As filed with the U.S. Securitiesand Exchange Commission on June 15, 2022

RegistrationNo. 333-[●]

UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORMF-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

StarboxGroup Holdings Ltd.

(Exactname of registrant as specified in its charter)

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

KualaLumpur, Malaysia

+6032781 9066

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

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

800-221-0102

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

Witha Copy to:

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

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

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

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

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

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

Emerginggrowth company ☒

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

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

SUBJECTTO COMPLETION

PRELIMINARYPROSPECTUS DATED JUNE 15, 2022

5,000,000 OrdinaryShares

StarboxGroup Holdings Ltd.

Thisis an initial public offering of our ordinary shares, par value $0.001125 (“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 inthe range of $4.00 to $5.00 per share.

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

Investingin 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.

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

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

Neitherthe Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapprovedof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectusdated [●], 2022

TABLEOF CONTENTS

Aboutthis Prospectus

Weand the underwriters have not authorized anyone to provide any information or to make any representations other than those containedin 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 responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offerto sell only the Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We arenot making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person makingthe 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 avoidanceof doubt, no offer or invitation to subscribe for Ordinary Shares is made to the public in the Cayman Islands. The information containedin this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results ofoperations, and prospects may have changed since that date.

Conventionsthat Apply to this Prospectus

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

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

StarboxBerhad is a Malaysian holding company. Our business is conducted by our subsidiaries, StarboxPB, StarboxGB, and StarboxSB in Malaysiausing 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 exchangerate of MYR to U.S. dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect theamount 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 amountof our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

PROSPECTUSSUMMARY

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

Unless otherwise indicated, all share amountsand per share amounts in this prospectus have been presented giving effect to a reverse split of our Ordinary Shares and Preferred Sharesat a ratio of 1-for-11.25 shares approved by our shareholders on June 8, 2022.

Overview

Weare building a cash rebate, digital advertising, and payment solution business ecosystem targeting micro, small, and medium enterprisesthat 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, providedigital advertising services to advertisers, and provide payment solution services to merchants. Substantially all of our current operationsare located in Malaysia.

Our cash rebate business is the foundation ofthe business ecosystem we are building. We have cooperated with retail merchants, which have registered on the GETBATS websiteand mobile app as “Merchants,” to offer cash rebates on their products or services, which have attracted retail shoppersto 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 transactionsthrough the GETBATS website and mobile app, respectively. We generate revenue by keeping an agreed-upon portion of the cash rebatesoffered by Merchants through the GETBATS website and mobile app.

Makinguse 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 websiteand 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 individualconsumer, (ii) our GETBATS website and mobile app to its Members, and (iii) social media, mainly consisting of accounts of influencersand bloggers. During the fiscal years ended September 30, 2021 and 2020, we served 25 and two advertisers, respectively. We generaterevenue through service fees charged to the advertisers.

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

Forthe 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 approximately0.20% and 0.47% of our total revenue for those fiscal years, respectively. Revenue derived from payment solution services accounted forapproximately 0.05% and 0.00% of our total revenue for those fiscal years, respectively.

CompetitiveStrengths

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

GrowthStrategies

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

Summaryof Risk Factors

Investingin our Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before makingan 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.”

RisksRelated to Our Business and Industry

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

RisksRelating to this Offering and the Trading Market

Inaddition 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:

Our Securities

On June 8, 2022, our shareholders approved (i)a reverse split of our outstanding Ordinary Shares at a ratio of 1-for-11.25 shares, (ii) a reverse split of our authorized and unissuedPreferred Shares at a ratio of 1-for-11.25 shares, (iii) an increase in our authorized share capital from $50,000 to $999,000, and (iv)an amendment and restatement of our memorandum and articles of association, in order to reflect the foregoing alterations to our sharecapital. The net effect of these corporate actions is that, with effect on and from June 8, 2022, our authorized share capital was changedto $999,000, divided into 883,000,000 Ordinary Shares of par value $0.001125 each and 5,000,000 Preferred Shares of par value $0.001125each.

Unless otherwise indicated, all references toOrdinary Shares, options to purchase Ordinary Shares, share data, per share data, and related information have been retroactively adjusted,where applicable, in this prospectus to reflect the reverse split as if it had occurred at the beginning of the earlier period presented.

CorporateInformation

Ourprincipal 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 addressP.O. Box 712, Grand Cayman, KY1-9006, Cayman Islands, and the phone number of our registered office is +886-2-55820008. We maintain acorporate website at https://www.starboxholdings.com. The information contained in, or accessible from, our website or any other websitedoes not constitute a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 East42nd Street, 18th Floor, New York, NY 10168.

CorporateStructure

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

Thefollowing diagram illustrates our corporate structure upon completion of our initial public offering (“IPO”) based on a proposednumber of 5,000,000 Ordinary Shares being offered, assuming no exercise of the underwriters’ over-allotment option. Formore details on our corporate history, please refer to “Corporate History and Structure.”

Impactof the COVID-19 Pandemic on Our Operations and Financial Performance

TheCOVID-19 pandemic has adversely affected our business operations. Specifically, significant governmental measures implemented by theMalaysian government, including various stages of lockdowns, closures, quarantines, and travel bans, led to the store closure of someof our offline Merchants. As a result, our cash rebate service business was negatively affected to a certain extent, becausethe 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 peoplehave opted to use various online services since the beginning of the COVID-19 pandemic. As more advertisers used our digital advertisingservices through our websites and mobile apps and third-party social media channels to target their audiences, our revenue from digitaladvertising services increased significantly from fiscal year 2020 to fiscal year 2021. However, any resurgence of the COVID-19 pandemiccould negatively affect the execution of customer contracts and the collection of customer payments. The extent of any future impactof the COVID-19 pandemic on our business is still highly uncertain and cannot be predicted as of the date of this prospectus. Any potentialimpact to our operating results will depend, to a large extent, on future developments and new information that may emerge regardingthe duration and severity of the COVID-19 pandemic and the actions taken by government authorities to contain the spread of the COVID-19pandemic, 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 mayhave a material adverse effect on our business” and “Management’s Discussion and Analysis of Financial Condition andResults of Operations—COVID-19 Pandemic Affecting Our Results of Operations.”

Implicationsof Our Being an “Emerging Growth Company”

Asa 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 emerginggrowth company, we:

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

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

ForeignPrivate Issuer Status

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

Wewill be required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating tofinancial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to filewith 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. domesticissuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investingin a U.S. domestic issuer.

TheNasdaq 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 majorityof 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 inits annual reports filed with the SEC each requirement that it does not follow and describe the home country practice followed by theissuer in lieu of such requirements. Although we do not currently intend to take advantage of these exceptions to the Nasdaq corporategovernance rules, we may in the future take advantage of one or more of these exemptions. See “Risk Factors—Risks Relatingto this Offering and the Trading Market—Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governancestandards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.”

THEOFFERING

RISKFACTORS

Aninvestment in our Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Ordinary Shares, you shouldconsider carefully the risks described below, together with all of the other information set forth in this prospectus, including thesection titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidatedfinancial 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, resultingin a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the onlyones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. Youshould only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.

