September 19, 2024

Lee Choon Wooi
Chief Executive Officer
Starbox Group Holdings Ltd.
VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100
Kuala Lumpur, Malaysia

       Re: Starbox Group Holdings Ltd.
           Registration Statement on Form F-3
           Filed August 23, 2024
           File No. 333-281748
Dear Lee Choon Wooi:

     We have conducted a limited review of your registration statement and have
the following
comment(s).

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form F-3
Capitalization and Indebtedness, page 6

1.     Please update your capitalization and indebtedness information to a date
no earlier than 60
       days prior to the date of the F-3. Refer to Item 3(B) of Form 20-F.
Selling Shareholders, page 26

2.     To provide additional context to investors, please describe the
transactions through which
       each of the selling shareholders received their shares. Additionally,
please provide the
       address for each of the selling shareholders. See Item 9(D) of Form
20-F.
 September 19, 2024
Page 2
General

3.     We note that you are holding a meeting of shareholders on October 23,
2024 to vote on
       proposals for a reverse stock split of your Class A, Class B and
preferred stock, followed
       by an increase in authorized shares of each class. Revise your
disclosure in the
       registration statement to discuss the planned reverse stock split and
increase in authorized
       shares as well as the impact on share capital if the reverse stock split
and increase in
       authorized shares are approved. Include a risk factor(s) highlighting
potential impacts of
       the increase in authorized shares on current shareholders such as
increased dilution and
       downward share pressure. Please also indicate whether you have any
plans, proposals or
       arrangements for the issuance of shares that will result from the
proposed increase in
       authorized shares.
4.     Please update your disclosure regarding the status of your compliance
with Nasdaq   s
       continued listing criteria. In this regard, we note that on November 27,
2023 and May 30,
       2024, you received written notifications from Nasdaq notifying you that
you are not in
       compliance with the Minimum Bid Price Rule, and that you have until
November 25,
       2024 to regain compliance. Include risk factor disclosure to address the
impact of a
       potential delisting on the company and its shareholders.
5.     We note that in July 2023 your shares traded as high as $4.30 per share
and as of
       September 23, 2023 you had 71,885,000 shares outstanding. It appears
that in 2024 alone,
       you issued nearly 400 million Class A ordinary shares in connection with
12 separate
       transactions, the majority of which were in connection with software
purchase
       agreements. Currently, your share price is approximately $0.14 per share
and there are
       approximately 342 million shares outstanding as of August 22, 2024.
       Revise throughout to discuss these transactions including the number and
frequency of the
       transactions, the purpose of the transactions, the total number of
shares issued, and
       fluctuations in your Class A ordinary share trading price during that
period. Please also
       include specific risk factor disclosure that discusses the material
risks from such
       issuances and whether you expect in the future to continue executing
transactions in the
       same size and frequency. If so, disclose your plans to do so and the
continued risk to
       investors of the frequent issuances, including the potential substantial
dilutive impact and
       continued downward pressure on the trading price. Please also indicate
whether continued
       transactions of this size and frequency could result in your inability
to meet Nasdaq's
       minimum bid price requirement.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 September 19, 2024
Page 3

       Please contact Alyssa Wall at 202-551-8106 or Erin Jaskot at
202-551-3442 with any
other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services
cc:   Ying Li