What changed in this filing

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Item 9A. Controls and Procedures

2024-12-27 compared with 2024-04-16 · 864 added, 1573 removed, 40 unchanged (98% of the section changed)

Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,

to allow timely decisions regarding required disclosure.

of Disclosure Controls and Procedures

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

Based upon their

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined

in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of the end of period covered by this Report, due to material weaknesses in internal control over financial reporting that existed relating to accounting for accruals and advances from related

parties and accounting for complex financial instruments.

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Annual Report on Internal Control over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our

financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2023.

these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined

that there was a material weakness in our internal control over financial reporting as of December 31, 2023.

have identified a material weakness in our internal control over financial reporting as of December 31, 2023.

If we are unable to develop

and maintain an effective system internal control over financial reporting, we may not be able to accurately report our financial results

in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating

the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the

effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15€ under

the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective

as of the end of period covered by this Report, due to material weaknesses in internal control over financial reporting that existed

relating to accounting for accruals and advances from related parties and accounting for complex financial instruments.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making these assessments, management used

the criteria ser forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated

Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control

over financial reporting as of December 31, 2023, because of the material weaknesses in internal control over financial reporting existed

relating to financial reporting systems and accounting for accruals and accounting for complex financial instruments.

address these material weaknesses, we are assessing our resource needs as well as roles and responsibilities with a particular focus on

accounting and financial reporting staff and will make changes as needed, but we can offer no assurance that our controls will not require

additional review and modification in this future as industry accounting practices may evolve over time.

Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting

firm due to our status as an emerging growth company under the JOBS Act.

in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting during the most recent fiscal

quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures

designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the specified time periods

and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate

to allow timely decisions regarding disclosure.

Our Chief Executive Officer (who is our principal

executive officer) and Chief Financial Officer (who is our principal financial officer and principal accounting officer), evaluated the

effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange

Act) as of September 30, 2024, the end of our fiscal year.

In designing and evaluating disclosure controls and procedures, we recognize

that any disclosure controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving

the desired control objective.

As of September 30, 2024, based on the evaluation of these disclosure controls and procedures, our Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information

required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible for establishing

and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement

of our financial statements would be prevented or detected.

Under the supervision of our Chief Executive Officer and Chief Financial Officer,

the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2024 using

the criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission (“COSO”) (2013 Framework).

Based on this evaluation, management has concluded

that our internal controls were effective and that we maintained effective controls over our financial reporting as of September 30, 2024.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Changes in Internal Controls over Financial

There were no changes in our internal controls

over financial reporting during the fourth quarter of fiscal 2024 that materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Attestation Report of Registered Public Accounting

Our independent registered public accounting firm

has not assessed the effectiveness of our internal control over financial reporting and, under SEC rules, will not be required to provide

an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as a “non-accelerated

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

current officers and directors are as follows:

Executive Officer and Chairman of the Board of Directors

Financial Officer and Director

Yuan has served as our Executive Director and Chairman since March 2021, and our Chief Executive Officer since July 2021.

Yuan founded 38Fule Group and served as the Chairman of Xianyang 38Fule from 1992 to 1998.

Yuan also serves as the Chairman of Shaanxi

38Fule Technology Company, a developer, manufacturer, and distributor of health and personal care products in China, since 1999.

Yuan founded 38Fule in 1992 and led the company to become one of the top 100 healthcare companies in China and himself is an influential

leader in the healthcare industry as well.

Yuan and his team have always been devoted to women’s healthcare and wellbeing.

“38Fule” has received several awards under Mr.

Yuan’s leadership, including “National Brand”, “Women’s

Choice Brand” and “Shaanxi’s Trademark”.

Shaanxi 38Fule Technology Group received the only direct selling license

in Shaanxi Province in 2016.

In addition, Mr.

Yuan also serves as the Deputy Chairman of China Reproductive Health Association, the Managing

Director of China Youth Volunteer Organization, Adjunct Professor at Xi’an Jiaotong University as well as Visiting Professor at

Xi’an Polytechnic University.

We believe that Mr.

Yuan is qualified to serve on our board due to his extensive experience in management

and leadership skills.

Zhang has served as our Chief Financial Officer and Executive Director since March 2021.

Zhang served as our Chief Executive

Officer from March 2021 to July 2021.

From May 2009 to December 2021, Mr.

Zhang served as Chief Financial Officer and executive director

of the China XD Plastics Company Limited (CXDC), where he oversees CXDC’s major financial and capital market matters, including

Nasdaq listing, direct equity financing from world class institutional investors and a global bond offering.

During his tenure at CXDC,

its revenue grew at CAGR of 56% and exceeded US$1 billion in 6 years after listing on Nasdaq.

From May 2008 to March 2009, Mr.

served as Chief Financial Officer of Advanced Battery Technologies, Inc.

From 2007 to 2008, he served as the Executive Vice President

of Finance of China Natural Gas, Inc.

From 2005 to 2007, Mr.

Zhang worked as a research analyst in New York Private Equity.

to 2002, he was employed as Finance Manager by Datong Thermal Power Limited.

Zhang contributes to our Board of Directors with extensive

experience in finance and operations.

He holds an MBA from University of Florida and a Bachelor’s Degree in Mechanical and Electronic

Engineering from Beijing Technology and Business University.

Jiang is an experienced professional in asset management and banking industries.

Jiang serves as the Managing Director at

Alpha Square Group, a family office in New York City.

Her primary responsibility includes asset allocation, fund manager selection, and

new investment initiatives.

From 2017 to 2020, Ms.

Jiang served as the Associate Managing Director, Greater China at Federated Hermes

FHI), one of the largest asset management companies in the U.S.

with $575.9 billion asset under management as of the end of 2020,

where she focused on the company’s expansion in Asia and particularly in Greater China.

Previously, she worked for Agricultural

Bank of China and Bank of China in institutional business development roles covering both Asian and U.S.

institutional investors.

Jiang received her M.A.

degree from Michigan State University.

We believe that Ms.

Jiang is well qualified to serve on our board due

to her extensive experience in finance.

Mayersohn is a member at Dickinson Wright, where he specializes in corporate, securities and business law.

He advises a diversified

client base in private placements, public offerings, mergers and acquisitions, financing transactions and general securities law matters.

He also has experience in venture capital, bridge loans and pipe financings.

He is a member of the Florida and New York Bars and received

and B.A from The State University of New York at Buffalo.

We believe that Mr.

Mayersohn is well qualified to serve on our board

due to his extensive experience in corporate and finance legal matters.

Hartzband is a business development executive with large corporate and start-up experience.

He co-founded Handcrafted 4 Home

in June 2017, which is a home decor brand, specializing in handcrafted home storage products.

Under his leadership, Mr.

Hartzband grew

the company to one of the top sellers by volume of home organization products on Wayfair.com and expanded to other large retail outlets,

such as Walmart and Home Depot.

Prior to founding Handcrafted 4 Home, Brian spent over 10 years in Wall Street and worked in finance

for some of the largest financial institutions of the world.

From January 2014 to June 2016, Mr.

Hartzband worked as a Financial Advisor

at Merrill Lynch, primarily responsible for managing public company executives’ stock plans and personal wealth investment strategies.

From February 2008 to January 2014, Mr.

Hartzband worked as a Senior Investment Associate at UBS Financial Services, where his team’s

assets grew to over $125 million by developing relationships with C-Suite executives of major public companies along with international

clients in China.

From 2007 to March 2008 Mr.

Hartzband started out at Bear Stearns (acquired by J.P.

Morgan as a Marketing Assistant,

primarily responsible for building and growing relationships with ultra-high net worth individuals, C-Suite executives at public companies.

Hartzband holds a B.S.

in Finance from Suffolk University.

We believe that Mr.

Hartzband is well qualified to serve on our board

due to his extensive experience in finance.

of our management team has any experience with blank check companies.