RisksRelated to Our Business and Industry

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

Asubstantial majority of our revenue is derived from providing digital advertising services to retail merchant advertisers. Our digitaladvertising 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 andprices. If advertisers are dissatisfied with the effectiveness of the advertising campaigns run through us, they may stop purchasingour 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 servicesat any time with no prior notice.

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

Inview 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 amountof digital advertising services our advertisers will purchase from us, or that we will be able to attract new advertisers or increasethe amount of revenue we earn from advertisers over time. If we are unable to maintain existing relationships with our advertisers orcontinue to expand our advertiser base, the demand for our advertising services will not grow and may even decrease, which could materiallyand adversely affect our revenue and profitability.

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

Ourrevenue is derived largely from the digital advertising services we provided primarily on our websites and mobile apps. The effectivenessof our digital advertising services, in turn, depends on (i) a large repository of Merchant and Member data we have been collecting fromthe 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 compositedatabase of Merchants and Members, and maintaining sufficiently high website traffic on the GETBATS website and mobile app and the SEEBATSwebsite and mobile app are both vital to our business operations.

Wemust continue to retain and acquire Members on the GETBATS website and mobile app that purchase products or services through cash rebatesoffered by our Merchants, in order to maintain both the Internet traffic on the website and mobile app and our composite database fordirect marketing. If our Members do not perceive the cash rebates offered through the GETBATS website and mobile app to be attractiveor 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 ourbusiness, which may not only affect the quality of our digital advertising services, but also comprise the number of audiences who mayview our advertisements. This, in turn, may adversely affect the effectiveness of our digital advertising services, reduce our revenuefrom sales of digital advertising services, and thereby result in a material adverse impact on our financial performance and businessprospects.

Moreover,we depend on our ability to attract and retain Merchants that are prepared to offer products or services with compelling cash rebatesthrough our website and mobile app and provide our Members with a great experience. Our GETBATS website and mobile app currently featurecash rebates from retail merchants (both online and offline) in over 20 industries, such as automotive, beauty and health, books andmedia, electronics, fashion, food and beverages, groceries and pets, home and living, and sports and entertainment. After a merchant fillsout an application form and agrees with our Merchant terms and conditions and the rate of blanket cash rebates, it becomes an authorizedGETBATS Merchant and remains one indefinitely, unless the status is terminated by us or the Merchant by notice in writing. During thefiscal years ended September 30, 2021 and 2020, the GETBATS website and mobile app had 723 and 478 Merchants, respectively, and had totaltransaction 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 notexperience a corresponding growth in our Merchant pool that is sufficient to offset the cost of these initiatives. We must continue toattract and retain Merchants to maintain our business ecosystem, where we leverage business data analysis technology to provide moreprecise and targeted advertisements based on our composite database of Merchants and Members on our website and mobile app. If new merchantsdo not find our marketing and promotional services effective, or if existing Merchants do not believe that utilizing our services providesthem with a long-term increase in customers, revenue, or profits, they may stop making offers through our website and mobile app. Inaddition, we may experience attrition in our Merchants in the ordinary course of business, resulting from several factors, includinglosses to competitors and Merchant closures or bankruptcies. If we are unable to attract new merchants or if too many Merchants are unwillingto offer products or services with compelling cash rebates through our website and mobile app, we may not be able to retain or acquireMerchants in sufficient numbers to maintain our business ecosystem that relies both on our composite database of consumer spending behaviorsand our website traffic. As a result, our business, financial condition, and results of operations may be adversely affected.

Ourlimited operating history in rapidly evolving industries makes it difficult to accurately forecast our future operating results and evaluateour business prospects.

Aswe launched our cash rebates and digital advertising services business in 2019, we only have a limited operating history. Members ofour management team have been working together only for a short period of time and are still in the running-in period. They may stillbe in the process of exploring approaches to running our Company and reaching consensus among themselves, which may affect the efficiencyand 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:

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

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

Wehave had significantly unstable and volatile operating revenue since our inception—specifically, our total revenue increased significantlyby $3,012,365, or approximately 1,957.82%, to $3,166,228for the fiscal year ended September 30, 2021 from $153,863 forthe fiscal year ended September 30, 2020, primarily due to increased revenue from providing digital advertising services and cashrebate services to customers. As a result, we reported net income of $1,447,650 forthe fiscal year ended September 30, 2021, representing a significant increase of $1,652,804 from a net loss of $205,154 for the fiscalyear ended September 30, 2020. However, we cannot assure you that we will achieve or maintain profitability on a consistent basis. Ourrevenue 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 administrativeexpenses, including marketing expenses, salaries, and professional and business consulting expenses, to continue to increase in the foreseeablefuture, 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 effortsand additional expenses may be more costly than we currently expect, and there is no assurance that we will be able to maintainsufficient operating revenue to offset our operating expenses. Any failure to increase revenue or to manage our costs as we continueto grow and invest in our business would prevent us from achieving or maintaining profitability or maintaining positive operating cashflow at all, or on a consistent basis, which would cause our business, financial condition, and results of operations to suffer.

Themarkets 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.

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

Ourcompetitors may operate with different business models, have different cost structures, and may ultimately prove to be more successfulor more adaptable to new regulatory, technological, and other developments. They may in the future achieve greater market acceptanceand recognition and gain a greater market share. It is also possible that potential competitors may emerge and acquire a significantmarket 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 havea vast array of advertising choices—for example, we compete with traditional forms of media, such as newspapers, magazines, andradio and television broadcast, for advertisers and advertising revenue. If we are unable to sustain sufficient interest in our digitaladvertising services in comparison to other advertising forms, including new forms of marketing campaigns and promotional activitiesthat may emerge in the future, our business model may no longer be viable.

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

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

Duringthe fiscal years ended September 30, 2021 and 2020, we derived most of our revenue from a few clients. Specifically, for the fiscal yearended September 30, 2021, three clients accounted for approximately 21.7%, 10.8%, and 10.8% of our total revenue, respectively. As ofSeptember 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 approximately85.4% of our total accounts receivable. All of these significant customers were advertisers who used our digital advertising servicesduring the fiscal years ended September 30, 2021 and 2020. These clients are generally ableto 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. Theloss 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 alternativearrangement with comparable advertiser in a timely manner, or at all.

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

Oursuccess will depend, in large part, on the website traffic on our SEEBATS website and mobile app, which in turn depends on our abilityto 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 InformationTechnology 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 cannotassure you that we will be able to maintain such license partnership at the same level, or at all. Such third-party content provideris 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 tofind a substitute content provider for sufficient entertainment offerings in order to continually attract and retain viewers on our SEEBATSwebsite and mobile app. If we are unable to do so in a timely or cost-effective manner, our SEEBATS website and mobile app could losetheir 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.

