regard to electricity supply, telephone, water, conservancy, sewerage (including Indah Water payments) and other public utilities (if any) the Landlord may in its absolute discretion apply/appropriate so much of the Service Charge Deposit, if applicable, as it thinks fit to settle the same. Any appropriation by the Landlord shall not be deemed to be a waiver of the Landlord’s claim for any outstanding monies owing by the Tenant to the Landlord and/or other remedies or rights conferred upon the Landlord in law or in equity or under this Agreement in respect of the Tenant’s breach and/or default and shall not in any way prejudice any other remedies and/or rights of the Landlord arising from such breach and/or default by the Tenant.

3.9	Maintenance and Reinstatement of Service Charge Deposit
3.9.1	If the Service Charge Deposit or any part thereof is appropriated by the Landlord the Tenant shall within seven (7) days of demand by the Landlord reinstate the Service Charge Deposit by paying the Landlord the amount so appropriated by the Landlord.
3.9.2	It shall be deemed a material breach of the terms of this Agreement in the event of a breach of Clause 3.9.1 hereof.
3.10	Interchangeability of Deposits
3.10.1	The Security Deposit and the Utilities Deposit and the Service Deposit (if applicable) may be utilized or appropriated or forfeited interchangeably by the Landlord at the Landlord’s discretion against any and all moneys due from the Tenant to the Landlord under this Agreement and/or outstanding payments due to the utilities company.
3.10.2	The Tenant shall not have any of the rights and/or power conferred on the Landlord pursuant to Clause 3.10.1 hereof.
3.11	Assignment of Deposits
3.11.1	The Tenant shall not be entitled and is absolutely prohibited from assigning, charging, pledging or in any way encumbering the Deposits.
3.11.2	The Landlord shall be entitled to assign or transfer the Deposits in whole or in part to any person body company or financial institution whether as security or otherwise.
3.12	Forfeiture of Deposits
3.12.1	Notwithstanding any provisions to the contrary in the event the Tenant is in breach and/or in default and/or fails to observe or comply with any terms and conditions of this Agreement the Landlord shall be entitled to forfeit the Deposits in addition to any other rights or remedy under this Agreement or available to the Landlord in law or in equity to recover all outstanding Rent, service charges, outstanding utilities bills/invoices, damages and other sums due or owing by Tenant to the Landlord under this Agreement.
3.13	Refund of Deposits
3.13.1	Upon the expiry of this Agreement and PROVIDED that the Tenant is not in breach of this Agreement or indebted or otherwise liable to the Landlord for non-observance or non-performance of any of the Tenant’s obligations under this Agreement and SUBJECT to the Tenant redelivering vacant possession of the Demised Premises to the Landlord in good and tenantable repair and in accordance with Clause 10.5.1.2 hereof and delivering the receipts evidencing settlement of electricity, water and sewerage (Indah Water) payments/invoices up to the day of delivery of vacant possession of the Demised Premises to the Landlord in the manner set out in this Agreement, the Deposits shall be refunded free of interest to the Tenant within fourteen (14) days of compliance of the above.

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4.	RENT
4.1	Payment of Rent
4.1.1	The Tenant shall during the term of this tenancy, whether formally demanded or not, promptly and punctually pay to the Landlord the Landlord the Rent set out in Section 5(a) of Schedule A hereto monthly in advance at the time and in the manner set out in Section 5(b) of Schedule A hereto free of all deductions except that the first of such Rent shall be paid upon execution of this Agreement and if the Commencement Date does not fall on the first day of a calendar month, then the first of such payment payable by the Tenant to the Landlord upon execution of this Agreement shall be the aggregate of the rent payable for :

4.1.1.1	the period computed from the Commencement Date until the end of that calendar month, pro- rated accordingly to the Rent; and
4.1.1.2	the full Rent payable for the following calendar month.

4.1.2	In the event the Tenant shall fail to pay the Rent within the time stipulated in Section 5(b) of Schedule A hereto the Tenant shall be additionally liable to pay to the Landlord interest at the rate of ten per centum (10%) per annum on the amount of Rent outstanding without prejudice to any other rights or remedy which the Landlord may have against the Tenant under this Agreement.
4.2	Rent Free Period
4.2.1	Before the Commencement Date and subject to the execution of this Agreement, the Landlord shall permit and grant the Tenant a licence enter into the Demised Premises to attend to the preliminary renovation works (hereinafter referred to as “Possession”). No Rent is payable by the Tenant to the Landlord during this period of time.
4.2.2	Notwithstanding to the POSSESSION of the Demised Premises shall be delivered by the Landlord to the Tenant from the period as set out in Section 8(c) of Schedule A SUBJECT ALWAYS to the following:-

4.2.2.1	prior execution of this Agreement;
4.2.2.2	Landlord or Building Management Company’s approval of the Tenant’s fitting out plans, which such approval shall not be unreasonably withheld; and
4.2.2.3	settlement of the Rent for the first (1st) month of the Term, the Security Deposit, the Utilities Deposit and the Fit-Out Deposit.

4.2.3	The Landlord hereby agrees to grant the Tenant during the Fit-Out Period as set out in Section 8(d) of Schedule A, rent free for fit out purposes which shall be commence from the date for Commencement of Fit- Out Works as set out in Section 8(c) of Schedule A of the Demised Premises by the Tenant.
4.2.4	The Fit-Out Deposit as set out in Section 8(a) of Schedule A shall be refunded by the Building Management Company to the Tenant upon completion of the renovation works PROVIDED ALWAYS THAT the renovation works have been approved by the Landlord or the Building Management Company (such approval shall not be unreasonably withheld) and SUBJECT ALWAYS to the rights of the Building Management Company to deduct any part of the Fit-Out Deposit to cover any expenses incurred by the Landlord to rectify any damage to the Building caused by the renovation works.
4.2.5	The Tenant shall comply with all the relevant rules and regulations of the Building Management Company in the carrying out of the fitting-out works.
4.3	Increase of Rent
4.3.1	In the event the quit rent or assessment or property taxes or rates or other imposition of a like nature by whatever name called payable to the Appropriate Authorities in respect of the Demised Premises or the Building or the Land is/are increased at any time during the term of the tenancy the Landlord shall have the absolute right to increase the Rent or require the Tenant to pay for such increase in municipal or other rates, assessments or property tax or other imposition of a like nature by whatever name called over and above the amount levied and/or imposed at the commencement of the Term as may be apportioned (if necessary) by the Landlord.
4.4	Sales and Service Tax (SST)
4.4.1	Where SST or any tax of a similar nature is required to be paid by the Landlord to the Appropriate Authorities in respect of any sums payable by the Tenant to the Landlord or the Managing Agent such amount of SST or other tax at the prescribed rate shall be borne by the Tenant and shall be paid in advance together with the Rent and other sums payable by the Tenant to the Landlord provided that a tax invoice shall be issued to the Tenant.

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5.	SERVICE CHARGES (IF APPLICABLE)
5.1	Payment of Service Charge
5.1.1	During the terms of this tenancy and in addition to the Rent, the Tenant shall pay to the Developer and/or Building Management Company monthly in advance the Service Charge, if applicable as set out in Section 7(a) of Schedule A hereto, if applicable, at the time and in the manner ser out in Section 7(b) of Schedule A hereto free of all deductions except that the first of such Service Charge shall be paid upon execution of this Agreement and if the Commencement Date does not fall on the first day of a calendar month, then the first of such payment payable by the Tenant to the Developer and/or Building Management Company upon execution of this Agreement shall be the aggregate of the Service Charge payable for:

5.1.1.1	the period computed from the Commencement Date until the end of that calendar month, pro- rated accordingly to the monthly Service Charge; and
5.1.1.2	the full Service Charge payable for the following calendar month.

5.1.2	In the event the Tenant shall fail to pay the Service Charge, if applicable, within the time stipulated in Section 7(b) of Schedule A hereto the Tenant shall be additionally liable to pay to the Landlord interest at the rate of ten per centum (10%) per annum on the amount of Service Charge outstanding without prejudice to any other rights or remedy which the Landlord may have against the Tenant under this Agreement;
5.2	Increase in Service Charge
5.2.1	The Landlord and/or the Building Management Company shall be entitled in its absolute discretion to increase the Service Charge, if applicable, at any time and from time to time by giving notice in writing to the Tenant and the increased Service Charge shall be payable as from the date specified in the notice.
5.3	Building Management Company
5.3.1	The Developer and/or Building Management Company may in its absolute discretion at any time and from time to time appoint any person, body or corporation or any party to carry out any of the services and maintenance of the Common Property.