As such, there is no guarantee that we will be successful with

respect to any business combination we may consummate or that we will be able to identify a suitable candidate for our initial business

As such, there is no guarantee that we will be successful with respect to any business combination we may consummate or

that we will be able to identify a suitable candidate for our initial business combination.

Terms of Office and Election of Officers and Directors

Board of Directors consists of five members.

Each of our directors will hold office for a two-year term.

Subject to any other special

rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of

the directors present and voting at the meeting of our board or by a majority of the holders of our Ordinary Shares.

officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms

Our Board of Directors is authorized to appoint persons to the offices set forth in our third amended and restated memorandum

and articles of association as it deems appropriate.

Our third amended and restated memorandum and articles of association will provide

that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary,

Assistant Secretaries, Treasurer and such other offices as may be determined by the Board of Directors.

Nasdaq listing standards require that a majority of our Board of Directors be independent.

An “independent director” is defined

generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer

of an organization that has a relationship with the company).

Our board has determined that each of Cathy Jiang, Joel Mayersohn and Brian

Hartzband is an independent director under applicable SEC and Nasdaq rules.

Our independent directors will have regularly scheduled meetings

at which only independent directors are present.

and Director Compensation

of our officers or directors have received any cash compensation for services rendered to us.

Commencing on the date that our securities

are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an

affiliate of our Sponsor a total of $10,000 per month for office space, administrative and support services.

Our Sponsor, officers and

directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,

management or other fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known,

in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the

post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers

will be determined by a compensation committee constituted solely by independent directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after the initial business combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting

a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

agreements with our officers and directors that provide for benefits upon termination of employment.

of the Board of Directors

Board of Directors has two standing committees:

an audit committee and a compensation committee.

Each committee operates under a charter

that has been approved by our board and has the composition and responsibilities described below.

Subject to phase-in rules and a limited

exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of

independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent

have established an audit committee of the Board of Directors.

The members of our audit committee are Cathy Jiang, Joel Mayersohn and

Brian Hartzband.

Cathy Jiang serves as chairman of the audit committee.

member of the audit committee is financially literate and our Board of Directors has determined that Cathy Jiang qualifies as an “audit

committee financial expert” as defined in applicable SEC rules.

have adopted an audit committee charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent

registered public accounting firm engaged by us;

pre-approving

all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged

by us, and establishing pre-approval policies and procedures;

and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal

quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,

of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years

respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC

prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including

any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

have established a compensation committee of the Board of Directors.

The members of our Compensation Committee are Cathy Jiang, Joel

Mayersohn and Brian Hartzband.

Joel Mayersohn serves as chairman of the compensation committee.

We have adopted a compensation committee

charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,

evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the

remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

and approving the compensation of all of our other officers;

our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required

to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may

recommend a director nominee for selection by the Board of Directors.

The Board of Directors believes that the independent directors

can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing

nominating committee.

In accordance with the Nasdaq rules, all such directors are independent.

As there is no standing nominating committee,

we do not have a nominating committee charter in place.

Board of Directors will also consider director candidates recommended for nomination by our shareholders during such times as they are

seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).

Our shareholders that wish to nominate a director for election to our Board of Directors should follow the procedures set forth in our

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for directorship, the Board of Directors considers educational background, diversity

of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent

the best interests of our shareholders.

Committee Interlocks and Insider Participation

of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or Board of Directors

of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee

of another entity, one of whose executive officers served on our Board of Directors.

have adopted a Code of Ethics applicable to our directors, officers and employees.

You will be able to review these documents by accessing

our public filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without

charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current

Report on Form 8-K.

Cayman Islands law, directors and officers owe the following fiduciary duties:

to act bona fide in the best interests of the company;

not to make a profit based on their positions as director (unless the company permits them to do so);

not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests.

addition to the above, directors also owe to the company a duty of to act with skill and care which is not fiduciary in nature.

duty has been considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably

be expected from a person of his knowledge and experience.

However, English and Commonwealth courts have moved towards an objective standard

with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,

or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be

forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by

way of permission granted in the third amended and restated memorandum and articles of association or alternatively by shareholder approval

at general meetings.

of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or

contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities

to such entity.

Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes

aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,

he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,

and only present it to us if such entity rejects the opportunity.

Our third amended and restated memorandum and articles of association

will provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity

offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be

reasonable for us to pursue.

We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers

would materially undermine our ability to complete our business combination.

of our management team may become an officer or director of another special purpose acquisition company with a class of securities registered

under the Exchange Act even before we have entered into a definitive agreement regarding our initial business combination.

investors should also be aware of the following other potential conflicts of interest:

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest

in allocating his or her time among various business activities.

the course of their other business activities, our officers and directors may become aware of investment and business opportunities

which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may

have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Sponsor, officers and directors have agreed to waive their redemption rights with respect to our Founder Shares and Public Shares

in connection with the consummation of our initial business combination.

Additionally, our Sponsor, officers and directors have agreed

to waive their redemption rights with respect to their Founder Shares if we fail to consummate our initial business combination within

18 months after the closing of our IPO (or up to 25 months from the closing of our IPO if we extend the period of time to consummate

a business combination by the full amount of time).

If we do not complete our initial business combination within such applicable

time period, the proceeds of the sale of the Placement Units held in the trust account will be used to fund the redemption of our

Public Shares, and the Rights will expire worthless.

With certain limited exceptions, the Founder Shares will not be transferable,

assignable or salable by our Sponsor until the earlier of (1) one year after the completion of our initial business combination and

(2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our

initial business combination that results in all of our shareholders having the right to exchange their Ordinary Shares for cash,

securities or other property.

Notwithstanding the foregoing, if the last sale price of our Ordinary Shares equals or exceeds $12.00

per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,

the Founder Shares will be released from the lock-up.

With certain limited exceptions, the Placement Units, Private Placement Shares,

Private Placement Rights and the Ordinary Shares underlying such Rights will not be transferable, assignable or salable by our Sponsor

until 30 days after the completion of our initial business combination.

Since our Sponsor and officers and directors may directly

or indirectly own Ordinary Shares and Rights following our IPO, our officers and directors may have a conflict of interest in determining

whether a particular target business is an appropriate business with which to effectuate our initial business combination.

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect

to our initial business combination.

conflicts described above may not be resolved in our favor.

as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business

opportunities meeting the above-listed criteria to multiple entities.

Below is a table summarizing the entities to which our officers

and directors currently have fiduciary duties or contractual obligations:

38Fule Technology Company

Global Advisors, Inc

consulting and advisory

office investing in growth-stage Fintech and Enterprise SaaS companies

A flagship company of Allegis Group, offers specialized IT services and talent solutions

Account Manager

law firm in the U.S.

if any of the above officers or directors becomes aware of a business combination opportunity which is suitable for any of the above

entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity,

subject to his or her fiduciary duties under Cayman Islands law.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors.

In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would

obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for

the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to

our Company from a financial point of view.

the event that we submit our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors

have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares held by them (and their permitted

transferees will agree) and any Public Shares purchased during or after the IPO in favor of our initial business combination.

on Liability and Indemnification of Officers and Directors

Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification

of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public

policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime.

Our amended and

restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent

permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful

We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors

against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify

our officers and directors.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us

pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy

as expressed in the Securities Act and is therefore unenforceable.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

Directors, Executive Officers and

Corporate Governance

We have adopted a written Code of Ethics and Business

Conduct that applies to our directors, officers, and all employees.

We intend to disclose any amendments to, or waivers from, our code

of ethics and business conduct that are required to be publicly disclosed pursuant to rules of the SEC by filing such amendment or waiver

with the SEC.

This code of ethics and business conduct can be found in the “Governance – Governance Documents” section

of our website, www.citiusonc.com .