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

Pursuantto Section 22(1) of the Perbadanan Kemajuan Filem Nasional Malaysia Act 1981 (Unofficial Translation: the National Film DevelopmentCorporation 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 forcea license authorizing him to do the same.” Section 2 of the FINAS Act defines film distribution as “including therenting, hiring, and loaning of films for profit or otherwise, the importation and distribution of films produced abroad, and the distributionof films produced locally.” One of our subsidiaries, StarboxSB, operates our SEEBATS website and mobile app, on which viewers maywatch movies and television series through OTT streaming, and StarboxSB obtained the Film Distribution License from theNational Film Development Corporation Malaysia (the “FINAS”) on April 11, 2022. However, since we conducted our businessoperations through our SEEBATS website and mobile app without holding the Film Distribution License prior to April 11, 2022, we may besubject to penalty if the FINAS were to determine that a Film Distribution License was required. As of the date of this prospectus, wehave not received any penalty notice from the relevant Malaysian regulatory agency.

Our Malaysia legal counsel, GLT Law, has advisedus 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) asour SEEBATS website and mobile app allow viewers to access movies and television series through the Internet, this online streaming modedoes not, at its strict interpretation, fall within the scope of “renting, hiring, and loaning of films” under the FINASAct, and (ii) no enforcement actions are currently being taken towards online streaming service providers who do not have the Film DistributionLicense.

There remains uncertainty, however, inherent inrelying on an opinion of counsel or the opinion of an officer at the relevant department in connection with whether we would be requiredto obtain a license under the FINAS Act for the business of StarboxSB. The issue of whether the Film Distribution License is requiredfor the operations of our SEEBATS website and mobile app will be subject to future revisions of the FINAS Act and different interpretationsby higher-level officers within FINAS. If FINAS were to determine that a Film Distribution License was required prior to April11, 2022, FINAS may take enforcement action to collect from us the penalty and late fee charges in respect of unlicensed activities ofStarboxSB 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.”

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

We provide payment solution services to merchantsby 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 tocomply with the relevant laws and regulations. Since we do not have control over the operations of VE Services, if VE Services breachesthe terms of its contracts with the relevant merchants, or the relevant laws and regulations, our payment solution services and our reputationmay be severely impacted. In addition, if VE Services breaches or terminates the Appointment Letter with us or experiences significantdisruption to its operations, we may lose our current payment solution service customers in the event that the customers discontinuethe services provided by us, and we will be unable to continue providing payment solution services unless we find substitute paymentsolution service providers. As a result, our business, financial condition, and results of operations may be adversely affected.

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

Weconsider 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 businessneeds and marketing strategies, and (iii) innovations in the means on digital advertising. As a result, our success depends not onlyon our ability to offer proper choices of media, deliver effective optimization services, and provide creative advertising ideas, butalso on our ability to adapt to rapidly changing online trends and technologies to enhance the quality of existing services and to developand introduce new services to address advertisers’ changing demands.

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

Ourfailure to anticipate or successfully implement new technologies could render our technologies or advertising services unattractive orobsolete and reduce our revenue and market share.

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

Withour digital advertising services primarily driven by a composite database of consumer spending behaviors, we operate in businesses thatrequire 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, eitherby developing new services or by enhancing our existing services, to meet client demand. We need to invest significant resources, includingfinancial resources, in research and development to keep pace with technological advances in order to make our digital advertising servicescompetitive in the market. Our continued success will depend on our ability to anticipate and adapt to changing technologies, manageand process increasing amounts of data and information, and improve the performance, features, and reliability of our existing servicesin 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 ableto timely upgrade our business data analysis technology, or the algorithm or engines required thereby, in an efficient and cost-effectivemanner, or at all. New technologies in programming or operations could render our technologies or products or services that we are developingor 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.

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

Westarted 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 ourpayment solution service business, we may encounter difficulties as we advance our businessoperations, such as in marketing, selling, and deploying our payment services.

Thepayments industry is highly competitive. We compete against other payment solution service providers in the market, many of which havegreater 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 threatof cyber-attacks and data breaches, users tend to choose an established brand having a relatively large market share and provenreputation. For that reason, we may incur substantial expenses in retaining and expanding our merchant user base through robust marketingcampaigns and promotional activities, and we cannot assure you that these promotional efforts willbe effective. To be competitive in the constantly evolving payments industry, we must keeppace with rapid technological developments to provide new and innovative payment solution services. Our payment solution service businessrelies, in large part, on VE Services for access to new or evolving payment technologies, but we cannot assure you that wewill 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 widelyadopted, or how those technologies may be regulated. New services and technologies will continue to emerge and may render the technologiesVE Services currently uses in its system obsolete. If we are unable to attract new merchant users in sufficient numbers or ifVE Services fails to keep pace with the new payment technology to maintain a reliable and resilient payment system, our payment solutionsservice business may not be successful, leading to a waste of our substantial investment in promoting our payment solution servicebusiness 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.

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

Ourbusiness 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 mobileapp, in addition to our digital advertising service business, to facilitate transactions between Merchants and Members, in which Merchantsoffer certain cash rebates to incentivize or attract Members to shop online or offline, and we have provided payment solution servicesto Merchants. This expansion increases the complexity of our operations and may cause strain on our managerial, operational, and financialresources. We must continue to hire, train, and effectively manage new employees. If our new hires perform poorly or if we are unsuccessfulin hiring, training, managing, and integrating new employees, our business, financial condition, and results of operations may be materiallyharmed. Our expansion will also require us to maintain the consistency of our service offerings to ensure that our market reputationdoes not suffer as a result of any deviations, whether actual or perceived, in the quality of our services.

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

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

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

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

Specifically,in response to the COVID-19 pandemic and its spread, the Malaysian government has implemented intermittent lockdowns in various stagessuch as (i) imposing full movement control orders (“MCO”), under which, quarantines, travel restrictions, and the temporaryclosure 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 governmentof 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 announcedthat a National COVID-19 Immunization Plan will be implemented for one year after February 2021, in which 80% of the Malaysian populationwill 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 operatingat a moderate level; or (iii) 10% of the Malaysian population is fully vaccinated. The total number of COVID-19 cases in the countrysurpassed three million on February 13, 2022, and the number of daily cases hit a record high of 33,406 on March 5, 2022.

Inresponse to efforts to contain the spread of COVID-19, we have implemented temporary measures and adjustments of work schemes to allowemployees to work from home and collaborate remotely. We have taken measures to reduce the impact of the COVID-19 pandemic, includingupgrading our telecommuting system, monitoring employees’ health on a daily basis, and optimizing the technology system to supportpotential growth in user traffic. The Malaysian government has recently eased its restrictive policies due to a decrease in COVID-19infection cases. The government ended the nationwide state of emergency on August 1, 2021, and COVID-19 infection started to drop belowthe 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 adultpopulation. The government is preparing to shift into an endemic COVID-19 phase, where it will not impose wide lockdowns even if casesrise. As of March 3, 2022, over 78% of the country’s population had been fully vaccinated.