The Developer and/or the Building Management Company shall be entitled at any time and from time to time to impose any rules and regulations for the use of the Demised Premises, the Building, the Common Property, the Land or the facilities and the Tenant shall comply with such rules and regulations in default of which it shall be deemed to be breach of this Agreement entitling the Landlord to terminate this Agreement.

5.3.2	It shall be the obligation of the Tenant to check with the Developer and/or the Building Management Company on the latest rules and regulations in force in respect of the use of the Demised Premises, the Building, the Common Property and the Land.
5.4	Payment for Utilities
5.4.1	The Tenant shall promptly and punctually pay for the water, electricity, sewerage (Indah Water) and telephone bills (hereinafter referred to as “All the Utilities”) as and when the same falls due, such payment(s) shall be made within seven (7) days of receipt of the invoice/billing issued by the Landlord to the Tenant.
5.4.2	The Tenant shall be responsible for the payment of all the utilities charges for the Demised Premised with effect from the date of Commencement of the Fit-Out Works.
5.4.3	The Tenant acknowledges that :

5.4.3.1	the water, electricity supply is/are issued by the utilities companies/bodies to the Landlord under a bulk meter; and
5.4.3.2	the Tenant would have to bear a proportion amount of water and electricity supply to the Demised Premises and Indah Water charges.

5.4.4 The Tenant shall maintain and keep secure at all times the meters, switches and other fittings relating to the supply and use of the utilities aforesaid by the Tenant and the Tenant shall wholly responsible for any damage caused therefor and shall fully indemnify the Landlord against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof.

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5.4.5	If applicable and in the event the Tenant shall require gas for the carrying out of its business, the Tenant shall enter into separate agreement directly with the supplier licensed by the Appropriate Authority
5.5	No liability for non-supply or interruption of Utilities
5.5.1	The Landlord shall not be held liable to the Tenant for failure to provide and/or any interruption to the supply of water, electricity, gas (if any), sewerage and other services to the Demised Premises or the Building or any part thereof, as the case may be for any reason whatsoever other than due to the Landlord’s failure to settle the bulk meter bills.
6.	FITTING OUT
6.1	Fit-Out Deposit
6.1.1	Simultaneously with the execution of this Agreement the Tenant shall pay to the Building Management Company :

6.1.1.1	The Fit-Out Deposit of the amount as stipulated in Section 8(a) of Schedule A hereto as security for the due observance and performance of the Tenant’s covenants set out herein; and
6.1.1.2	the bills/invoices for water, electricity and Indah Water charges.

6.2 Fit-Out Works

Preliminary

6.2.1 Prior to the carrying out of the Fit-Out Works the Tenant shall forward the following to the Landlord or the Landlord’s authorized representative including the Landlord’s architects, engineers, consultants and designers appointed by the Landlord or the Building Management Company for approval:

6.2.1.1	detailed plans and specifications for the proposed Fit-Out Works to the Demised Premises including a detailed internal layout plan, structural plan, mechanical and electrical engineering plan and interior and exterior design plan complete with building specifications of the Fit-Out Works showing the floors, walls and ceiling decoration, shop sign and shop front. Where the Fit- Out Works requires approval from the Appropriate Authorities the plans drawings and specifications must first be approved by the Landlord prior to the submission to the Appropriate Authorities for approval. For the avoidance of doubt it shall be the obligation of the Tenant to ensure that the Fit-Out Works are safe and comply with all statutory requirements, policies and guidelines and the Landlord’s approval is solely for the Landlord to satisfied itself that the design layout and specifications is/are appropriate and acceptable to the Landlord having regard to the concept and image of the Building;
6.2.1.2	the proposed work schedule from commencement to completion of the Fit-Out Works;
6.2.1.3	the particulars of the Tenant’s contractors, servants, employees and agents carrying out or overseeing the Fit-Out Works;
6.2.1.4	the name, particulars and contact of the person in charge of the Fit-Out Works;
6.2.1.5	a copy of the Public Liability insurance of such insured amount as may be required by the Landlord and Workman Compensation insurance and the receipts of payment of premium;
6.2.1.6	such other information or documents required by the Landlord or the Managing Agent from time to time.

6.2.2

If the Tenant shall require electricity supply in excess of the Landlord’s existing supply arrangement the Tenant shall obtain the prior written consent of the Landlord and any costs and expenses incurred in the Landlord accommodating the Tenant’s request for such additional electricity supply including any payments to Tenaga Nasional Berhad and all costs and expenses for such alteration or installation shall be borne by the Tenant. The Tenant shall be liable for any damages or loss suffered by the Landlord arising from such alteration or installation aforesaid.

6.2.3

The Tenant shall be responsible for all costs and expenses incurred for the Fit-Out Works and where the Landlord is required to sign and/or submit to the Appropriate Authorities any application forms drawings plans or other documents as proprietor of the Land/Building all costs and expenses incurred by the Landlord including all fees payable to the Appropriate Authorities and the Landlord’s consultants shall be borne by the Tenant.

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6.2.4

Any amendments to be the Fit-Out Works required by the Appropriate Authorities must be re-submit to the Landlord for approval;

6.2.5

The Tenant shall commence and carry out the Fit-Out Works not later than the time stipulated in Section 8 (c) of Schedule A hereto or such extension of time as the Landlord may grant in writing and in the event the Tenant shall fail or is unable to commence the Fit-Out Works within the stipulated time or such extension of time granted by Landlord in writing for any reason whatsoever including the failure to obtain the requisite approval(s) from the Appropriate Authorities the Landlord shall be entitled to terminate this Agreement whereupon the provisions of Clause 6.3.2 hereof shall apply.

Carrying out Fit-Out Works

6.2.6	Until the Fit-Out Works are completed, the Tenant shall ensure that the Demised Premises shall be hoarded and shield off from the view of public by decorative panels approved by the Landlord and all costs and expenses incurred therewith shall be borne by the Tenant absolutely.
6.2.7	In carrying out the Fit-Out Works the Tenant shall observe and comply with the following:

6.2.7.1	comply with all rules, guidelines and directives as may be specified from time to time by the Landlord and/or the Building Management Company;
6.2.7.2	carry out the Fit-Out Works in a good and professional manner and in compliance with all laws and regulations and within the time allowed by the Landlord or the Building Management Company for carrying out the Fit-Out Works;
6.2.7.3	ensure its contractors and sub-contractors comply with the instructions and directives of the Landlord and/or the Building Management Company;
6.2.7.4	ensure that the Fit-Out Works are done safely and would not pose any danger to the Tenant’s workers or contractors or other tenants and their invitees;
6.2.7.5	ensure that all partitions, installation, designs, decorations, signs and other works are within the boundaries of the Demised Premises and does not encroach onto the adjoining parcel or space or Common Property;
6.2.7.6	construct and complete the Fit-Out Works in accordance with the plans drawings and specifications as approved by the Landlord and the Appropriate Authorities (if applicable) and ensure that the Fit-Out Works when completed would be fit and safe for occupation;
6.2.7.7	use only non-combustible and non-carcinogenic material and on harmful materials for the Fit-Out Works;
6.2.7.8	at all times to keep the Demised Premises, the Building, Common Property, staircase, landing, passageway, corridors and lift clean and tidy and not store or place any materials anywhere outside the Demised Premises;
6.2.7.9	remove all waste, debris and unwanted building materials to the central refuse collection point identified by the Landlord in default of which the Landlord or the Building Management Company shall be entitled (but not obliged) to carry the same to the central refuse point and the costs shall be borne by the Tenant;
6.2.7.10	not to maim, penetrate, puncture, disturb, damage or do any act or thing which would affect or likely to affect the structure or column or pillars or beam of the Building or the Demised Premises or Common Property or do any act or thing which would or might damage any adjoining or neighboring building(s);
6.2.7.11	not to carry out or permit or suffer any illegal and/or unlawful acts from taking place in the Demised Premises or the Building or Common Property;
6.2.7.12	not to employ or engage whether on full time or part time any non-citizens without the appropriate immigration entry papers and working permit/pass/visa;
6.2.7.13	not to cause any inconvenience, nuisance or damage of any kind to any tenant, lessee or owner of any adjoining or neighbouring property(ies) or their invitees;
6.2.7.14	not to make excessive noise in carrying out the Fit-Out Works and if such noise is inevitable the Tenant shall stop or cause to be stopped the Fit-Out Works until such time as is appropriate for the Fit-Out Works to resume;

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6.2.7.15	not to carry out the Fit-Out Works outside the permitted hours stipulated by the Landlord or the Building Management Company;
6.2.7.16	not to permit or suffer its contractors or sub-contractors or their workers to sleep or cook in the Demised Premises.