The other information required by this Item concerning

our directors and executive officers is incorporated by reference to the section captioned “Proposal No.

1—Election of Directors”

and “Corporate Governance” to be contained in our proxy statement related to the 2025 Annual Meeting of Stockholders (the

“Proxy Statement”), which information is expected to be filed with the SEC within 120 days of the end of our fiscal year pursuant

to General Instruction G(3) of Form 10-K or as otherwise provided by amendment to this Form 10-K.

The information required by this Item

concerning compliance with Section 16(a) of the Exchange Act by our directors, executive officers and persons who own more than 10% of

our outstanding common stock is incorporated by reference from the section captioned “Section 16(a) Beneficial Ownership Reporting

Compliance” to be contained in the Proxy Statement or as otherwise provided by amendment to this Form 10-K.

Executive Compensation

of our officers or directors have received any cash compensation for services rendered to us.

Commencing on the date that our securities

are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an

affiliate of our Sponsor a total of $10,000 per month for office space, administrative and support services.

Our Sponsor, officers and

directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,

management or other fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known,

in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the

post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers

will be determined by a compensation committee constituted solely by independent directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after the initial business combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting

a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

agreements with our officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date hereof by:

person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

of our officers and directors;

of our officers and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary

shares beneficially owned by them.

beneficial ownership of our Ordinary Shares is based on an aggregate of 6,653,077 Ordinary Shares issued and outstanding as of the date

Name and Address of Beneficial Owner (1)

Ordinary Shares

Percentage of

Ordinary Shares

10XYZ Holdings LP (3)

Xiaofeng Yuan (3)

Taylor Zhang (3)

Joel Mayersohn

Brian Hartzband

All executive officers and directors as a group (5 individuals)

Hudson Bay Capital Management LP (4)

Wolverine Asset Management, LLC (5)

Mizuho Financial Group, Inc.

otherwise noted, the business address of each of the following entities or individuals is 420 Lexington Ave Suite 2446, New York,

shown consist of Founder Shares and Private Placement Shares.

of Xiaofeng Yuan, our Chief Executive Officer and Chairman of our Board of Directors and Taylor Zhang, our Chief Financial Officer,

may be deemed to beneficially own shares held by our Sponsor by virtue of his control over 10XYZ Management LLC, the general partner

of our Sponsor, as its managing members.

Zhang disclaims beneficial ownership of our ordinary shares held

by our Sponsor other than to the extent of his pecuniary interest in such shares.

on a Schedule 13G filed by the reporting persons.

Sander Gerber serves as the managing member of Hudson Bay Capital GP LLC, which

is the general partner of Hudson Bay Capital Management LP.

Gerber disclaims beneficial ownership of these securities.

for the reporting persons is 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830.

on a Schedule 13G filed by the reporting persons.

Wolverine Holdings, L.P.

serves as the managing member of Wolverine Asset Management,

Bellick and Christopher L.

Gust may be deemed to control Wolverine Trading Partners, Inc., the general partner of

Wolverine Holdings, L.P.

Each of Wolverine Holdings, L.P., Mr.

Gust, and Wolverine Trading Partners, Inc.

and disposition power over 567,211 ordinary shares of the Issuer.

The address for the reporting persons is 175 West Jackson Boulevard,

Suite 340, Chicago, IL 60604.

on a Schedule 13G filed by the reporting persons, Mizuho Financial Group, Inc., Mizuho Bank,

and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities

USA LLC which is their wholly-owned subsidiary.

Certain Relationships and Related Transactions, and Director Independence.

March 2021, we issued an aggregate of 1,437,500 founder shares to our Sponsor for an aggregate purchase price of $25,000, or approximately

$0.017 per share.

On December 20, 2021, the Board of Directors of the Company and our Sponsor, as sole shareholder of the Company, approved,

through a special resolution, the following share capital changes:

of the authorized but unissued 150,000,000 Class A ordinary shares were cancelled and re-designated as ordinary shares of $0.0001

par value each;

of the 1,437,500 Class B ordinary shares in issue were exchanged in consideration for the issuance of 1,437,500 ordinary shares of

$0.0001 par value each;

completion of the above steps, the authorized but unissued 10,000,000 Class B ordinary shares were cancelled.

December 20, 2021, the Company issued an additional 287,500 Ordinary Shares to our Sponsor for no additional consideration, resulting

in our Sponsor holding an aggregate of 1,725,000 Ordinary Shares (the “Founder Shares”).

The issuance was considered as a

bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively.

The Founder Shares

include an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment

is not exercised in full or in part.

With the consummation of the IPO (including partial exercise by the underwriter of its over-allotment

option), 75,000 Founder Shares were forfeited, resulting in our Sponsor holding an aggregate of 1,650,000 Founder Shares.

October 18, 2022, simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement

(the “Private Placement”) of 394,000 Units (the “Placement Units”), each Placement Unit consisting of one Ordinary

Share (the “Private Placement Share”) and one right (the “Private Placement Right”), to the Sponsor at a price

of $10.00 per Placement Unit, generating total proceeds of $3,940,000.

The Private Placement Shares and the Private Placement Rights

(including the Ordinary Shares issuable upon conversion of the Private Placement Rights) may not, subject to certain limited exceptions,

be transferred, assigned or sold by it until 30 days after the completion of our initial business combination.

There will be no redemption

rights or liquidating distributions from the trust account with respect to the Founder Shares, Private Placement Shares, or Private Placement

Rights which will expire worthless if we do not consummate a business combination within the allotted 9-month period (or up to 25 months

from the closing of our IPO if we extend the period of time to consummate a business combination by the full amount of time).

of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,

more fully discussed in “Item 10.

Directors, Executive Officers and Corporate Governance — Conflicts of Interest,”

if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any

entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination

opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under

Cayman Islands law.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take

priority over their duties to us.

entered into an Administrative Services Agreement with our Sponsor pursuant to which we will pay a total of $10,000 per month for

office space, administrative and support services to such affiliate.

Upon completion of our initial business combination or our

liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation of our initial business combination

takes the full 9 months (or up to 25 months from the closing of our IPO if we extend the period of time to consummate a business

combination by the full amount of time), an affiliate of our Sponsor will be paid a total of $120,000 ($10,000 per month) for office

space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in

connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business

combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or

our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling

on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

of December 31, 2023, we have $1,320,000 borrowings under the promissory note with our Sponsor.

On April 14, 2023, our Sponsor agreed to loan to us up to $300,000 to be used for a portion of the expenses of our IPO.

(there are no amounts currently outstanding under it).

July 18, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $660,000 (the “Extension Fee”)

to the Sponsor.

The Extension Fee was issued in connection with the Company’s amended and restated memorandum and articles of association

(the “ Second A&R Memorandum and Articles ”) which provides that the

Company may extend the period of time to consummate a business combination up to three times, each by an additional three months, subject

to our Sponsor, or its designee, depositing $660,000 into the trust account of the Company.

On July 18, 2023, the Company deposited $660,000

into the trust account of the Company to extend the date by which it must consummate an initial business combination from July 18, 2023

to October 18, 2023 (the “Extension”).

October 18, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $660,000 (“Extension Fee

2”) to the Sponsor, pursuant to the Second A&R Memorandum and Articles .

On October 18, 2023, the Company deposited $660,000 into the trust account of the Company to extend the date by which it must consummate

an initial business combination from October 18, 2023 to January 18, 2024 (“Extension No.2”).