However,there have been occasional outbreaks of COVID-19 in various cities in Malaysia, and the Malaysian government may again take measuresto keep COVID-19 in check. Consumers may have less disposable income and the merchants’ advertising budget may experience a generaldecline 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 maybe 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 businesswas negatively affected to a certain extent, because the number of offline sales transactions between retail shoppers andretail merchants facilitated by us did not grow as much as we expected, leading to a lower amount of cash rebate service revenue thanwe expected during the fiscal years ended September 30, 2021 and 2020. However, our digital advertising service revenue was not significantlyaffected by the COVID-19 pandemic, because more people have opted to use various online services since the beginning of the COVID-19pandemic. As more advertisers used our digital advertising services through our websites and mobile apps and third-party social mediachannels to target their audiences, our revenue from digital advertising services increased significantly from fiscal year 2020 to fiscalyear 2021. However, any resurgence of the COVID-19 pandemic could negatively affect the execution of customer contracts and the collectionof customer payments. The extent to which the COVID-19 pandemic may impact us will depend on future developments, which are highly uncertainand 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.

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

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

Asa 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 comparedto other countries.

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

Weplan to selectively launch our cash rebate and digital advertising services in other countries in Southeast Asia during the next threeyears, starting from markets such as the Philippines, Thailand, and Indonesia. For details, see “—Liquidity and CapitalResources” 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 torecruit and hire new product development, sales, marketing, and support personnel in the countries in which we will launch our servicesor otherwise have a significant presence. Entry into new international markets typically requires the establishment of new marketingchannels. Our ability to continue to expand into international markets involves various risks, including the possibility that our expectationsregarding the level of returns we will achieve on such expansion will not be achieved in the near future, or ever, and that competingin 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.

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

Ourcurrent and any future international expansion plans will require management attention and resources and may be unsuccessful. We mayfind 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.

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

Wemay from time to time receive negative publicity about us, our management, or our business. Any such negative publicity may be the resultof 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 andmay be required to spend significant time and incur substantial costs to defend ourselves against such third-party conduct, and we maynot be able to conclusively refute any such allegations within a reasonable period of time, or at all. Harm to our reputation and confidenceof 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 marketshare, advertising customers, industry partners, and other business partnerships.

Theproper functioning of our websites and mobile apps is essential to our business. Any disruption to our information technology systemscould materially affect our ability to maintain the satisfactory performance of our websites and mobile apps.

Theproper functioning of our websites and mobile applications is essential to our business. The satisfactory performance, reliability, andavailability of our information technology systems are critical to our ability to drive more Internet traffic to our advertising websitesand 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 systemscould result in the unavailability or slowdown of our websites or mobile apps and compromise the quality of the digital advertising servicesprovided 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 occurrencescould cause severe disruption to our daily operations. As such, our reputation may be materially and adversely affected, our market sharecould decline, and we could be subject to liability claims.

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

Throughour business operations, we collect large amounts of data regarding our Merchants and Members on the GETBATS website and mobile app andcreate a composite database of consumer spending behaviors by leveraging business data analysis technology. We also provide data managementfor 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 technologymay 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 proprietaryor confidential information, or create system disruptions or cause shutdowns. They also may be able to develop and deploy malicious softwareprograms that attack our systems or otherwise exploit any security vulnerabilities. The composite database stored in our systems maybe vulnerable to security incidents or security attacks, acts of vandalism or theft, coordinated attacks by activist entities, misplacedor lost data, human errors, or other similar events that could negatively affect our systems and the data stored on or transmitted bythose systems, including the data of our Merchants and Members on the GETBATS website and mobile app, as well as the data and informationregarding our advertiser clients who have purchased our digital advertising services on the GETBATS website and mobile app and the SEEBATSwebsite and mobile app before, and the participating merchants and consumers who have used our payment solution services.

Althoughwe have taken measures to protect sensitive data from unauthorized access, use, or disclosure, our protective measures may not be effectiveand our information technology may still be vulnerable to attacks. In the event of such attacks, the costs to eliminate or address theforegoing security threats and vulnerability before or after a cyber-incident could potentially be significant. Our remediation effortsmay 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 impactour results of operations. In the event that we are unable to prevent, detect, and remediate the foregoing security threats and vulnerabilitiesin 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 andcomplexity of these threats continue to increase over time. Although we inspect our systems on a regular basis to prevent these eventsfrom occurring, the possibility of these events occurring cannot be eliminated entirely.

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

Our business and operations in Malaysia are subjectto laws and regulations regarding data privacy and data protection pursuant to the Personal Data Protection Act 2010 (the “PDPA2010”). In particular, the PDPA 2010 applies to any person who processes or has control over, or authorizes the processingof, any personal data regarding commercial transactions, except for any personal data processed outside of Malaysia and not intendedto be further processed in Malaysia. Under the PDPA 2010, any person engaged in processing personal data shall take measures to protectthe personal data from any loss, misuse, modification, unauthorized or accidental access, or disclosure, alteration, or destruction ofpersonal 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 processedand shall be destroyed or permanently deleted if it is no longer required. In addition, a data user who belongs to any of theclasses of data users prescribed under the Personal Data Protection (Class of Data Users) Order 2013 (the “Order 2013”) shallbe registered under the PDPA 2010 in order to process personal data. See “Regulations—Regulations Relating to Personal DataProtection.”

Interpretation,application, and enforcement of such laws, rules, regulations, and governmental orders, such as thePDPA 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/orrelated 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 effortsto comply with applicable laws, regulations, and other obligations relating to privacy, data protection, and information security, itis possible that our practices could fail to meet all of the requirements imposed on us by the PDPA 2010 and/orrelated implementing regulations and government orders. Any failure on our part to comply with such laws, rules, regulations, governmentalorders, or any other obligations relating to privacy, data protection, or information security, or any compromise of security that resultsin unauthorized access, use or release of personally identifiable information or other data, or the perception or allegation that anyof the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing counterpartiesfrom contracting with us or result in investigations, fines, suspension, or other penalties by Malaysian government authorities and privateclaims or litigation, any of which could materially adversely affect our business, financial condition, and results of operations. Evenif our practices are not subject to legal challenges, the perception of privacy concerns, whether or not valid, may harm our reputationand brand and adversely affect our business, financial condition, and results of operations. Moreover, the legal uncertainty createdby the PDPA 2010 and/or related implementing regulations and governmental orders could materiallyand adversely affect our ability, on favorable terms, to raise capital, including engaging in offerings of our securities in the U.S.market.

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

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

Unauthorizeduse of our intellectual property by third parties and expenses incurred in protecting our intellectual property rights may adverselyaffect our business, reputation, and competitive edge.

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

Despitethese measures, any of our intellectual property rights could be challenged, invalidated, circumvented, or misappropriated, or such intellectualproperty may not be sufficient to provide us with competitive advantages. It may be difficult to maintain and enforce intellectual propertyrights 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 remediesavailable to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforceour contractual rights in all jurisdictions.

Policingunauthorized use of our proprietary technology and other intellectual property is difficult and expensive, and litigation may be necessaryin the future to enforce their intellectual property rights. Future litigation could result in substantial costs and diversion of ourresources 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.

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

Wecannot 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 futuresubject to legal proceedings and claims relating to the intellectual property rights of others. For example, we may face intellectualproperty infringement claims or other allegations by third parties for information or content displayed on, retrieved from or linkedto, recorded, stored, or make accessible on our websites and mobile apps—in particular the SEEBATS website and mobile app, whichfeature movies and television series we have licensed from a third-party content provider, and we are unable to verify if thethird-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 rightsof third parties, including our competitors, or that we are involved in unfair trade practices. In addition, there may be third-partytrademarks, patents, copyrights, know-how, or other intellectual property rights that are infringed by our products, services, or otheraspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual propertyrights against us in various jurisdictions.