6.2.8 The Tenant shall :

6.2.8.1	bear all costs and expenses incurred in connection with any Fit-Out Works;
6.2.8.2	bear the costs and expenses incurred to repair and make good any damage caused to the Building, Common Property and the Land;
6.2.8.3	be solely responsible for the security of the Demised Premises and its construction materials, equipments and other materials and on no account whatsoever shall the Landlord and/or the Building Management Company be responsible or liable for the loss of any construction material, equipment and other materials;
6.2.8.4	bear all costs and expenses for the installation of any additional fire sprinklers and/or compliance with fire protection regulations. For the avoidance of doubt the Tenant shall bear all costs and expenses incurred in the relocation of any existing fire sprinklers or fire protection installations and any damage to such fire sprinklers or fire protection installations during the Fit-Out Works shall be borne by the Tenant;
6.2.8.5	be responsible for any injury or death caused to the Tenant’s contractors sub-contractors or their workers or other tenants or lessee and/or their invitees and any other persons present in the Building or in its vicinity whether authorized to enter or not.

Inspection

6.2.9	The Landlord and/or the Building Management Company shall after giving reasonable notice, whether by itself or together with its consultants, agents or duly authorized representatives be entitled to enter the Demised Premises at any time to inspect the Fit-Out Works and/or to ascertain the progress of the Fit-Out Works and/or to ascertain that the Fit-Out Works are executed in accordance with the plans approved by the Landlord and the Appropriate Authorities (if applicable) and in compliance with the terms of this Agreement.
6.2.10	Where it appears to the Landlord that the Fit-Out Works are not carried out in accordance with the terms of this Agreement and/or not in accordance with the approved Fit-Out Works plans or specification and/or not in accordance with the Appropriate Authority’s approval and/or has encroached onto the adjoining parcel/space and/or Common Property the Landlord shall be entitled to compel the Tenant to demolish or dismantle or to carry out works to rectify the works so as to be in compliance with the plans approved by the Landlord and the Appropriate Authorities (if applicable) at the sole cost and expense of the Tenant and ensure that all such works are within the boundary of the Demised Premises failing which the Landlord is entitled and authorized (but is not obliged) to carry out the above on behalf of the Tenant at the Tenant’s costs and expense.
6.2.11	If the Landlord considers it necessary or expedient due to any material default by the Tenant of the terms of this Agreement in respect of the Fit-Out Works and if a mutual agreement could not be reached between the Landlord and the Tenant the Landlord may be notice in writing to the Tenant withdraw or suspend the licence granted to the Tenant under this Agreement whereupon :

6.2.11.1	the Landlord and/or the Manager and/or Building Management Company shall be entitled to enter the Demised Premises at will;
6.2.11.2	in the event of suspension :

6.2.11.2.1	the Tenant’s right to enter the Demised Premises, the Building and the Common Property shall be suspended until the suspension is lifted by the Landlord and written notice given by the Landlord to the Tenant of the lifting of the suspension;
6.2.11.2.2	the Fit-Out Period shall be extended and where no Fit-Out Fee is charged or the Fit- Out Fee is less than the Rent a licence fee for the extended period shall then be charged at the same rate as the Rent;
6.2.11.2.3	the Landlord shall entitled to impose such conditions as the Landlord deems fit for the compliance by the Tenant before the suspension is lifted;
6.2.11.2.4	in the event the Tenant shall fail to comply with the conditions imposed by the Landlord within the time stipulated by the Landlord, the Landlord shall be entitled to withdraw the licence granted by the Landlord to the Tenant to carryout the Fit- Out Works whereupon the provisions of Clause 6.2.11.3 hereof shall apply.

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6.2.11.3 in the event of the withdrawal of the licence granted by the Landlord to the Tenant to carryout the Fit-Out Works this Agreement shall terminate whereupon :

6.2.11.3.1	the Tenant shall at its own cost and expense peaceably reinstate the Demised Premises to its original condition and hand over vacant possession of the Demised Premises to the Landlord;
6.2.11.3.2	the Tenant shall at its own cost and expense make good any damage caused to the Demised Premises or the Building or the Common Property or the Land;
6.2.11.3.3	remove all debris and construction materials and equipment from the Demised Premises and ensure that the Demised Premises, the Building, the Common Property and the Land is/are cleaned and cleared of all debris and construction materials of the Tenant or its contractors or sub-contractors;
6.2.11.3.4	the Tenant shall pay to the Landlord a licence fee less the Fit-Out Fee from the date of this Agreement until the termination of this Agreement and full compliance of Clause 6.2.11.3.1 to 6.2.11.3.4 hereof at the rate of the Rent .

Completion of Fit-Out Works

6.2.12	The Fit-Out Works shall be completed in accordance with the terms of this Agreement within the Fit-Out Period as set out in Section 8(d) of Schedule A hereto.
6.2.13	Upon completion of the Fit-Out Works :

6.2.13.1	the Tenant shall give written notice to the Landlord of such completion and the Landlord and/or the Manager shall be entitled (but is not obliged) to inspect the Demised Premises to verify the compliance of the terms of this Agreement by the Tenant; and
6.2.13.2	the Tenant shall ensure that the Demised Premises, the Building, the Common Property and the Land are cleaned and tidied and all waste, debris and unused building materials and other materials in the Demised Premises, the Building, the Common Property and the Land are removed and cleared.

6.2.14 Where the Landlord is satisfied that the Tenant has complied with all its obligations with respect to the Fit- Out Works and all sums payable to the Landlord has been paid in full, the Fit-Out Deposit shall be refunded free of interest to the Tenant SUBJECT to deduction of any sum or sums as may be necessary to make good any damage caused by the Tenant or its contractors or sub-contractors and any costs incurred by the Landlord or the Manager arising from a failure of the Tenant to comply with the terms of this Agreement and/or the rules, guidelines and directives imposed in respect of Fit-Out Works.

Indemnity

6.2.15

The Tenant shall indemnify and keep the Landlord fully indemnified and save harmless against all actions, claims, demands, losses, damage, cost and expenses which the Landlord and/or the Manager may become liable as a consequence of or connected with the execution of the Tenant’s Fit-Out Works and/or any acts, omission or negligence of the Tenant, its contractors, sub-contractors, agents, servants, employees, consultants and/or invitees during the Fit-Out Period or otherwise.

6.2.16

The Tenant hereby expressly agrees that any approval given by the Landlord for the Fit-Out Works, plans, drawings or specifications of the Fit-Out Works or any amendments thereto required by the Landlord shall not in any manner whatsoever release the Tenant of any liability to or its indemnity given to the Landlord and/or the Manager hereunder. In addition the Tenant further agrees that the Landlord shall not be held responsible or liable in any manner whatsoever for any personal injury, death, loss or damage to property or otherwise suffered by any person including the Tenant caused directly or indirectly:

6.2.16.1

by the execution of the Fit-Out Works; and/or

6.2.16.2

any approvals or consent given or any amendments or variations required by the Landlord in respect of any Fit-Out Works; and there shall not in any way or on any account whatsoever be imputed upon the Landlord any liability and it is hereby expressly agreed that it shall be the sole responsibility and obligation of the Tenant to ensure that the Fit-Out Works are and will be safe and will not cause any harm or bodily injury to any person or damage to any property.