January 17, 2024, the Company held an extraordinary general meeting of shareholders (the “Meeting”), in lieu of the 2023

annual general meeting, at which the Company’s shareholders approved, among other proposals, a proposal, by special resolution,

to amend the Company’s Second A&R Memorandum and Articles in their entirety and the substitution in their place of the

third amended and restated memorandum and articles of association of the Company (the “ Third A&R Memorandum and Articles ”),

which provides that the Company may elect to extend the date by which the Company has to consummate a business combination (the “ Combination

Period ”) for a total of eight (8) times, as follows:

for a deposit into the Company’s

trust an amount equal to the lesser of $200,000 or $0.10 per public share that is not redeemed, an additional three (3) month extension

from January 18, 2024 to April 18, 2024;

for a deposit into the Company’s

trust an amount equal to the lesser of $66,667 or $0.03 per public share that is not redeemed, for each month during the subsequent additional

one (1) month extensions from April 18, 2024 to November 18, 2024.

January 17, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $200,000 (“Extension Fee

3”) to Citius Pharma, pursuant to the Third A&R Memorandum and Articles .

On January 17, 2024, Citius Pharma deposited $200,000 into the trust account of the Company to extend the date by which it must consummate

an initial business combination from January 18, 2024 to April 18, 2024 (“Extension No.3”).

to our third amended and restated memorandum and articles of association, we may extend the period of time to consummate a business combination

up to eight times, once by an additional three (3) months and seven times each by an additional month (for a total of up to 25 months

to complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public

shareholders redemption rights in connection therewith.

In order to extend the time available for us to consummate our initial business

combination, our Sponsor or its affiliates or designees, upon two days advance notice prior to the applicable deadline, must deposit

into the trust account the lesser of (i) $200,000 ($0.10 per share) on or prior to the date of the applicable deadline, for the three

(3) month extension and (ii) $66,667 ($0.03 per share) on or prior to the date of the applicable deadline, for each one month extension.

Any such payments would be made in the form of a loan.

Any such loans will be non-interest bearing and payable upon the consummation

of our initial business combination.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds

of the trust account released to us.

If we do not complete a business combination, we will not repay such loans.

addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate

of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete

an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination does not close,

we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust

account would be used for such repayment.

to $1,500,000 of the loans made by our Sponsor, our officers and directors, or our or their affiliates to us prior to or in connection

with our initial business combination may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon

consummation of our initial business combination.

The Units would be identical to the Placement Units.

The terms of such loans by our

Sponsor, our officers and directors, or their affiliates, if any, have not been determined and no written agreements exist with respect

to such loans.

We do not expect to seek loans from parties other than our Sponsor, our officers and directors or an affiliate of theirs

as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access

to funds in our trust account

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender

offer or proxy solicitation materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will

be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial

business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director

compensation.

entered into a registration rights agreement with respect to the Founder Shares, Placement Units, and Units that may be issued on conversion

of working capital loans (and in each case holders of their component securities, as applicable).

have not yet adopted a formal policy for the review, approval or ratification of related party transactions.

Accordingly, the transactions

discussed above were not reviewed, approved or ratified in accordance with any such policy.

have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions

approved by our Board of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any

indebtedness or guarantee of indebtedness) involving the Company.

You will be able to review these documents by accessing our public

filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge

upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report

addition, our audit committee, pursuant to a written charter that we have adopted prior to the consummation of our IPO, is responsible

for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority

of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related

party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

Without a meeting, the unanimous

written consent of all of the members of the audit committee will be required to approve a related party transaction.

We also require

each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information

about related party transactions.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a

conflict of interest on the part of a director, employee or officer.

further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated

with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent

investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to

acquire or an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements or cash payments will be made to our Sponsor, officers or directors, or our or their

affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination.

following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from the

proceeds of our IPO held in the trust account prior to the completion of our initial business combination:

of up to an aggregate of up to $1,320,000 in loans, if any, made to us by our Sponsor to cover offering-related and organizational

The Sponsor has entered into a promissory note with TenX, dated April 14, 2023 (the “April Promissory Note”)

issued by TenX to the Sponsor, pursuant to which TenX may borrow up to $300,000 from the Sponsor.

The April Promissory Note is non-interest

bearing, unsecured and due and payable in full on the earlier of the date TenX consummates its initial business combination and the date

that winding up of TenX is effective.

If TenX does not complete its initial business combination within the required period, it may use

a portion of its working capital held outside the trust account to repay such advances and any other working capital advances made to

TenX, but no proceeds held in the trust account would be used to repay such advances and any other working capital advances made to TenX,

and such related party may not be able to recover the value it has loaned to TenX and any other working capital advances it may make.

The Sponsor has the right, but not the obligation, to convert the April Promissory Note, in whole or in part, up to $1,500,000, collectively

with all other such promissory notes, into private TenX Units at a price of $10.00 per unit, each consisting of TenX Ordinary share

and one TenX Right upon the consummation of a business combination.

to an affiliate of our Sponsor of $10,000 per month, for up to 18 months (or up to 25 months from the closing of our IPO if we extend

the period of time to consummate a business combination by the full amount of time), for office space, utilities and secretarial

and administrative support;

Reimbursement

for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

of non-interest bearing loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors

to finance transaction costs in connection with an intended initial business combination and repayment of non-interest bearing loans

which may be made by our Sponsor or its affiliates to extend our time period for consummating a business combination, the terms of

which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000 of the loans made by our Sponsor, our officers and directors, or our or their affiliates to us prior to or in connection

with our initial business combination may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon

consummation of our initial business combination.

The Units would be identical to the Placement Units.

audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

Nasdaq listing standards require that a majority of our Board of Directors be independent.

An “independent director” is defined

generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer

of an organization that has a relationship with the company).

Our board has determined that each of Cathy Jiang, Joel Mayersohn and Brian

Hartzband is an independent director under applicable SEC and Nasdaq rules.

Our independent directors will have regularly scheduled meetings

at which only independent directors are present.

Principal Accounting Fees and Services.

following is a summary of fees paid or to be paid to Marcum LLP (“Marcum”) for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional

services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for

the respective periods and other required filings with the SEC for the years ended December 31, 2023 and 2022 totaled $199,711 and $59,740,

respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” We did not pay Marcum for professional

services rendered for the years ended December 31, 2023 and 2022.

We did not pay Marcum for tax planning and tax advice for the years ended December 31, 2023 and 2022.

We did not pay Marcum for other services for the years ended December 31, 2023 and 2022.

Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Annual Report:

Financial Statements and Supplementary Data” herein and “Index to Financial Statements”

and financial statements incorporated by reference therein commencing below.

The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

Agreement and Plan of Merger and Reorganization, dated October 23, 2023, by and among the Registrant, Citius Pharmaceuticals, Inc., Citius Oncology, Inc.

and TenX Merger Sub, Inc.

(incorporated herein by reference to Exhibit 2.1 to Form 8-K as filed with the Securities and Exchange Commission on October 24, 2023)

Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

Third Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to Form 8-K filed with the Securities and Exchange Commission on January 18, 2024)

Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

Specimen Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

Specimen Right Certificate (incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

Rights Agreement, dated October 13, 2022, by and between the Registrant and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 4.1 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

Letter Agreement, dated October 13, 2022, by and among the Registrant, its officers and directors, and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

Investment Management Trust Agreement, dated October 13, 2022, by and between the Registrant and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

Registration Rights Agreement, dated October 13, 2022, by and between the Registrant and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

Private Placement Unit Subscription Agreement, dated October 13, 2022, by and between the Registrant and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.4 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

Securities Subscription Agreement, dated March 24, 2021, by and between the Registrant and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.5 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

Amended and Restated Securities Subscription Agreement, dated December 20, 2021, by and between the Registrant and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.10 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

Form of Administrative Services Agreement, by and between the Registrant and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.8 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

Promissory Note, dated July 18, 2023, issued by the Registrant to 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on July 18, 2023)

Promissory Note, dated October 18, 2023, issued by the Registrant to 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on October 18, 2023)

Sponsor Support Agreement, dated October 23, 2023, by and among the Registrant, 10XYZ Holdings LP, Citius Pharmaceuticals, Inc.

and Citius Oncology, Inc.

(incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on October 24, 2023)

Form of Amended and Restated Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on October 24, 2023)

Form of Amended and Restated Shared Services Agreement (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on October 24, 2023)

Promissory Note, dated January 17, 2024, issued by the Registrant to Citius Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on January 18, 2024)

Form of Code of Ethics (incorporated herein by reference to Exhibit 14 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

Policy Relating to Recovery of Erroneously Awarded Compensation

Form of Audit Committee Charter (incorporated herein by reference to Exhibit 99.1 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

Form of Compensation Committee Charter (incorporated herein by reference to Exhibit 99.2 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document – the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags

are embedded within the Inline XBRL document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The information required by this Item concerning

directors and executive compensation is incorporated by reference from the sections captioned “Director Compensation” and

“Executive Compensation”, respectively, to be contained in the Proxy Statement or as otherwise provided by amendment to the

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following table sets forth the indicated information

as of September 30, 2024 with respect to our equity compensation plans:

Plan Category

to be issued upon

options, warrants

available for

issuance under equity

Equity compensation plans approved by security holders

2023 Omnibus Stock Inventive Plan

2024 Omnibus Stock Incentive Plan

Our equity compensation plan consists of the Citius

Oncology, Inc.

2023 Omnibus Stock Option Plan which was approved by shareholders of Citius Oncology, Inc.

on April 29, 2023, and the Citius

Oncology, Inc.

2024 Omnibus Stock Incentive Plan, which was approved by the securityholders of TenX on August 2, 2024, in anticipation

of the Merger.

We do not have any equity compensation plans or arrangements that have not been approved by stockholders.

The other information required by this Item is

incorporated by reference to the information under the section captioned “Security Ownership of Certain Beneficial Owners and

Management” to be contained in the Proxy Statement or as otherwise provided by amendment to this Form 10-K.

Certain Relationships and Related

Transactions, and Director Independence

The information required by this Item is incorporated

by reference to the information under the section captioned “Certain Relationships and Related Transactions” and “Proposal

1—Election of Directors” to be contained in the Proxy Statement or as otherwise provided by amendment to this Form

Principal Accountant Fees and Services

The information required by this Item is incorporated

by reference to the information under the section captioned “Auditor and Audit Committee Matters” to be contained in the Proxy

Statement or as otherwise provided by amendment to this Form 10-K.

Exhibits and Financial Statement Schedules

Description of Document

Agreement and Plan of Merger and Reorganization, dated as of October 23, 2023, by and among Citius Pharmaceuticals, Inc., Citius Oncology, Inc., TenX Keane Acquisition and TenX Merger Sub, Inc.

Certificate of Incorporation of Citius Oncology, Inc.

Bylaws of Citius Oncology, Inc.

Specimen Common Stock Certificate of Citius Oncology, Inc.

Description of Common Stock.

Amended and Restated Registration Rights Agreement, dated as of August 12, 2024 by and between Citius Oncology, Inc.

and the signatories thereto.

Amended and Restated Shared Services Agreement, dated as of August 12, 2024, by and among Citius Oncology, Inc.

and Citius Pharmaceuticals, Inc.

2023 Omnibus Stock Incentive Plan.

2024 Omnibus Stock Incentive Plan.

Asset Purchase Agreement, dated as of September 1, 2021, between Dr.

Reddy’s Laboratories S.A.

and Citius Pharmaceuticals, Inc.

Amended and Restated License, Development and Commercialization Agreement, dated as of February 26, 2018, between Eisai, Ltd.

Reddy’s Laboratories S.A.

Amendment No.

1 to Amended and Restated License, Development and Commercialization Agreement, dated as of August 9, 2018, between Eisai, Ltd.

Reddy’s Laboratories S.A.

Amendment No.

2 to Amended and Restated License, Development and Commercialization Agreement, dated as of August 31, 2021, between Eisai, Ltd.

Reddy’s Laboratories S.A.

Description of Document

Side Letter Agreement, dated August 12, 2024, by and by and among Citius Pharmaceuticals, Inc., Citius Oncology, Inc., TenX Keane Acquisition and TenX Merger Sub, Inc.

Promissory Note, dated July 18, 2023, issued by TenX Keane Acquisition to 10XYZ Holdings LP.

Promissory Note, dated October 18, 2023, issued by TenX Keane Acquisition to 10XYZ Holdings LP.

Promissory Note, dated August 16, 2024, by and between Citius Oncology, Inc.

and Citius Pharmaceuticals, Inc.

Letter from Marcum LLP to the Securities and Exchange Commission, dated August 16, 2024.

Insider Trading Policy.

Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).

Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

INLINE XBRL INSTANCE DOCUMENT

INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE

INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

Cover Page Interactive Data File, formed in Inline Extensible Business Reporting Language (iXBRL)

* Certain portions, schedules and exhibits to this Exhibit have

been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K.

The Registrant agrees to furnish supplemental

copies of all omitted portions, exhibits and schedules to the Securities and Exchange Commission upon its request.

Indicates management contract or compensatory plan.

Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

KEANE ACQUISITION

April 16, 2024

Xiaofeng Yuan

Executive Officer and Chairman

Executive Officer)

Financial Officer and Director

Financial Officer and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons

on behalf of the registrant and in the capacities and on the dates indicated.

Xiaofeng Yuan

Executive Officer and Chairman

Executive Officer)

Financial Officer and Director

Accounting and Financial Officer)

Joel Mayersohn

“Trey” Hickey

Brian Hartzband

Keane Acquisition

THE YEAR ENDED DECEMBER 31, 2023

Report of Independent Registered Public Accounting Firm (PCAOB # 688 )

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Keane Acquisition

on the Financial Statements

have audited the accompanying consolidated balance sheet s of TenX Keane Acquisition (the “Company”) as of December

31, 2023 and 2022, the related consolidated statements of operations, changes in shareholders’ equity (deficit) and cash flows

for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period

ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As described in Note

1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more

businesses on or before April 18, 2024 or make a deposit into the Company’s trust account at a specified amount to extend the business

combination deadline by an additional seven months through November 18, 2024.

The Company entered into an agreement and plan of merger

and reorganization with a business combination target on October 24, 2023;

however, the completion of this transaction is subject to

the approval of the Company’s shareholders among other conditions.

There is no assurance that the Company will obtain the necessary

approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction

prior to April 18, 2024, if at all.

The Company also has no approved plan in place to extend the business combination deadline and fund

operations for any period of time after April 18, 2024, in the event that it is unable to complete a business combination by that date.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with

regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary should

the Company be unable to continue as a going concern.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit s in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit s

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit s we are required to obtain an understanding of internal control over financial reporting but not for the

purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

audit s included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit s also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audit s provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2021.

KEANE ACQUISITION

BALANCE SHEETS

Not applicable.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

CITIUS ONCOLOGY, INC.

December 27, 2024

/s/ Leonard Mazur

Leonard Mazur

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Leonard Mazur

Chief Executive Officer and Director

December 27, 2024

Leonard Mazur

(Principal Executive Officer)

/s/ Myron Holubiak

Secretary and Director

December 27, 2024

Myron Holubiak

/s/ Jaimie Bartushak

Chief Financial Officer and Treasurer

December 27, 2024

Jaime Bartushak

(Principal Financial Officer and Principal Accounting Officer)

/s/ Suren Dutia

December 27, 2024

/s/ Eugene Holuka

December 27, 2024

Eugene Holuka

/s/ Joel Mayersohm

December 27, 2024

Joel Mayersohm

/s/ Dennis McGrath

December 27, 2024

Dennis McGrath

/s/ Robert Smith

December 27, 2024

/s/ Carol Webb

December 27, 2024

CITIUS ONCOLOGY, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 392 ) F-2

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Stockholders’ Equity F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

Report of Independent Registered Public Accounting

To the Stockholders and the Board of Directors of Citius Oncology,

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Citius

Oncology, Inc.