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

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

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

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

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

Anyof 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 additionaldebt funding by our Company, if required, would result in increased debt service obligations and could result in additional operatingand financing covenants, or liens on their assets, that would restrict their operations. The sale of additional equity securities couldresult in additional dilution to our shareholders.

Wemay 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.

Wemay from time to time become subject to or involved in various claims, controversies, lawsuits, and legal proceedings. However, claimsand threats of lawsuits are subject to inherent uncertainties, and we are uncertain whether any of these claims would develop into alawsuit. Lawsuits, or any type of legal proceeding, may cause our Company to incur defense costs, utilize a significant portion of ourresources, and divert management’s attention from our day-to-day operations, any of which could harm our business. Any settlementsor 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 amaterial adverse impact on us.

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

Wemay be subject to allegations by third parties or purported former employees, negative Internet postings, and other adverse public exposureon our business, operations, and staff compensation. We may also become the target of harassment or other detrimental conduct by thirdparties 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-partyconduct and may be required to spend significant time and incur substantial costs to address such third-party conduct, and there is noassurance 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 onan anonymous basis. Any negative publicity about our Company or our management can be quickly and widely disseminated. Social media platformsand devices immediately publish the content of their users’ posts, often without filters or checks on the accuracy of the contentposted. 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 asa result of the public dissemination of negative and potentially false information about our business and operations, which in turn maycause us to lose market share, Members, or Merchants.

Ourcurrent insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not coveredby our insurance.

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

RisksRelating to this Offering and the Trading Market

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

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

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

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

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

The initial public offering price of our OrdinaryShares is substantially higher than the (pro forma) net tangible book value per share of our Ordinary Shares. Consequently, when youpurchase our Ordinary Shares in the offering, upon completion of the offering you will incur immediate dilution of $4.03 per shareif the underwriters do not exercise the over-allotment option and $3.97 if the underwriters exercise the over-allotment optionin full, assuming an initial public offering price of $4.50, which is the midpoint of the estimated range of the initial publicoffering price shown on the front cover of this prospectus. See “Dilution.” In addition, you may experience further dilutionto the extent that Preferred Shares are converted into Ordinary Shares or upon the exercise of outstanding options we may grant fromtime to time.

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

Priorto this offering, we have been a private company with limited accounting personnel and other resources with which to address our internalcontrols and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financialreporting. 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 materialweaknesses identified included (i) a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reportingand compliance requirements; (ii) certain audit adjustments proposed by the auditor and recordedby the Company into the financial statements; and (iii) a lack of independent directors and an audit committee. Following theidentification of the material weaknesses and control deficiencies, we plan to continue to take remedial measures including (i) hiringmore qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financialreporting function and to set up a financial and system control framework; (ii) implementing regular and continuous U.S. GAAP accountingand financial reporting training programs for our accounting and financial reporting personnel; (iii) engaging an external consultingfirm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control; and (iv) appointingindependent directors, establishing an audit committee, and strengthening corporate governance. However, the implementation of thesemeasures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the materialweaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuraciesin our financial statements and could also impair our ability to comply with applicable financial reporting requirements and relatedregulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, and the tradingprice of our Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reportingsignificantly hinders our ability to prevent fraud.

Uponcompletion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reportingin our annual report on Form 20-F beginning with our annual report for the fiscal year ending September 30, 2023. In addition, once wecease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accountingfirm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude thatour internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal controlover 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 publiccompany, our reporting obligations may place a significant strain on our management, operational, and financial resources and systemsfor the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

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

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

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

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

Afterwe 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 compliancewith the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been requiredto increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

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

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

Salesof 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 40,000,000 Ordinary Shares are outstanding beforethe consummation of this offering and 45,000,000 Ordinary Shares will be outstanding immediately after the consummation of thisoffering if the underwriters do not exercise their over-allotment option, and 45,750,000 Ordinary Shares will be outstanding immediatelyafter the consummation of this offering if the underwriters exercise their over-allotment option in full. Sales of these shares intothe market could cause the market price of our Ordinary Shares to decline.

Wedo not intend to pay dividends for the foreseeable future.

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

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

Anytrading market for our Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish aboutus 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 priceof our Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publishreports on us, we could lose visibility in the financial markets, which could cause the price of our Ordinary Shares and the tradingvolume to decline.

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

Theinitial public offering price for our Ordinary Shares will be determined through negotiations between the underwriters and us and mayvary from the market price of our Ordinary Shares following our initial public offering. If you purchase our Ordinary Shares in our initialpublic offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you thatthe initial public offering price of our Ordinary Shares, or the market price following our initial public offering, will equal or exceedprices 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:

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

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

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

Ifwe cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the ExchangeAct applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we wouldnot incur as a foreign private issuer.

Weexpect to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, we will be exempt fromthe rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principalshareholders 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 frequentlyor as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the informationthat United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer immediatelyfollowing the completion of this offering, we may cease to qualify as a foreign private issuer in the future, in which case we wouldincur significant additional expenses that could have a material adverse effect on our results of operations.

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

Nasdaqlisting rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign privateissuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose tocomply 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 interestsof the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on themanagement of our company may decrease as a result. In addition, Nasdaq listing rules also require U.S. domestic issuers to have a compensationcommittee, a nominating and corporate governance committee composed entirely of independent directors, and an audit committee with aminimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq listing rules may require shareholderapproval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensationplans and material revisions to those plans, certain ordinary share issuances. We intend to comply with the requirements of Nasdaq listingrules 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 certaincorporate governance standards which may afford less protection to investors.

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

Wehave applied to have our Ordinary Shares listed on the Nasdaq Capital Market upon consummation of this offering. Itis 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 certainrules of the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, minimum marketvalue of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicablerules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unableto 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:

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

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

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

Ourboard of directors may, in its sole discretion, decline to register any transfer of any Ordinary Share which is not fully paid up oron which we have a lien. Our directors may also decline to register any transfer of any Ordinary Share unless (i) the instrument of transferis lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directorsmay reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of onlyone 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 lienin 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 ourboard of directors may from time to time require, is paid to us in respect thereof.

Ifour 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’ noticebeing given by advertisement in one or more newspapers or by electronic means, be suspended and the register closed at such times andfor such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shallnot 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 OrdinaryShares have been listed, the legal title to such Ordinary Shares and the registration details of those Ordinary Shares in the Company’sregister of members will remain with the Depository Trust Company. All market transactions with respect to those Ordinary Shares willthen be carried out without the need for any kind of registration by the directors, as the market transactions will all be conductedthrough the Depository Trust Company systems.

Weare an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptionsfrom disclosure requirements available to emerging growth companies, this will make it more difficult to compare our performance withother public companies.

Weare 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 untilprivate companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a classof securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBSAct provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerginggrowth 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, asan emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Thiswill make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerginggrowth company which has opted out of using the extended transition period difficult or impossible because of the potential differencesin accounting standards used.