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6.3	Licence
6.3.1	Subject to the Tenant having paid the Fit-Out Deposit and the Fit-Out Fee and the Deposits and the Service Charge, if applicable, and Rent in advance, the Landlord shall let the Tenant to take possession of the Demised Premises as a licensee of the Landlord for the Fit-Out Period for the purpose of completing the Fit- Out Works pending commencement of the tenancy hereby created.
6.3.2	In the event the Tenant :

6.3.2.1	fails, refuse and/or neglect to take delivery or accept delivery of the Demised Premises for the purpose of carrying out the Fit-Out Works within fourteen (14) days of the Landlord’s request to the Tenant to do so; or
6.3.2.2	fails, refuse and/or neglect to pay Deposits or the Service Charges or the advance Rent or the Fit- Out Deposit or the Fit-Out Fee as and when the same falls due; or
6.3.2.3	fails, refuse and/or neglect to commence the Fit-Out Works within fourteen (14) days from the commencement of the Fit-Out Period; or
6.3.2.4	fails, refuse and/or neglect to complete the Fit-Out Works on or before the expiry of the Fit-Out Period or any extended Fit-Out Period, as the case may be; or
6.3.2.5	fails, refuse and/or neglect to comply with the rules, guidelines and directives of the Landlord or the Building Management Company in respect of the Fit-Out Works;
6.3.2.6	fails, refuse and/or neglect to remedy any breach of the terms of this Agreement;
6.3.2.7	commits any of bankruptcy or a bankruptcy notice is served or deemed to have been served on the Tenant or, being a company, the Tenant enters into liquidation whether compulsory or otherwise or a receiver appointed in respect of any part of its assets or a court order or judgment or decree is obtained against the Tenant which remained unsatisfied at the expiry of twenty one (21) days of service on the Tenant or the Tenant makes an assignment for the benefit or its creditors or is unable to pay its debts or distress or execution proceedings is levied against the Tenant which is not satisfied or discharged by the Tenant within fourteen (14) days from the date of commencement of such distress or execution proceedings;

then upon happening of the above events the Landlord shall be entitled to terminate this Agreement by giving the Tenant not less than fourteen (14) days’ written notice whereupon :

6.3.2.8	the licence granted to the Tenant shall cease immediately;
6.3.2.9	the Tenant shall redeliver vacant possession of the Demised Premises in its original state and condition;
6.3.2.10	the Landlord shall be entitled to re-enter the Demised Premises;
6.3.2.11	the Deposits except the Fit-Out Deposits shall be forfeited by the Landlord in addition to any rights or remedy which the Landlord may have against the Tenant including but not limited to the right to claim for the Rent for the unexpired Term and other loss or damages suffered by the Landlord.

7.	COVENANTS BY TENANT
7.1	Covenants by Tenant
7.1.1	The Tenant hereby covenants with the Landlord as follows :

7.1.1.1 Payment of Deposits

To pay to the Landlord the Deposits and the licence fee as and when the same falls due;

7.1.1.2 Payment of Rent etc To pay to the Landlord the Rent, the Service Charge (if applicable) and the licence fee as and when the same falls due;

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7.1.1.3 Payment of Increase of deposits and charges

To pay to the Landlord any increase in the Deposits, the Rent, the Service Charge (if applicable);

7.1.1.4 Settlement of Outgoings

To promptly and punctually settle all water, electricity, sewerage, telephone and other outgoings bills/invoices in respect of the Demised Premises (quit rent and assessment are not included) and discharge all charges for outgoings and refuse collections;

7.1.1.5 Use / Purpose

To use the Demised Premises only for the specific purpose set out in Section 9 of Schedule A

hereto and not for any other purpose;

7.1.1.6 License, Permits, Consent, Approvals

To obtain and maintain at the Tenant’s own cost and expense all licenses permits consent and approvals of the Appropriate Authorities for the lawful conduct of the Tenant’s business in the Demised Premises and where required by any legislation or regulations to prominently display such licences permits consent and approvals aforesaid in the Demised Premises;

7.1.1.7 Fines and Penalties

To indemnify the Landlord against any fines, penalties and/or liabilities imposed on the Landlord in respect of any breach of Clause 7.1.1.5 and/or 7.1.1.6 hereof or any matter touching on or connected with the operation of the Tenant’s business at the Demised Premises;

7.1.1.8 Commencement of Business

To commence business on the Business Commencement Date as set out in Section 4(c) of Schedule A hereto;

7.1.1.9 Maintenance of interior of Demised Premises

To keep the fixtures and fittings and the interior of the Demised Premises the flooring and interior plaster or other surface material or rendering on walls and ceiling and the Landlord’s fixtures thereon including doors windows glass shutters locks fastenings electric wiring installations lightings power and other electrical components fire sprinklers and fire fighting equipment and fittings for light and power pipes cistern and other fixtures fittings and additions thereto in good and tenantable repair and clean condition and to replace or to repair any part of the Demised Premises and the Landlord’s fixtures and fittings therein which shall be broken or damaged and further that if any damage is caused to the Landlord or to any person whomsoever directly or indirectly through the said damaged condition of any part of the interior of the Demised Premises the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord against all claims, demands, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;

7.1.1.10 Cleanliness

To keep the Demised Premises and every part thereof and all decorations therein clean and in the best possible hygienic condition and where applicable to keep all pipes drains basins sinks water closets in the Demised Premises clean and unblocked. In addition the Tenant shall ensure that all grills, roller shutter, door, internal and exterior surfaces floor signboard floors goods and articles are cleaned and remain clean and presentable on a daily basis and all rubbish garbage unused boxes are disposed or neatly stowed away from sight;

7.1.1.11 Refurbishment/Upgrade

To refurbish and upgrade the Demised Premises and the Tenant’s signs decorations fixtures and fittings and other installations periodically in such intervals as may be stipulated or required by the Landlord so that the Demised Premises and signs decorations fixtures and fittings and other installations shall remain new, attractive and appealing to shoppers.

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7.1.1.12 Pest Control

To carryout periodic pest control and inspection at such intervals as may be specified by the Landlord and where the Landlord has engaged the services of pest control service providers to service the Building the Tenant shall contribute a fair and reasonable amount as may be determined by the Landlord;

7.1.1.13 Entry and Repair

To permit the Landlord and its agents with or without workmen and others and with or without appliances at all reasonable times to enter upon the Demised Premises and to view the condition thereof and to do such works and things as may be required for any repairs alterations or improvements to the Demised Premises and/or the Landlord’s fixtures and fittings and/or to repair in a proper and workmanlike manner any defects for which the Tenant is liable and to pay the Landlord’s costs and expenses incurred therewith. Nothing herein shall relieve the Tenant’s obligations to repair and/or make good and or replace any damage within seven (7) days of service of notice on the Tenant to repair/and or replace and/or to make good the damage Provided Always that in case of urgency and/or emergency such repair or replacement shall be carried out by the Tenant immediately and if the Tenant shall fail to carry out such repair and replacement the Landlord may carryout such repair or replacement at the cost and expense of the Tenant;

7.1.1.14 Damage to Common Property

To repair make good and/or replace any part of the Common Property or Building which is damaged by the Tenant or its employees or invitees or contractors and where such repair or replacement is carried out by the Landlord or the Building Management Company the Tenant shall forthwith on demand pay to the Landlord the costs and expenses incurred by the Landlord or the Building Management Company in carrying out such repair or replacement;

7.1.1.15 Indemnity for Summons etc

To indemnity and keep indemnified the Landlord against any and all summons, actions, proceedings, claims and demands costs damages and expenses which may be levied brought or made against the Landlord or which the Landlord may pay sustain or incur by reason of any act or omission or use the Demised Premises by the Tenant, his/her/their servants, agents, licensees or invitees;

7.1.1.16 Receipt of Notices

Upon the receipt of any notice, order or direction issued pursuant to any ordinance, regulations, by-laws, Act or legislation by a competent authority affecting or likely to affect the Demised Premises whether the same shall be served directly on the Tenant or the original copy thereof be received from any underlessee or other person whatsoever the Tenant shall comply with such notice, order or direction at its own expense and will forthwith deliver to the Landlord a copy of such notice, order or director;

7.1.1.17 Viewing prior to termination/expiry of tenancy

To permit the Landlord and/or its agents at any time within three (3) months prior to the expiry of the Terms hereby created upon prior appointment to bring prospective tenants to view the Demised Premises for the purpose of letting the same