(the Company) as of September 30, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’

equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of September 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

Emphasis of a Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has suffered recurring losses

and has a working capital deficit as of September 30, 2024.

The Company is a majority-owned subsidiary of Citius Pharmaceuticals, Inc.

Citius Pharmaceuticals, Inc.

funds the majority of the Company’s operations;

therefore, the Company is economically dependent on

the continued financial support of Citius Pharmaceuticals, Inc.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

Management’s plans in regard to these matters are described in Note 2.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent

with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control

over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Wolf & Company, P.C.

We have served as the Company’s auditor since 2022.

Boston, Massachusetts

December 27, 2024

CITIUS ONCOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2024 AND 2023

Current Assets:

Cash and cash equivalents

Prepaid expenses

Total Current Assets

Investments held in trust account

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Other Assets:

In-process research and development

Total Other Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accrued offering costs

Accounts payable

License payable

Accrued expenses

Note payable - Sponsor

Due to related party

Total Current Liabilities

Commitments and contingencies

Ordinary shares subject to possible redemption ( 6,600,000

shares at redemption value of approximately $ 10.99

per share as of December 31, 2023 and December 31, 2022, respectively.)

Shareholders’ Equity (Deficit):

Preferred shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Ordinary shares, $ 0.0001

Deferred tax liability

Note payable to related party

Total Liabilities

Stockholders’ Equity:

Preferred stock - $ 0.0001 par value;

10,000,000 shares authorized:

and 2,416,000 shares issued and outstanding (excluding 6,600,000

shares subject to possible redemption) as of December 31, 2023 and 2022, respectively

no shares issued and outstanding

Common stock - $ 0.0001 par value;

100,000,000 ;

71,552,402 and 67,500,000 shares issued and outstanding at September 30, 2024 and 2023, respectively

Additional paid-in capital

Retained earnings (Accumulated deficit)

Accumulated deficit

( 39,278,587 )

Total Shareholders’ Equity (Deficit)

( 18,129,840 )

T otal Liabilities and Shareholders’ Equity (Deficit)

accompanying notes are an integral part of these consolidated financial statements.

KEANE ACQUISITION

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED

General and administrative costs

Operating loss

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

See accompanying report

of independent registered public accounting firm and notes to the financial statements.

Reflects a 675,000-for-1

stock split effective July 5, 2023.

CITIUS ONCOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

Operating Expenses:

Research and development

General and administrative

Stock-based compensation – general and administrative

Total Operating Expenses

Loss before Income Taxes

( 20,572,747 )

( 12,121,241 )

Interest income on investments held in trust account

Change in derivative liability

Total other income

Weighted average ordinary shares outstanding, basic and diluted for ordinary shares subject to redemption

Basic and diluted net income per ordinary share for ordinary shares subject to redemption

Weighted average ordinary shares outstanding, basic and diluted for ordinary shares not subject to

Basic and diluted net income per ordinary share for ordinary shares not subject to redemption

accompanying notes are an integral part of these consolidated financial statements.

KEANE ACQUISITION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

the YEARS ended DECEMBER 31, 2023 AND 2022

Ordinary Shares

(Accumulated Deficit)

Shareholders’

Balance, January 1, 2023

Shares forfeited due to partial

exercise of underwriters overallotment (1)

Remeasurement of ordinary shares subject to redemption

Income tax expense

$ ( 21,148,747 )

$ ( 12,697,241 )

Balance, December 31, 2023

Net Loss Per Share – Basic and Diluted

Weighted Average Common Shares Outstanding – Basic and Diluted

See accompanying report of independent registered

public accounting firm and notes to the financial statements.

Reflects a 675,000-for-1

stock split effective July 5, 2023.

CITIUS ONCOLOGY, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

Preferred Stock

Stockholders’

Balance, 30-Sep-22

( 5,432,599 )

Stock-based compensation expense

( 12,697,241 )

Ordinary Shares

(Accumulated Deficit)

Shareholders’

Balance, January 1, 2022

Payment for founder shares

Private placement rights proceeds

Fair value of public rights

Fair value of underwriter shares

Issuance costs

Remeasurement of ordinary shares subject to redemption

( 12,697,241 )

Balance, 30-Sep-23

( 18,129,840 )

Balance, December 31, 2022

to shares forfeited during the year ended December 31, 2022.

accompanying notes are an integral part of these consolidated financial statements.

KEANE ACQUISITION

STATEMENTS OF CASH FLOWS

DECEMBER 31, 2022

FOR THE YEAR ENDED

DECEMBER 31, 2022

Capital contributions by parent

Stock-based compensation expense

Merger, net of transaction costs of $ 2,358,780

( 2,754,701 )

( 2,754,296 )

( 21,148,747 )

Balance, 30-Sep-24

( 39,278,587 )

See accompanying report of independent registered

public accounting firm and notes to the financial statements.

Reflects a 675,000-for-1

stock split effective July 5, 2023.

CITIUS ONCOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

Cash Flows From Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest income on investments held in trust account

$ ( 21,148,747 )

Change in operating assets and liabilities:

$ ( 12,697,241 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Stock-based compensation expense

Deferred income tax expense

Changes in operating assets and liabilities:

( 2,133,871 )

Prepaid expenses

Deferred offering costs

( 1,100,000 )

( 5,044,713 )

Accounts payable

Accrued expenses

Net cash used in operating activities

Due to related party

Net Cash Provided By Operating Activities

Cash Flows From Investing Activities:

Cash deposited into trust account

( 1,320,000 )

License payment

( 5,000,000 )

1 unchanged sentence

( 5,000,000 )

( 67,320,000 )

Cash Flows From Financing Activities:

Sale of ordinary shares

Net proceeds from sale of private placement ordinary shares

Underwriting fee

Cash contributed by parent

( 2,754,296 )

Proceeds from issuance ordinary shares to sponsor

Repayment of sponsor note

Proceeds from sponsor note

Advance from related party

Proceeds from issuance of note payable to related party

Net Cash Provided By Financing Activities

Net change in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure of non-cash financing activities:

Remeasurement of ordinary shares subject to possible redemption

accompanying notes are an integral part of these consolidated financial statements.

KEANE ACQUISITION

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

Keane Acquisition (the “Company”) was incorporated in the Cayman Islands on March 1, 2021.

The Company was formed for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

Company is not limited to a particular industry or sector for purposes of consummating an Initial Business Combination.

The Company is

an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging

growth companies.

of December 31, 2023, the Company had not commenced any operations.

All activity for the period from March 1, 2021 (inception) through

December 31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

is described below.

The Company will not generate any operating revenues until after the completion an initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed

Public Offering.

The Company has selected December 31 as its fiscal year end.

registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared

effective on October 13, 2022.

On October 18, 2022, the Company consummated the Initial Public Offering of 6,600,000

units, including 600,000

additional units issued pursuant to the partial exercise by the underwriter of its over-allotment option, (“Units” and,

with respect to the ordinary share included in the Units being offered, the “Public Shares”), generating gross proceeds

of $ 66,000,000 ,

which is described in Note 3.

Simultaneously

with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (the “Private

Placement”) of 394,000 Units (the “Placement Units”), to 10XYZ Holdings LP (the “Sponsor”) at a price

of $ 10.00 per Placement Unit, generating total proceeds of $ 3,940,000 .

of October 18, 2022, transaction costs amounted to $ 4,859,330 consisting of $ 1,320,000 of cash underwriting fees, non-cash underwriting

fees of $ 2,922,480 represented by the fair value of 297,000 shares issued to the underwriter and $ 616,850 of other offering costs.

costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon

completion of the Initial Public Offering.

the closing of the Initial Public Offering on October 18, 2022, an amount of $ 67,320,000 ($ 10.20 per Unit) from the net proceeds of the

sale of the Units in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the Trust Account.

funds held in the Trust Account may be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the

Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any

open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7

of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination or (ii)

the distribution of the Trust Account, as described below.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination.