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

Foras long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certainexemptions 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 disclosureobligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of shareholderapproval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholderswould be left without information or rights available to shareholders of more mature companies. If some investors find our Ordinary Sharesless 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.’”

Youmay have difficulty enforcing judgments against us.

Weare incorporated under the laws of the Cayman Islands as an exempted company limited by shares. Currently, the vast majority of our operationsare conducted in Malaysia, and almost all of our assets are and will be located outside of the United States. In addition, almost allof our officers and directors are nationals and residents of a country other than the United States, and almost all of their assets arelocated outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against theseindividuals in the United States in the event that you believe we have violated your rights, either under United States federal or statesecurities laws or otherwise, or if you have a claim against us. Even if you are successful in bringing an action of this kind, the lawsof 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.”

Thelaws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporationsincorporated in the United States.

Ourcorporate affairs are governed by our memorandum and articles of association, by the Cayman Companies Act and by the common law of theCayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders, and the fiduciaryresponsibilities 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 fromEnglish common law. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the CaymanIslands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Courtof Appeal are generally of persuasive authority but are not binding in the courts of the Cayman Islands. Decisions of courts in otherCommonwealth jurisdictions are similarly of persuasive but not binding authority. The rights of our shareholders and the fiduciary responsibilitiesof our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in theUnited 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 controllingshareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

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

CaymanIslands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with anyright 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 attachingto all of our issued and outstanding shares, to requisition a general meeting of our shareholders, in which case our chairman or a majorityof our directors are obliged to call such meeting. Advance notice of at least seven calendar days is required for the convening of anygeneral meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least one shareholder, present inperson or by proxy, holding shares which carry in aggregate not less than one-third of all votes attaching to all of our shares in issueand entitled to vote at such meeting.

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

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

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

Ifwe 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 whoholds our Ordinary Shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additionalreporting requirements.

Dependingon the amount of cash we raise in this offering, together with any other assets held for the production of passive income, it is possiblethat, for our 2022 taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income, inwhich 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.

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

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

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

40,000,000of our Ordinary Shares are issued and outstandingas of the date of this prospectus. Our pre-IPO shareholders may be able to sell their Ordinary Shares under Rule 144 after the completionof this offering. See “Shares Eligible for Future Sale” below. Because these shareholders have paid a lower price per OrdinaryShare than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing toaccept a lower sales price than the IPO price, which could impact the trading price of our Ordinary Shares following the completion ofthe 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 tobe sold pursuant to Rule 144 during the pendency of this offering.

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

Ifwe are forced to enter into an insolvency liquidation, any distributions received by shareholders could be viewed as an unlawfulpayment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as theyfall 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 badfaith, thereby exposing themselves and our Company to claims, by paying public shareholders from the trust account prior to addressingthe claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors andofficers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we wereunable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable fora fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

DISCLOSUREREGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subjectto risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identifythese statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of thesestatements 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. Thesestatements are likely to address our growth strategy, financial results, and product and development programs. You must carefully considerany 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 knownand some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that couldcause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

Wedescribe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition andresults of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs andassumptions based on information available to our management at the time the statements are made. We caution you that actual outcomesand 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.

IndustryData and Forecasts

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

ENFORCEABILITYOF CIVIL LIABILITIES

Weare incorporated under the laws of the Cayman Islands as an exempted company limited by shares. We are incorporated under the laws ofthe 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 availabilityof professional and support services. The Cayman Islands, however, has a less developed body of securities laws as compared to the UnitedStates and provides significantly less protection for investors than the United States. Additionally, Cayman Islands companies may nothave standing to sue in the Federal courts of the United States.

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

Wehave appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us inthe United States District Court for the Southern District of New York under the federal securities laws of the United States or of anystate 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 underthe securities laws of the State of New York.

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

MourantOzannes (Cayman) LLP has further advised us that there are currently no statutory enforcement laws in the Cayman Islands nor anytreaty 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 ofthe 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 theCayman Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actionsagainst us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities laws; or (2) originalactions brought against us or other persons predicated upon the Securities Act. Mourant Ozannes (Cayman) LLP has informed us that thereis uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisionsof the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature.

GLTLaw has further advised us that there are currently no statutes, treaties, or other forms of reciprocity between the United States andMalaysia providing for the mutual recognition and enforcement of court judgments. Under Malaysian laws, a foreign judgment cannot bedirectly or summarily enforced in Malaysia. The judgment must first be recognized by a Malaysian court either under applicable Malaysianlaws 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 Enforcementof Judgments Act 1958, Maintenance Orders (Facilities for Enforcement) Act 1949 or Probate and Administration Act 1959. As the UnitedStates 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 fora foreign judgment to be recognized and enforceable in Malaysia are: (i) the judgment must be a monetary judgment; (ii) the foreign courtmust have had jurisdiction accepted by a Malaysian court; (iii) the judgment was not obtained by fraud; (iv) the enforcement of the judgmentmust 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.

USEOF PROCEEDS

Basedupon an assumed initial public offering price of $4.50 per Ordinary Share, which is the midpoint of the estimated initial publicoffering 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 $19,685,001if the underwriters do not exercise their over-allotment option, and $22,956,744 if the underwriters exercise their over-allotmentoption in full.

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

Theforegoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceedsof 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 inthis prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, weintend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDENDPOLICY

Sinceour inception, we have not declared or paid cash dividends on our Ordinary Shares. Any decision to pay dividends in the future will besubject to a number of factors, including our financial condition, results of operations, the level of our retained earnings, capitaldemands, 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 ourbusiness, and, as a result, we do not expect to pay any dividends in the foreseeable future. Consequently, we cannot give any assurancethat any dividends may be declared and paid in the future.

UnderCayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium, provided that inno circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary courseof business.

Ifwe determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of fundsfrom 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 thepayment will cause the company to be insolvent. As a result, in the event that Starbox Berhad or its subsidiaries incur debt on theirown behalves in the future, the instruments governing the debt may restrict any such entity’s ability to pay dividends ormake other distributions to us.

Cashdividends, if any, on our Ordinary Shares will be paid in U.S. dollars. Malaysia is under a single-tier tax system. Dividends are exemptfrom income tax in the hands of shareholders. Our Malaysia subsidiary, Starbox Berhad, is not required to deduct tax from dividends paidto its shareholder, Starbox Group, and no tax credits will be available for offsetting against the recipient’s tax liability. Acorporate shareholder, such as Starbox Berhad, receiving exempt single-tier dividends from its subsidiaries, StarboxGB, StarboxSB, andStarboxPB, 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 Berhadis not required to withhold any sum from its dividends for tax withholding purposes. See “Material Income Tax Consideration—MalaysianEnterprise Taxation.”

EXCHANGERATE INFORMATION

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

Itemsin the statements of operations and comprehensive income (loss), and statements cash flows are translated at the averageexchange rate of the period.

CAPITALIZATION

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

If the underwriters’ over-allotment optionis not exercised, a $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per share would increase(decrease) each of additional paid-in capital, total shareholders’ equity, and total capitalization by approximately $4.6 million,assuming the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same andafter deducting the estimated underwriting discounts, and estimated expenses payable by us.