7.1.1.18 Insurance by Tenant and Security

At all times throughout the Term hereby created to keep the Tenant’s own goods, articles and property in the Demised Premises insured against loss or damage by theft, burglary, fire, water, strikes, riots, civil commotion and other risks as may be required by the Landlord and to pay all premiums incurred therewith and the Tenant hereby absolve the Landlord from all liability whatsoever and howsoever sustain arising from the loss of or damage to the Tenant’s goods, articles or property at the Demised Premises or the Building or Common Property. The Tenant shall at all times keep the Tenant’s goods, articles and property safe and guarded against theft, burglary, accident or damage and in the event of any loss arising therefrom the Tenant shall immediately notify the Landlord and lodge a police report on the matter and deliver a copy of the police report to the Landlord for the record;

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7.1.1.19 Prohibition against storage of arms etc

Not to store or bring upon the Demised Premises or the Building, or the Common Property or the Land any arms, ammunition or unlawful goods, gunpowder, saltpeter, kerosene or any explosive or combustible substance in any part of the Demised Premises and not to place or leave at the entrances or stairways, passages or corridors of the Demised Premises or Building or the Common Property or the Land any boxes or rubbish or other water or debris and to keep the Demised Premises in a clean condition;

7.1.1.20 Prohibition against unlawful use

Not to use the Demised Premises for any unlawful purpose and not to do or permit to be done any act or thing which may infringe the rules and regulations set down by the Landlord or the Building Management Company;

7.1.1.21 Prohibition against accumulation of dirt

Not to use the Demised Premises or do anything which causes the accumulation of dirt, rubbish or debris of any sort in or outside the Demises Premises or the Building or Common Property or which cause any unreasonable amount of noise or which in the opinion of the Landlord is undesirable or unsuitable;

7.1.1.22 Prohibition against assignment

Not to assign, underlet or part with the actual or legal possession of the Demised Premises or any part thereof for any terms whatsoever;

7.1.1.23 Prohibition against infringement of laws

Not to do or permit to be done on the Demised Premises anything which will or may infringe any of the laws by-laws or regulations made by the government, the local town board or any competent authority affecting the Demised Premises or the Building;

7.1.1.24 Prohibition against infringement of land use

Not to use or permit the Demised Premises to be used for any purpose which may infringe the express or implied conditions of the title or the category of land use.

7.1.1.25 Prohibition against voiding of insurance policies

Not to do or permit or suffer to be done anything whereby the policy or policies of insurance on the Demised Premises and/or the said Building against loss or damage by fire for the time being subsisting may become void or voidable or whereby the rate of premium thereon may be increased and to make good and indemnify the Landlord against all damages suffered by the Landlord as a result of the policy or policies of insurance rendered void or voidable and to further pay to the Landlord all sums paid by the Landlord by way increased premium and all expenses incurred by the Landlord in or about any renewal of such policy or policies rendered necessary by a breach or non-observance of this covenant;

7.1.1.26 Prohibition against damage to sprinklers

Not to damage, meddle, remove or adjust the position of the fire sprinklers or other fire fighting installations unless the prior written consent of the Landlord has been obtained and where the fire sprinklers or other fire fighting installations are required to be removed or adjusted or increased whether in compliance with the Appropriate Authorities directions or requirements or otherwise the costs and expenses of such compliance shall be borne by the Tenant;

7.1.1.27 Prohibition against affixing signs etc

Not to affix erect attach or exhibit or permit or suffer so to be done any placard, poster, notice, advertisement, name or sign whatsoever other than at such place as may be designated by the Landlord;

7.1.1.28 Prohibition against alterations

Not to make or permit to be made any alterations in or additions to the Demised Premises otherwise than in accordance with the approved Fit-Out Works or the Landlord’s fixtures, fittings and decorations therein without having first obtained the written license and consent of the Landlord;

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7.1.1.29 Prohibition against Overloading

Not to bring into or install in or place in the Demised Premises and/or the Building and/or the Common Property any item, fixture, plant or machinery which may exceed the floor load or cause stress or damage to the structure of the Building or Common Property or any part thereof. The Landlord may prescribed the weight and position for placement of safes and other heavy articles in the Demised Premises;

Subject to the Landlord’s written approval, the Tenant shall prior to bringing into the Building or Common Property of the Demised Premises any heavy machinery fitting plant or equipment goods or articles provide adequate details of the nature size weight of the same and the Landlord may prescribe the transportation time and route and the Tenant shall comply with such directions;

7.1.1.30 Prohibition against using the roof trusses

Not to suspend any article from the roof or roof trusses or ceiling whether for storage or display or otherwise without the prior written consent of the Landlord;

7.1.1.31 Prohibition against Dwelling and Cooking

Not to use, permit or suffer the used of the Demised Premises whether during the Fit-Out Period or the Term of the tenancy for dwelling purposes or carry out any form of cooking;

7.1.1.32 Prohibition against Auctions

Not without the prior written consent of the Landlord consent conduct or allow any auction by whatever name called in the Demised Premises or any other manner of sale which in the opinion of the Landlord is not keeping with the image/reputation of the Building or which would adversely affect the business of other tenants;

7.1.1.33 Prohibition against Animals/Pets

Not to keep or permit or suffer to be kept any animals or pets in the Demised Premises or on in any part of the Building or Common Property or the Land;

7.1.1.34 Prohibition against Religious Altars

Not to display or install in the Demised Premises or the Building or Common Property or Land any religious altars or other religious items or burn any incense or other offerings therein;

7.1.1.35 Prohibition against obstruction

Not to cause or permit or suffer to be caused any obstruction impediment or prevent the access to or egress from the car park by indiscriminate parking whether by the Tenant or its employees or invitees or suppliers or contractors and to park their vehicles at designated car parks (if any);

7.1.1.36 Prohibition against encroachment

Not to place any signs, poster, fixtures and fittings, goods, articles, boxes or other effects outside the Demised Premises or encroach onto the space or boundaries of adjacent parcels/space or the Common Property;

7.1.1.37 Surrender of vacant possession

At the expiration of termination of this tenancy or the license granted herein to the Tenant, to peaceably surrender and yield up to the Landlord the Demised Premises with the Landlord’s fixtures and fittings thereto in its original condition (fair wear and tear excepted) and to clear up any rubbish and to peaceably and quietly deliver up to the Landlord vacant possession of the Demised Premises in good, clean and proper state of tenantable repair and condition in accordance with Clause 10.5.1.2 hereof.

7.2	Additional Covenants by the Tenant
7.2.1	The Tenant shall permit the Landlord its agents contractors or workmen at any time with prior notice to enter the Demised Premises :

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7.2.1.1

to lay, fix in and lead through or carry out repairs to wires, cables, ducts for the installation or supply of electricity, air-conditioning, public address system, sound system, pipes for water supply or discharge, gas, waste and sewerage as the Landlord may from time to time require to be laid and fixed in and led through or repaired for the Demised Premises or the Building or Common Property; or

7.2.1.2

for the general purpose of repairing, removing and/or replacing all or any of the above;

and the Landlord shall endeavour to carry out such works with expediency and minimal disruption to the business of the Tenant.