The stock exchange listing rules require that the Business Combination must be with one or more

operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (as defined below)

(excluding the taxes payable on the income earned on the Trust Account).

The Company will only complete a Business Combination if the

post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise

acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under

the Investment Company Act of 1940, as amended (the “Investment Company Act”).

is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Proposed Public

Offering, management has agreed that $ 10.00 per Unit sold in the Proposed Public Offering, including proceeds of the sale of the Private

Placement Units, will be held in a trust account (the “Trust Account”) and invested in U.S.

government securities, within

the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment

company that holds itself out as a money market fund investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7

of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii)

the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem

all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination

or (ii) by means of a tender offer in connection with the Business Combination.

The decision as to whether the Company will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the

Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business

Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the

“Certificate of Incorporation”).

In accordance with the rules of the U.S.

Securities and Exchange Commission (the

“SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption

provisions not solely within the control of a company require ordinary share subject to redemption to be classified outside of

permanent equity.

Given that the Public Shares will be issued with other freestanding instruments (i.e., rights), the initial

carrying value of ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC

The ordinary shares are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the

Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the

date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the

instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the

instrument to equal the redemption value at the end of each reporting period.

The Company has elected to immediate fair value

The accretion will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained

earnings, additional paid-in capital).

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 ,

the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes

Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does

not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that

may be contained in the agreement relating to the Business Combination.

If the Company seeks shareholder approval of the Business Combination,

the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving

a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting

of the Company, or such other vote as required by law or stock exchange rule.

If a shareholder vote is not required and the Company does

not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum

and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the

“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement

with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination,

the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed

Public Offering in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public

Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding

the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant

to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder

is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public

Shares without the Company’s prior written consent.

Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with

the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association

(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial

Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination

Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business

combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval

of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public

Company will have until 18 months (or 25 months if the Company extends the period) from the closing of the Public Offering to

consummate a Business Combination (the “Combination Period”).

However, if the Company has not completed a Business

Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as

promptly as reasonably possible but not more than ten business days thereafter, redeem 100 %

of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000

of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will

completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating

distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the

Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the

Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable

The Company convened an extraordinary general meeting of shareholders on January 17, 2024, regarding the extension

See the subsequent event disclosure below.

Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will

receive if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor or any of its

respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account

if the Company fails to complete a Business Combination within the Combination Period.

In the event of such distribution, it is possible

that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($ 10.00 ).

order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent

any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products

sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce

the amount of funds in the Trust Account to below the lesser of (1) $ 10.00 per Public Share and (2) the actual amount per Public Share

held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share, due to reductions

in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.

This liability will not apply to any

claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the

Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under

the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable

against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will

seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to

have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target

businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest

or claim of any kind in or to monies held in the Trust Account.

Concern Consideration

Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

In addition, the Company

currently has less than 12 months from the date these financial statements were issued to complete a Business Combination transaction.

If the Company is unsuccessful in consummating an initial Business Combination by April 18, 2024, per the mandatory liquidation requirement,

the Company must cease all operations, redeem the Public Shares and thereafter liquidate and dissolve.

In connection with the Company’s

assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company does not have adequate liquidity

to sustain operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for

a period of time within one year after the date that the financial statements are issued.

There is no assurance that the Company’s

plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

and Uncertainties

continues to monitor the Russian invasion of Ukraine and its global impact.

We have no operations, employees or assets in Russia, Belarus

While the conflict continues to evolve and the outcome remains highly uncertain, we do not currently believe the Russia-Ukraine

conflict will have a material impact on our business and results of operations.

However, if the Russia-Ukraine conflict continues or

worsens, leading to greater global economic or political disruptions and uncertainty, our business and results of operations could be

materially impacted as a result.

continues to monitor the Israel and the Gaza Strip conflict and its global impact.

We have no operations, employees or assets in Israel

or the Gaza Strip.

While the conflict continues to evolve and the outcome remains uncertain, we do not currently believe the Gaza Strip

conflict will have a material impact on our business and results of operations.

of December 31, 2023 and 2022, the Company had $ 72,565,394 and $ 67,813,020 investments held in trust, respectively.

Business Combination

October 24, 2023, the Company announced that it had entered into an agreement and plan of merger and reorganization (the “Merger

Agreement”), dated October 23, 2023, by and among TenX Merger Sub, Inc., a Delaware corporation and the Company’s wholly

owned subsidiary (“Merger Sub”), Citius Pharmaceuticals, Inc., a Nevada corporation (“Citius Pharma”), and Citius

Oncology, Inc., a Delaware corporation and wholly owned subsidiary of Citius Pharma (“Citius Oncology”), to acquire Citius

The Merger Agreement provides, among other things, on the terms and subject to the conditions set forth therein, (i) that Merger

Sub will merge with and into Citius Oncology, with Citius Oncology to be renamed and to survive as a wholly owned subsidiary of TenX

(the “Merger”), and (ii) that prior to the effective time of the Merger (the “Effective Time”), TenX will migrate

to and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and

the Cayman Islands Companies Act (As Revised) (the “Domestication”).

The newly combined publicly traded company is to be

named “Citius Oncology, Inc.” (the “Combined Company”).

The Domestication, Merger and the other transactions

contemplated by the Merger Agreement are referred to in this section as the “Business Combination”.

the Merger, all shares of Citius Oncology would be converted into the right to receive ordinary share of the Combined Company.

result, upon closing, Citius Pharma would receive 67.5

million shares of ordinary share of the Combined Company which, at an implied value of $ 10.00

per share, would be $ 675

million in equity of the Combined Company, before fees and expenses.

As part of the transaction, Citius Pharma will contribute

million in cash to the Combined Company.

An additional 12.6

million existing options will be assumed by the Combined Company.

Citius Pharma and the Combined Company will also enter into an

amended and restated shared services agreement, which, among other things, will govern certain management and scientific services

that Citius Pharma will continue to provide to the Combined Company following the Effective Time.

Merger Agreement, Business Combination and the transactions contemplated thereby were unanimously approved by the boards of

directors of each of the Company, Citius Pharma and Citius Oncology.

The transaction is expected to be completed in the first half

of 2024, subject to approval by shareholders of the Company and other customary closing conditions, including final regulatory

approvals and SEC filings.

There can be no assurance regarding the ultimate timing of the proposed transaction or that the

transaction will be completed at all.

will have until 18 months from the closing of our IPO to consummate an initial business combination (the “Combination Period”).

However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may extend the

Combination Period up to seven (7) times, each time for an additional month (for a total of up to 25 months to complete a business combination)

without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in

connection therewith.

Pursuant to the terms of our third amended and restated memorandum and articles of association and the trust agreement

entered into between us and American Stock Transfer & Trust Company on October 13, 2022, in order to extend the time available for

us to consummate our initial business combination, our Sponsor or its affiliates or designees, upon two days advance notice prior to

the applicable deadline, must deposit into the trust account the lesser of $ 66,667 or $ 0.03 per public share that is not redeemed on

or prior to the date of the applicable deadline, for each one month extension.

Any such payments would be made in the form of a loan.

Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination.

If we complete our

initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us.

complete a business combination, we will not repay such loans.

Furthermore, the letter agreement with our initial shareholders contains

a provision pursuant to which our Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust

account in the event that we do not complete a business combination.

Our Sponsor and its affiliates or designees are not obligated to

fund the trust account to extend the time for us to complete our initial business combination.