If the underwriters’ over-allotmentoption is exercised in full, a $1.00 increase in the assumed initial public offering price of $4.50 per share would increase eachof additional paid-in capital, total shareholders’ equity, and total capitalization by approximately $5.1 million, and a $1.00decrease in the assumed initial public offering price of $4.50 per share would decrease each of additional paid-in capital, total shareholders’equity, and total capitalization by approximately $5.5 million, assuming the number of Ordinary Shares offered by us, as set forthon the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, and estimated expensespayable by us.

DILUTION

Unless otherwise indicated, all share amountsand per share amounts in this prospectus have been presented giving effect to a reverse split of our Ordinary Shares and Preferred Sharesat a ratio of 1-for-11.25 shares approved by our shareholders on June 8, 2022.

Ifyou invest in our Ordinary Shares, your interest will be diluted for each Ordinary Share you purchase to the extent of the differencebetween 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 tangiblebook value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

Ournet tangible book value as of September 30, 2021, was $1,261,233, or $0.03 per Ordinary Share. Net tangible book value representsthe amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined bysubtracting the net tangible book value per Ordinary Share (as adjusted for the offering) from the initial public offering price perOrdinary Share and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

Aftergiving effect to our sale of 5,000,000 Ordinary Shares offered in this offering based on an assumed initial public offering priceof $4.50 per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the coverpage of this prospectus, after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, ouras adjusted net tangible book value as of September 30, 2021, would have been $20,946,234, or $0.47 per outstanding OrdinaryShare. This represents an immediate increase in net tangible book value of $0.44 per Ordinary Share to the existing shareholders,and an immediate dilution in net tangible book value of $4.03 per Ordinary Share to investors purchasing Ordinary Shares in thisoffering. The as adjusted information discussed above is illustrative only.

Thefollowing table illustrates such dilution:

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

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

CORPORATEHISTORY AND STRUCTURE

OurCorporate History

StarboxBerhad 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.

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

OurCorporate Structure

Thefollowing diagram illustrates our corporate structure as of the date of this prospectus and upon completion of our IPO based on a proposednumber of 5,000,000 Ordinary Shares being offered, assuming no exercise of the underwriters’ over-allotment option.

Fordetails of our principal shareholders’ ownership, please refer to the beneficial ownership table in the section captioned “PrincipalShareholders.”

MANAGEMENT’SDISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with our financialstatements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflectingour current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” fora discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events coulddiffer 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.

Unlessotherwise indicated, all share amounts and per share amounts in this prospectus have been presented giving effect to a reverse splitof our Ordinary Shares and Preferred Shares at a ratio of 1-for-11.25 shares approved by our shareholders on June 8, 2022.

Overview

Weare building a cash rebate, digital advertising, and payment solution business ecosystem targeting micro, small, and medium enterprisesthat 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, providedigital advertising services to advertisers, and provide payment solution services to merchants. Substantially all of our current operationsare located in Malaysia.

Ourcash rebate business is the foundation of the business ecosystem we are building. We have cooperated with retail merchants, which haveregistered on the GETBATS website and mobile app as Merchants, to offer cash rebates on their products or services, whichhave attracted retail shoppers to register on the GETBATS website and mobile app as Members in order to earn cash rebates for shoppingonline and offline. As the number of Members grows and sales of the existing Merchants increase, more retail merchants are willing tocooperate 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 and1,759 transactions through the GETBATS website and mobile app, respectively. We generate revenue by keeping an agreed-uponportion of the cash rebates offered by Merchants on the GETBATS website and mobile app.

Makinguse 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 websiteand mobile app, on which viewers can watch movies and television series for free through OTT streaming, which is a means of providingtelevision and film content over the Internet at the request and to suit the requirements of the individual consumer, (ii) our GETBATSwebsite and mobile app to its Members, and (iii) social media, mainly consisting of accounts of influencers and bloggers. During thefiscal years ended September 30, 2021 and 2020, we served 25 and two advertisers, respectively. We generate revenue through servicefees charged to the advertisers.

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

Forthe 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 approximately0.20% and 0.47% of our total revenue for those fiscal years, respectively. Revenue derived from payment solution services accounted forapproximately 0.05% and 0.00% of our total revenue for those fiscal years, respectively.

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

KeyFactors that Affect Our Results of Operations

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

OurAbility to Retain and Expand Our Merchant and Member Bases

Ourrevenue 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 highgrowth 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 touse our services, we may be unable to increase our revenue as we expect, and our business and results of operations may be adverselyaffected.

OurAbility to Increase Awareness of Our Brands and Develop Customer Loyalty

Ourbrands are integral to our sales and marketing efforts. We believe that maintaining and enhancing our brand name recognition ina cost-effective manner is critical to achieving widespread acceptance of our current and future service offerings and is an importantelement in our effort to expand our Member and Merchant bases. Successful promotion of our brand name will depend largely on our marketingefforts and our ability to provide reliable and quality services at competitive prices. Brand promotion activities may not necessarilyyield 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 topromote 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.

Numberof Advertisers for Our Digital Advertising Services and Our Service Fees Charged

Substantiallyall of our revenue is derived from providing digital advertising services to advertisers. Some of these advertisers have also registeredthrough our GETBATS website and mobile app as Merchants. Our digital advertising services are designed to help advertisers drive consumerdemand, increase sales, and achieve operating efficiencies. Thus, our relationships with advertisers primarily depend on our abilityto deliver quality digital advertising services at attractive prices. If advertisers are dissatisfied with the effectiveness of the advertisingcampaigns run through our digital channels, they may stop purchasing our digital advertising services or decrease the amount they arewilling to spend on marketing campaigns and promotional activities. For the fiscal year ended September 30, 2021, we provided digitaladvertising services to 25 advertisers, among which 13 had registered with us as Merchants as of September 30, 2021 andthe 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 approximately21.7%, 10.8%, and 10.8% of our total revenue, respectively. For the fiscal year ended September 30, 2020, one advertiser accounted forapproximately 91.6% of our total revenue. Our dependence on a small number of advertisers for our digital advertising services couldexpose us to the risk of substantial losses if a single advertiser stops purchasing our digital advertising services, decreases its advertisingspending, or goes out of business and we cannot find substitute customers on equivalent terms. If any of our significant customers reducesadvertising 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 advertisersin other countries in Southeast Asia, we believe such customer concentration will diminish in the foreseeable future.

Inaddition, our results of operations are directly affected by the level of service fees we charge to advertisers. We determine the servicefees 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 servicesoffered by our competitors, reductions in our advertisers’ spending levels, or the introduction by competitors of attractive advertisingfeatures and functionality, can significantly affect our pricing strategies. There can be no assurance that we will not be forced toengage in price-cutting initiatives, or to increase our advertising and other expenses to attract and retain advertisers in responseto competitive pressures, either of which could have a material adverse effect on our revenue, operating results, and resources.