7.2.2	The Tenant shall install at the Tenant’s own cost and expense all telecommunication equipment as the Tenant may require in such manner that the wires do not run across the floor or ceiling or along the walls so as to be visible and shall ensure that the same is/are properly concealed with appropriate ducts.
7.2.3	The Tenant shall not install its own public address system or sound system within or outside the Demised Premises without the prior written consent of the Landlord and where such consent is granted the Tenant shall ensure that the Tenant’s system shall be compatible in all material aspects with the Landlord’s public address and sound system.
7.2.4	The Tenant hereby expressly declares and agrees that the Tenant shall not apply to the Appropriate Authorities for the endorsement of this tenancy on the register document of title of the Land pursuant to Section 316 of the National Land Code.
7.3	Operation of Business
7.3.1	The Tenant shall be required to commence business on the Business Commencement Date as set out in Section 4(c) of Schedule A
7.3.2	The Tenant shall at all times conduct its business for the purpose set out in this Agreement in a reputable manner and by the best standards befitting the kind of business carried out by the Tenant at the Demised Premises. The Tenant shall not conduct its business in any manner that my in the opinion of the Landlord adversely affect the image of the Landlord or the image of the Building.
7.3.3	The Tenant is prohibited from changing the type of business conducted at the Demised Premises or its name or trade name unless the prior written approval of the Landlord is first had and obtained, which approval may be granted or withheld at the absolute discretion of the Land.
7.3.4	The Tenant is prohibited from carrying on any unlawful or illegal or immoral business or activities at the Demised Premises.
7.3.5	The Tenant shall load and unload its goods at designated loading bay (if any) and shall only use lift(s), if any, designated for such loading and unloading (if any) and the Tenant shall comply with all rules and regulations imposed by the Developer or the Building Management Company with respect to the loading and unloading of goods.
8.	FURTHER RENOVATIONS
8.1	Further renovations by Tenant
8.1.1	The Tenant shall not make any alterations or renovations to the Demised Premises without the prior approval of the Landlord after the completion of the Fit-Out Works.
8.1.2	If the Tenant desires to carry out any renovation works the Tenant shall submit detailed drawings and specifications of the renovation works proposed to be done to the Landlord for approval.
8.1.3	Where the Landlord consents to the renovation works the Landlord may impose such conditions as the Landlord deems fit and in addition thereto the Tenant shall be required to pay to the Landlord or the Building Management Company a renovation deposit of such amount as may be stipulated by the Landlord and the provisions relating to terms and conditions and carrying out of Fit Out Works as set out in Clause 6 hereof shall apply mutadis mutandis to the renovation works with necessary modification, where necessary, to give effect to the intention herein.

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9.	LANDLORD’S COVENANTS
9.1	Landlord’s Covenants

9.1.1 PROVIDED THAT the Tenant has promptly and punctually pay to the Landlord the Deposits, Rent, Service Charge (if applicable) and all other sums payable under this Agreement and have duly comply observed and performed the terms of this Agreement the Landlord covenants with the Tenant as follows :

9.1.1.1	the Landlord shall permit the Tenant the quiet enjoyment of the Demised Premises during the tenancy hereby created without any interruption by the Landlord or any person lawfully claiming through him;
9.1.1.2	the Landlord shall promptly and punctually pay all quit rent and assessment as and when the same falls due save and except in so far as the same or any part thereof are payable by the Tenant under the terms of this Agreement;
9.1.1.3	the Landlord shall keep the roof and main structure of the Building in good and tenantable repair;
9.1.1.4	the Landlord shall use its best endeavours to maintain the existing fire sprinkler system but shall not be liable to the Tenant in the event the fire sprinkler system shall fail to function but the Tenant shall be responsible to maintain all movable and non-fixed fire fighting equipment and any additional fire sprinkler installed by the Tenant by itself or in compliance with the requirements or directive of the Appropriate Authorities;
9.1.1.5	the Landlord shall ensure that the Building is insured against fire but the Tenant shall be required to insure its own goods articles property and installations;
9.1.1.6	the Landlord shall comply with the additional covenants set out in Schedule C hereto;
9.1.1.7	the Landlord agrees that the Tenant shall be permitted at its own cost and expense to put up its signage at the place designated by the Landlord and if the Tenant requires to put up additional signage at any other place other than the designated place the Tenant shall be liable to pay to the Landlord such sum as may be stipulated by the Landlord if the Landlord so permits;

9.1.2	The Tenant hereby agrees that the Landlord is not required to take out any public liability insurance and it shall be the obligation for the Tenant to take out its own public liability insurance in respect of its business and Fit-Out Works and renovation works.
10.	TERMINATION
10.1	Termination by Landlord
10.1.1	The Landlord and the Tenant hereby expressly agree and declare that :-

10.1.1.1	if the Rent hereby reserved or any part thereof shall at any time be unpaid for seven (7) days after the same shall become due (whether formally or legally demanded or not); or
10.1.1.2	if the Service Charge, if applicable or any part thereof or any sum payable by the Tenant to the Landlord shall remain unpaid for seven (7) days after the same shall become due (whether formally or legally demanded or not); or
10.1.1.2	A if the SST payable in respect of any sum payable by the Tenant to the Landlord under this Agreement including, but not limited to SST payable on the Rent and also include SST payable to Service Charge, if applicable; or
10.1.1.3	if the Tenant fails refuse and/or neglect to pay the relevant bills/invoice for electricity or water or sewerage and the same remains outstanding at the expiry of seven (7) days from the date the invoice or bill was issued to the Tenant; or
10.1.1.4	if the Tenant shall at any time fails and/or refuse and/or neglect to perform and observe any of the covenants and conditions herein contained and, on its part, to be performed and observed; or
10.1.1.5	if the Tenant shall at any time fails and/or refuse and/or neglect to open and operate its business at the Demised Premises during the prescribed business hours or the Demised Premises is left abandoned or unoccupied for a continuous period of not less than seven (7) days; or
10.1.1.6	if the Tenant shall make any assignment for the benefit or its creditors or enter into any agreement or make any arrangement with its creditors by compositions or otherwise; or
10.1.1.7	if the Tenant shall have a receiving order make against it; or

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10.1.1.8	if the Tenant being a company enters into liquidation whether compulsory or voluntary (except for the purpose of reconstruction or amalgamation); or
10.1.1.9	if the Tenant shall commit an act of bankruptcy;

then in any such case it shall be lawful for the Landlord at any time thereafter to serve a forfeiture notice upon the Tenant in accordance with the provision of Section 235 of the National Land Code and it is hereby mutually and expressly agreed that any period or not less than fourteen (14) days stipulated in the said forfeiture notice for the Tenant to remedy the breach specified or to make reasonable compensation in money therefore to the satisfaction of the Landlord or to settle any outstanding rent is a reasonable period and if upon expiration of the period specified in the said forfeiture notice the Tenant fails, refuse and/or neglect to remedy the breach specified or make the compensation in money to the satisfaction of the Landlord or settle all outstanding rent then it shall be deemed that the tenancy hereby created and this Agreement shall have been terminated and the provisions of Clause 10.2 hereof shall apply.

10.2	Consequences of Termination
10.2.1	Upon the termination of this Agreement and the tenancy hereby created pursuant to the provision Clause 10.1 hereof or any unlawful termination of this Agreement by the Tenant and in addition to damages payable by the Tenant to the Landlord for breach of contract :

10.2.1.1.1	the Deposits shall be forfeited to the Landlord subject to additional condition 2 of the Schedule D to this Agreement;
10.2.1.1.2	the Landlord shall be entitled to claim and recover all monies due or owing by the Tenant to the Landlord as well as the Rent for the unexpired term of the tenancy and all costs and expenses in recovering the same (including the Landlord’ solicitors costs on a solicitor-client basis) shall be borne by the Tenant;
10.2.1.1.3	all services to the Demised Premises including but not limited to supply of water, electricity and air-conditioning shall be discontinued;
10.2.1.1.4	it shall be lawful for the Landlord re-enter upon the Demised Premises or any part thereof in the name of the whole and thenceforth hold and enjoy the same as if this tenancy had not been granted but without prejudice to any right of action or remedy of the Landlord for any antecedent breach of covenant by the Tenant and whenever this power of entry shall arise (whether the same be exercised or not) the rent for the month current shall immediately become payable in full;
10.2.1.1.5	the provision of Clause 10.5.1 hereof shall apply.