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

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

OurAbility to Expand our Payment Solution Service Business

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

OurAbility to Control Costs and Expenses and Improve Our Operating Efficiency

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

OurGeographic Concentration in Malaysia

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

OurAbility to Compete Successfully

Thecash rebates industry and the digital advertising industry in Malaysia are rapidly evolving and highly competitive, and we expect competitionin 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 digitaladvertising service providers in terms of brand recognition, quality of services, effectiveness of sales and marketing efforts, creativityin design and content of advertisements, pricing and discount policies, and hiring and retention of talented staff. We also face competitionfrom other types of advertising media, such as newspapers, magazines, yellow pages, billboards, television, and radio. Significant competitioncould reduce our operating margins and profitability and result in a loss of market share. Some of our existing and potential competitorsmay have competitive advantages, such as significantly greater brand recognition and financial, marketing, or other resources that maybe devoted to the development, promotion, sales, and support of their platforms. Significant competition could lead to lower pricesand decreased revenue, gross margins, and profits, any of which could have a material and adverse effect on our results of operations.

COVID-19Pandemic Affecting Our Results of Operations

Ouroperations may be further affected by the ongoing COVID-19 pandemic. In response to the COVID-19 pandemic, Malaysia has been put throughvarious stages of lockdowns, quarantines, travel restrictions, and the temporary closure of stores and facilities nationwide, and mostbusiness 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 materiallyaffected, to the extent that the COVID-19 pandemic or any other epidemic harms the Malaysian economy and global economy in general. TheCOVID-19 pandemic has adversely affected our business operations. Specifically, significant governmental measures implemented by theMalaysian government, including various stages of lockdowns, closures, quarantines, and travel bans, led to the store closure of someof our offline Merchants. As a result, our cash rebate service business was negatively affected to a certain extent, becausethe 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 peoplehave opted to use various online services since the beginning of the COVID-19 pandemic. As more advertisers used our digital advertisingservices through our websites and mobile apps and third-party social media channels to target their audiences, our revenue from digitaladvertising services increased significantly from fiscal year 2020 to fiscal year 2021. However, any resurgence of the COVID-19 pandemiccould negatively affect the execution of customer contracts and the collection of customer payments. The extent of any future impactof the COVID-19 pandemic on our business is still highly uncertain and cannot be predicted as of the date of this prospectus. Any potentialimpact to our operating results will depend, to a large extent, on future developments and new information that may emerge regardingthe duration and severity of the COVID-19 pandemic and the actions taken by government authorities to contain the spread of the COVID-19pandemic, almost all of which are beyond our control.

KeyFinancial Performance Indicators

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

Revenue

Revenue from digital advertising services accountedfor approximately 99.75% and 99.53% of our total revenue for the fiscal years ended September 30, 2021 and 2020, respectively. Our digitaladvertising services are to (i) provide advertisement design and consultation services to help advertisers precisely shapetheir digital advertising strategies and optimize the design, content, and layout of their advertisements and (ii) thedisplaying of advertisers’ advertisements of products and services on our websites and mobile apps and third-party socialmedia channels over a particular period of time and in a variety of forms, such as logos, banners, push notifications, andposts by accounts of influencers and bloggers, in order to help advertisers promote their products and services and enhance their brandawareness. This allows the advertisers to connect with our Members who are likely to have demand for the products and services providedby the advertisers. Our digital advertising service fees are determined by the different levels of design and consultation servicesrequested by the advertisers and are dependent on the service scope and duration of the advertisement display period. Advertisementengagement with larger scope and longer duration normally requires us to put in more efforts to manage the workflow in order to satisfyour contracted performance obligations, for which we charge higher digital advertising service fees than those with shorter durationsand 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 afew days to a month. Our stand-alone selling price ranges from approximately $2,400 to approximately $10,000 foreach of the service commitments for advertisement design and consultation services, including advice on advertising strategies, customizationand optimization of the desired content, length, color tone, layout, format, and presentation of the ads. Advertisers may elect to useany 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 froma few weeks up to a few months. Depending on different advertisement distribution channels and the duration of the advertisementdisplay, we charge digital advertising service fees in the range of approximately $5,000 to approximately $240,000 fordesignated services.

Revenuefrom cash rebate services accounted for approximately 0.20% and 0.47% of our total revenue for the fiscal years ended September 30, 2021and 2020, respectively. We utilize our GETBATS website and mobile app to connect Merchants and Members and facilitate Members to purchaseconsumer products or services from Merchants online and offline under cash rebate programs offered by Merchants. Total cash rebates offeredby 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 revenuefor facilitating the online and offline sales transactions. We merely act as an agent in this type of transaction. Our revenue from cashrebate services is largely affected by the volume of the sales transactions facilitated by us through our GETBATS website and mobileapp.

Revenue from payment solution services accountedfor 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 firstcharges the merchants a service fee, with such fee rate ranging from 1.50% to 2.50% based on the processed payment amount andpayment processing method used, and we are entitled to receive a portion of the service fees as commissions for our referrals. Thecommission rate ranges from 0.15% to 0.525% based on the total service fees collected by VE Services from merchants referred byus, with an average commission rate of approximately 0.338% for the fiscal year ended September 30, 2021.

OperatingCosts

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

Resultsof Operations

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

Revenue

Ourtotal 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 thefiscal year ended September 30, 2020. The increase in our revenue was primarily due to increases in the revenue from digital advertisingservices and from cash rebate services.

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

Revenuefrom Digital Advertising Services

Our revenue from digital advertising services increasedsignificantly 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 thefiscal year ended September 30, 2021. The significant increase was due to increases in the number of advertisers and the average advertisingspending per advertiser in fiscal year 2021. The total number of advertisers that used our digital advertising services was 25in fiscal year 2021 (including two repeat advertisers and 23 new advertisers). Among the 25 advertisers, 13 hadregistered with us as Merchants as of September 30, 2021 and the remaining 12 had not. The total number of advertisers that used ourdigital advertising services was two in fiscal year 2020 (including 0 repeat advertiser and two new advertisers, who did not registerwith us as Merchants). The average advertising spending per advertiser was $126,341 and $76,573, for the fiscal yearsended September 30, 2021 and 2020, respectively.

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

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

Incomparison, 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.

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

Revenuefrom Cash Rebates Offered by Retail Merchants

Our rebate service revenue increased significantlyby 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 offlinewhen total sales transactions facilitated through our GETBATS website and mobile app increased in fiscal year 2021 as compared to fiscalyear 2020. For the fiscal year ended September 30, 2021, 63 Merchants offered total cash rebates of $36,087 to attract3,418 Members to purchase products and services from these Merchants, with a sales transaction amount of $2,501,913. Forthe fiscal year ended September 30, 2020, 32 Merchants offered total cash rebates of $5,479 to attract 532 Members to purchaseproducts and services from Merchants with a sales transaction amount of $74,867. The number of sales transactions facilitatedthrough our GETBATS website and mobile app was 295,393 in fiscal year 2021 and 1,759 in fiscal year 2020. Cash rebatesoffered by Merchants to Members were $29,873 and $4,761 for the fiscal years ended September 30, 2021 and 2020, respectively.

Revenuefrom Payment Solution Services – Related Party

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

OperatingCosts

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