10.3	No right of unilateral termination by Tenant
10.3.1	It is hereby agreed and confirmed by the Tenant that nothing contained in this Agreement shall give the Tenant the right of determining this Agreement before the expiry of the Term hereby created and notwithstanding any unilateral determination on the part of the Tenant, the Tenant shall remain liable for the Rent in full for the remaining months of the unexpired Term which together with any arrears and other sums payable by the Tenant shall be recoverable as a debt due to the Landlord by the Tenant.
10.4	No waiver on payment
10.4.1	For the avoidance of doubt the acceptance of Rent and/or any other sum or payment by the Landlord shall not be deemed or operate as a waiver by the Landlord of any right of action against the Tenant in respect of any breach of any of the Tenant’s obligation herein contained in this Agreement.
10.5	Termination of Expiry of tenancy
10.5.1	Upon the termination (lawful or otherwise) or expiry of the tenancy hereby created or any extension thereof :

10.5.1.1.1 the Tenant shall deliver vacant possession of the Demised Premises to the Landlord in a good and tenantable condition and in accordance with Clause 10.5.1.2 hereof failing which :

10.5.1.1.1 the Tenant shall be deemed holding over and shall be liable to pay to the Landlord double rental in accordance with the Civil Law Act, 1956 from the date of termination or expiry of the tenancy, as the case may be, until the date vacant possession in the manner aforesaid has been delivered by the Tenant to the Landlord and all costs and expenses incurred by the Landlord (including the Landlord’ solicitors fees on a solicitor-client basis) in repossessing the Demised Premises shall be borne by the Tenant;

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10.5.1.1.2 the Landlord shall be entitled and authorized to remove all goods, possession, objects, articles, equipment, machineries and other effects found or located or stored in the Demised Premises (hereinafter referred to as the “Tenant’s Items”) and store the Tenant’s Items at any place or warehouse as the Landlord deems fit at the cost and expense of the Tenant and if at the expiry of Thirty (30) days from the date of notice by the Landlord to the Tenant to remove or collect the Tenant’s Items, the Tenant fails, refuses and/or neglects to collect the Tenant’s Items and pay for the costs and expenses incurred by the Landlord in reinstating the Demised Premises to its original state and condition and storage of the Tenant’s Items the Landlord shall be at liberty to sell and/or auction off the Tenant’s Items and use the proceeds thereof to pay for the costs and expenses of storage and disposal/sale/auction and all sums owing to by the Tenant to the Landlord and damages payable by the Tenant to the Landlord and the balance thereof (if any)shall be paid to the Tenant free of interest;

10.5.1.1.3

the Tenant agrees that the Tenant’s Items may be sold by the Landlord at such price as it deems fit and the Tenant hereby irrevocably declares that it shall be bound by the sale price and shall not on any account whatsoever challenge the sale price on the ground that it does not represent a fair and adequate market value or that the Landlord has no authority to sell the Tenant’s Items.

10.5.1.2

The Tenant shall reinstate the Demised Premises to its original state and condition unless requested not to do so by the Landlord in writing in which event the Tenant shall only remove such renovation or fixtures required to be removed by the Landlord and the Tenant agrees that no compensation or reimbursement of whatsoever amount shall be required to be paid by the Landlord to the Tenant in respect to any improvement or work done to the Demised Premises.

10.6	Additional Rights of the Landlord
10.6.1	Upon any breach of the terms of this Agreement the Landlord shall be at liberty to exercise all or any of the remedies available to the Landlord in any manner it deems fit. Any action taken by the Landlord to exercise any one or more of the remedies shall not prejudice or affect any other remedies claims or rights which the Landlord may have in law or in equity under the terms herein.
10.6.2	If any fees, costs, charges or interest are outstanding or have become payable by the Tenant to the Landlord under this Agreement the Landlord shall be entitled (but is not obliged) at its absolute discretion to treat any purported payment of Rent by the Tenant firstly towards account of any fees, costs, charges or interest due to the Landlord and the balance thereafter, if any, shall then be treated as payment of Rent and if any shortfall of Rent shall arise the Tenant shall be deemed to be in default if the Tenant fails to settle the shortfall within seven (7) days of demand for the shortfall in Rent.

11.	ADDITIONAL EXCLUSION OF LIABILITIES AND INDEMNITY
11.1	Additional Exclusion of Liabilities
11.1.1	The Tenant hereby expressly agrees that :

11.1.1.1.1	the Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other person who may be permitted to enter the Building or the Demised Premises for any loss or damage or injury to person or property suffered in the Demised Premises or the Building or the Common Property or the Land;
11.1.1.1.2	the Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other person who may be permitted to enter the Building or the Demised Premises for any injury or damage sustained due to the overflow of water or water leakages or accidental discharge of the fire sprinkler system or other fire fighting installations;
11.1.1.1.3	the Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other person who may be permitted to enter the Building or the Demised Premises for any injury or damage sustained arising from the non-discharge or non- functioning of the fire sprinkler system in the event of fire;

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11.1.1.1.4

the Landlord shall not be liable to the Tenant for any-supply or disruption in supply of electricity, water, air conditioning to the Demised Premises or the Building or the Common Property or the disruption of service to lifts and/or escalators whether arising from non- supply by the relevant utilities companies/bodies or repair, maintenance or renovation works carried out by the Landlord or other tenants or as a result of any breakdown or otherwise;

11.1.1.1.5

the Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other person who may be permitted to enter the Building or the Demised Premises for any damage to any vehicles parked in the car park or on the Land or injury to person or property as a result of or caused by flood, landslide or other calamities.

11.2 Additional Indemnities

11.2.1

The Tenant agrees that if any damage or loss is caused to the Landlord or to any person whomsoever in the Demised Premises arising or caused by any item (whether defective or damage or otherwise and notwithstanding that the item may be the Landlord’s fixtures) within the Demised Premises the Tenant shall be fully liable for all loss and damage sustained by the Landlord or any such person aforesaid.

11.2.2

The Tenant shall be liable for any act default and/or omission of its employees, servants, agents, contractors, licensees or invitees and any such act default and/or omission shall be deemed to be the acts or omission of the Tenant.

12.	DAMAGE TO THE DEMISED PREMISES
12.1	Damage to the Demised Premises
12.1.1	if the Demised Premises or any part thereof shall be destroyed or damaged by fire, explosion, lightning, riot, civil commotion, tempest, flood, landslide or any unforeseen circumstances (except where such damage or destruction has been caused by the fault or negligence of the Tenant) or in any way rendered unfit for use or occupation so as to be unfit for use for a period greater than one (1) month, then the rent hereby covenanted to be paid or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended until the Demised Premises shall again be rendered fit for habitation and use and if the Demised Premises or any part thereof is not rendered fit for occupation or use within three (3) months of the occurrence of the event aforesaid either party may determine the tenancy by giving one (1) month’s notice in writing but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of covenant Provided That nothing in this clause shall render it obligatory on the Landlord to restore, reinstate or rebuild the Demised Premises or any part thereof if the Landlord in its absolute discretion does not desire to do so.

12.2	In the event of the determination of the tenancy as aforesaid the Deposits less such monies as may be found to be owing or payable by the Tenant to the Landlord by virtue of the provisions herein contained shall be refunded free of interest by the Landlord to the Tenant within four (14) days of determination of the tenancy.
13.	RENEWAL
13.1	Renewal
13.1.1	Provided Always that the Tenant have promptly and punctually paid the Rent hereby reserved and performed all the stipulations and covenants up to the determination of the term hereby created and Provided Further that the Tenant shall pay such increase in the Deposits as the Landlord may stipulate the Landlord may on the written request of the Tenant made at least three (3) months but not earlier than five (5) months before the expiration of the term hereby created grant to the Tenant a further terms as stipulated in Section 10 of Schedule A hereto at a rental to be agreed upon between the parties hereto and upon the same covenants and provisions with the exception of this clause SUBJECT THAT the Landlord may impose such conditions as it deems fit in agreeing to the renewal of the tenancy.

13.1.2 In the event the parties are unable to agree on the rent for the renewal term :

13.1.2.1.1	the Landlord shall appoint an independent qualified and reputable valuer to determines the prevailing market rental at the cost and expense of the Tenant and the rent so determined by the said valuer shall be final and conclusive and binding on the parties hereto;
13.1.2.1.2	the prevailing market rent as determined by the said valuer shall take effect from the commencement of the renewal period;

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13.1.2.1.3 pending determination of the prevailing market rental by the said valuer the Tenant shall continue to pay the rent based on the existing Rent subject that within seven (7) days of determination of the prevailing market rent by the said valuer :

14.1.2.3.1	the Tenant shall pay any shortfall in the rent to the Landlord; or
14.1.2.3.2	the Landlord shall refund any overpayment to the Tenant;

13.1.3 As the case may be failing which interest at the rate of ten per centum (10%) per annum on the amount to be paid or refunded shall be payable by the defaulting party.

14.	GUARANTEE
14.1	The Tenant shall furnish to the Landlord a Letter of Guarantee and Indemnity (hereinafter referred to as the “Guarantee and Indemnity”), simultaneously with the execution of this Agreement. The Guarantee and Indemnity is to be signed by the Director/Director(s), for the time being in his/her/their, guaranteeing the performance and observance by the Tenant of all the Tenant’s covenants and other terms of this Agreement and to indemnify the Landlord against all losses and damages suffered and/or incurred or to be suffered and/or incurred by the Landlord arising out of any breach, non-observance or non-performance by the Tenant of its covenants or other terms of this Agreement.
15.	ADDITIONAL TERMS AND CONDITIONS

15.1.1 This Agreement shall be subject to the additional terms and conditions set out in Schedule D hereto and in the event of a conflict between the terms of this Agreement and the additional terms and conditions set out in Schedule D hereto the additional terms and conditions shall prevail.

16.	GENERAL
16.1	Notice
16.1.1	Any notice requiring to be served hereunder shall be in writing and shall be sufficiently served on the Tenant if left addressed to it on the Demised Premises or forwarded to him by A. R. Registered Post to his last known address or place of business or registered office and any notice to the Landlord shall be sufficiently served if sent by A.R. Registered Post or delivered personally to them at the address herein given. A notice sent by post shall be deemed to be given at the time when it ought in due course of post to be delivered after three (3) working days from the date of posting at the address to which it is sent.
16.2	Costs
16.2.1	The stamp duty and the incidental disbursements incurred in respect of this Agreement including the Landlord’s solicitor’s fees shall be borne and paid by the Tenant absolutely.
16.3	Time
16.3.1	Time wherever mentioned shall be of the essence of this Agreement.
16.4	Waiver
16.4.1	Any indulgence or time given by the Landlord or any knowledge or acquiescence by the Landlord in respect to any breach of any terms of this Agreement shall not constitute a waiver of or prejudice the Landlord’s right herein contained and the Landlord shall be entitled to exercise all or any of its rights under this Agreement.
16.5	Severability
16.5.1	Any term condition stipulation provision covenant or undertaking in this Agreement which is illegal void prohibited or unenforceable shall be in effective to the extent of such illegality voidness prohibition or unenforceability without invalidating the remaining provisions of this Agreement or other terms conditions stipulations provisions covenants or undertaking in this Agreement.
16.6	Binding Effect
16.6.1	This Agreement shall be binding on the heirs and personal representatives’ successors-in-title liquidators receivers managers and permitted assigns of the parties hereto.

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16.7	Annexure and Schedules
16.7.1	The Schedule(s) and Annexure(s) to this Agreement shall form and be taken read and construed as an integral part of this Agreement.
16.8	Governing Law
16.8.1	This Agreement shall be governed by the laws of West Malaysia and the parties hereto submit to the courts of West Malaysia.
16.9	Whole Agreement
16.9.1	This Agreement encompasses the whole agreement between the parties hereto and supersedes all previous letters of intent, letters of offer, memoranda of agreement, correspondences and agreements made between the parties hereto whether oral or written in respect of the rental of the Demised Premises and no variation amendments or modification to this Agreement shall be effective unless made in writing and signed by all the parties hereto.
16.10	No Assignment
16.10.1	The Tenant shall not assign or transfer all or any of its rights under this Agreement or delegate its performance to any party without the prior written consent of the Landlord first had and obtained which consent may be given or withheld at the absolute discretion of the Landlord without the need to assign any reason whatsoever.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.

SIGNED by	)
for and on behalf	)
the Landlord	)
in the presence of:-	)	/s/ Chin Siew Ling
		BERJAYA STEEL WORKS SDN BHD
		[Company Registration No. 198401013663 (126211-D)] Name: CHIN SIEW LING
		NRIC No.: [*]

/s/ Pun Hong Ying

Witnessed by

Name: Pun Hong Ying

NRIC No.:

SIGNED by	)
for and on behalf of	)
the Tenant	)
in the presence of:-	)	/s/ Choo Keam Hui
		PAYBATS SDN. BHD.
		[Company Registration No. 201901017982 (1327311-V))] Name: CHOO KEAM HUI
		NRIC No.: [*]

/s/ Low Pool Cai

Witnessed by

Name: Low Pool Cai

NRIC No.:

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SCHEDULE A

SECTION		PARTICULARS
1		Name and Particulars of Tenant PAYBATS SDN. BHD. [Company Registration No. 201901017982 (1327311-V)] V02-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur Telephone No.: [*] (Ms Pooi Lai)
2		Particulars of the Demised Premises V02-03-07, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Wilayah Persekutuan.
3		Term of Tenancy One (1) year
4	(a) (b) (c)	Commencement Date 1st May 2022 Expiry Date of Tenancy 30th April 2023 Business Commencement Date Tenant discretion to commence its business date at any date.
5	(a)	Rent
		Ringgit Malaysia Six Thousand Two Hundred Eighty Eight (RM6,288.00) only.
		Mode of Payment
		Direct bank into:       [*] Bank Name:               [*] Bank Account:         [*]
		or any other account as informed by the Landlord.
	(b)	Time of payment of Rent
		1st day of each calendar month punctually from the date of commencement of each month.

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SECTION		PARTICULARS
6	(a) (b) (c)	Security Deposit Ringgit Malaysia Eighteen Thousand Eight Hundred Sixty Four (RM18,864.00) only Utilities Deposit Ringgit Malaysia Six Thousand Two Hundred Eighty Eight (RM6,288.00) only. Service Charge Deposit Not Applicable
7	(a) (b)	Service Charges Not Applicable Time of Payment of Service Charge Not Applicable
8	(a) (b) (c) (d)	Fit-Out Deposit Nil Fit-Out Fee Nil Date for Commence of Fit-Out Works Nil Fit-Out Period Nil
9		Specific Use of the Demised Premises Office
10		Renewal Term Not Applicable.

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SCHEDULE B

[FIXTURES AND FITTINGS]

Nil

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SCHEDULE C

[ADDITIONAL COVENANTS BY THE LANDLORD]

Nil

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SCHEDULE D

[ADDITIONAL TERMS AND CONDITIONS]

1. Notwithstanding any provisions to the contrary in this Agreement the Tenant may at any time during the Term of this tenancy terminate this Agreement by giving the Landlord three (3) months’ notice in writing and upon such termination the Deposits shall be forfeited to the Landlord absolutely as agreed liquidated damages SUBJECT that in the event the Tenant is able to secure a new tenant to take up the tenancy of the Demised Premises at a rent not less than the Rent upon the same terms and conditions of this Agreement the Landlord agrees that the Deposits shall not be forfeited as aforesaid and Clause 10.3 hereof shall not apply.

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SCHEDULE E

[LAYOUT AND FLOOR PLAN]

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EX-21.1

Exhibit 21.1

STARBOX GROUP HOLDINGS LTD.

Subsidiaries of the Registrant

Subsidiaries	Place of Incorporation
Starbox Holdings Berhad	Malaysia
Starbox Rebates Sdn. Bhd.	Malaysia
Paybats Sdn. Bhd.	Malaysia
StarboxTV Sdn. Bhd.	Malaysia

EX-99.2

Exhibit 99.2

1706, One Exchange Square,

8 Connaught Place, Hong Kong

Tel: 852 2191 7566

Fax: 852 2191 7995

www.frost.com

May 9, 2022

Starbox Group Holdings Ltd.

VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100

Kuala Lumpur, Malaysia

Re: Consent of Frost & Sullivan Limited

Ladies and Gentlemen,

We understand that Starbox Group Holdings Ltd. (the “Company”) intends to file a draft registration statement (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with its proposed initial public offering (the “Proposed IPO”).

We hereby consent to the references to our name and the inclusion of information, data, and statements from our research reports and amendments thereto, including but not limited to the industry research report titled “Cash Rebate and Coupon Market and Digital Advertising Market Study in Southeast Asia” (the “Report”), and any subsequent amendments to the Report, as well as the citation of our research report and amendments thereto, (i) in the Registration Statement and any amendments thereto, (ii) in any written correspondences with the SEC, (iii) in any other future filings with the SEC by the Company, including, without limitation, filings on Form 20-F, Form 6-K or other SEC filings (collectively, the “SEC Filings”), (iv) on the websites of the Company and its subsidiaries and affiliates, (v) in institutional and retail road shows and other activities in connection with the Proposed IPO, and in other publicity materials in connection with the Proposed IPO.

We further hereby consent to the filing of this letter as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other SEC Filings. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.

Yours faithfully

For and on behalf of

Frost & Sullivan Limited

/s/ Charles Lau
Name:	Charles Lau
Title:	Consulting Director