Up to $ 1,500,000 of the loans made by

our Sponsor, our officers and directors, or our or their affiliates to us prior to or in connection with our initial business combination

(including loans made to extend our time period for consummating a business combination) may be convertible into Units at a price of

$ 10.00 per Unit at the option of the lender.

we are unable to consummate an initial business combination within such time period, we will, as promptly as reasonably possible but

not more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal

to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account (net

of interest that may be used by us to pay our taxes payable and for dissolution expenses), divided by the number of then outstanding

Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to

receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve

and liquidate.

We expect the pro rata redemption price to be approximately $ 10.99 per public share (subject to increase of up to an additional

approximately $ 0.03 per share for each month in the event that our Sponsor elects to extend the period of time to consummate a business

combination by the full seven months), without taking into account any interest earned on such funds.

However, we cannot assure you that

we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our

public shareholders.

anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares

will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial

business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target

business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete

such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction company owns or acquires

50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority

interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding

capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance

of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority

of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target

business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned

or acquired is what will be valued for purposes of the 80% of net assets test.

If our initial business combination involves more than

one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses

Net Change in Cash and Cash Equivalents

Cash and Cash Equivalents – Beginning of Year

Cash and Cash Equivalents – End of Year

Supplemental Disclosures of Cash Flow Information and Non-cash Activities:

IPR&D Milestones included in License Payable

Capital Contribution of due to related party by parent

Prepaid Manufacturing transferred to Inventory

See accompanying report of independent registered

public accounting firm and notes to the financial statements.

CITIUS ONCOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Citius Oncology, Inc.

(formerly Citius Acquisition

Corp.) (“Citius Oncology,” the “Company” or “we”) is a specialty pharmaceutical company dedicated

to the development and commercialization of critical care products targeting unmet needs with a focus on oncology products.

We are developing

E7777 (denileukin diftitox), a late-stage oncology immunotherapy for the treatment of cutaneous T-cell lymphoma (“CTCL”),

a rare form of non-Hodgkin lymphoma.

We have obtained the trade name of LYMPHIR for E7777.

Since its inception, the Company has devoted substantially

all of its efforts to business planning, research and development, and recruiting management and technical staff.

Citius Oncology is subject

to a number of risks common to companies in the pharmaceutical industry including, but not limited to, risks related to the development

by Citius Oncology or its competitors of research and development stage products, market acceptance of any of its products approved for

marketing, competition from larger companies, dependence on key personnel, dependence on key suppliers and strategic partners, the Company’s

ability to obtain additional financing and the Company’s compliance with governmental and other regulations.

Since its inception, Citius Pharmaceuticals, Inc.

(“Citius Pharma”) has funded and continues to fund the Company.

Citius Pharma and the Company are party to an amended and

restated shared services agreement (the “A&R Shared Services Agreement”), which governs certain management and scientific

services that Citius Pharma provides the Company.

On August 23, 2021, Citius Pharma formed Citius

Acquisition Corp.

(“SpinCo”) as a wholly-owned subsidiary in conjunction with the acquisition of LYMPHIR, which began operations

in April 2022, when Citius Pharma transferred the assets related to LYMPHIR to SpinCo, including the related license agreement and asset

purchase agreement (see Note 4).

On October 23, 2023, Citius Pharma and SpinCo

entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) with TenX Keane Acquisition, a Cayman

Islands exempted company (“TenX”), and TenX Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of TenX

(“Merger Sub”).

On August 12, 2024, pursuant to the terms and

conditions of the Merger Agreement, Merger Sub merged with and into SpinCo, with SpinCo surviving as a wholly owned subsidiary of TenX

(the “Merger”) which was subsequently renamed Citius Oncology Sub, Inc.

Prior to closing of the Merger, TenX migrated to and

domesticated as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and the

Cayman Islands Companies Act (As Revised) (the “Domestication”).

As part of the Domestication, TenX changed its name to “Citius

Oncology, Inc.” (Nasdaq:

Immediately after the closing of the Merger, Citius Pharma owned approximately 92.3 % of the outstanding

shares of common stock of the Company.

While the Merger Sub was the legal acquirer of

the Company, for accounting purposes, the Company was deemed to be the accounting acquirer.

Accordingly, for accounting purposes, the

Merger was treated as the equivalent of the Company issuing stock for the assets and liabilities of the Merger Sub, accompanied by a recapitalization.

Total shares outstanding of the Company after the Merger and recapitalization increased to 71,552,402 .

The net assets of the merged entities

are stated at historical cost, with no goodwill or other intangible assets recorded.

Additionally, the historical financial statements

of the Company became the historical financial statements of the Registrant.

The Merger, net amount of $ 2,753,795 charged to

additional paid in capital consists of $ 395,015 of net liabilities of TenX on the date of the Merger (cash of $ 163,500 less liabilities

of $ 559,015 ) plus directly related transaction costs of $ 2,358,780 .

As part of the Merger, Citius Pharma made capital

investments in the Company through cash contributions of $ 3,827,944 to fund transactions related to the Merger and by reclassifying to

additional paid in capital intercompany receivables of $ 33,180,961 that were due from the Company to Citius Pharma.

Simultaneously, Citius

Pharma advanced an additional $ 3,800,111 to the Company under the terms of a note payable (see Note 6).

On July 5, 2023, the

Company executed a stock split of its shares of common stock at a ratio of 675,000-for-1 (the “Stock Split”).

All of the Company’s

historical share and per share information related to issued and outstanding common stock in these financial statements have been adjusted,

on a retroactive basis, to reflect this 675,000-for-1 stock split.

Basis of Presentation

The accompanying consolidated financial statements

include the operations of Citius Oncology, Inc., and its wholly-owned subsidiary, Citius Oncology Sub, Inc., which was formed in connection

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GOING CONCERN UNCERTAINTY AND MANAGEMENT’S

The accompanying financial statements have been

prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course

The Company had a net loss of $ 21,148,747 and $ 12,697,241 for the years ended September 30, 2024 and 2023, respectively.

The Company has no revenue and has relied on funding from Citius Pharma to finance its operations.

At September 30, 2024, the Company

had $ 112 in cash and a negative working capital of $ 21,731,551 .

Citius Pharma has sufficient capital to fund Citius Oncology through February

2025 which raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that

the accompanying financial statements are issued.

The Company plans to continue to rely on funding

from Citius Pharma, to raise capital through equity financings from outside investors and to generate revenue from the future sales of

There is no assurance, however, that Citius Pharmaceuticals will have the resources to continue funding the Company, that the

Company will be successful in raising the needed capital and, if funding is available, that it will be available on terms acceptable to

the Company or that the Company will find strategic partners or generate substantial revenue from the sale of LYMPHIR.

The accompanying

financial statements do not include any adjustments that might result from the outcome of the above uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“US GAAP”).

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging

growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has 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, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

and cash equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents at December 31, 2023 and 2022.

the closing of the Initial Public Offering and the Private Placement, $ 67,320,000 ($ 10.20 per Unit) of the net proceeds of the Initial

Public Offering and certain of the proceeds of the Private Placement Units was held in the Trust Account located in the United States

with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

government treasury obligations with

a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act,

which will be invested only in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of:

completion of a Business Combination and (ii) the distribution of the Trust Account as described above.

of December 31, 2023 and 2022, the Company had $ 72,565,394 and $ 67,813,020 , respectively, in investments held

in the Trust Account.

Offering Costs

offering costs consist of costs incurred in connection with preparation for the Initial Public Offering.

These costs, together with the

underwriting discounts and commissions, were charged to additional paid in capital upon completion of the Initial Public Offering.

of December 31, 2023 and 2022 the Company had no deferred offering costs.

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations,

income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

Shares Subject to Possible Redemption

Company accounts for the ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480,

“ Distinguishing Liabilities from Equity .” Shares of the common stock subject to mandatory redemption are

classified as a liability instrument and are measured at fair value.

Conditionally redeemable shares of the common stock (including

shares of the common stock that feature redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within the issuer’s control) are classified as temporary equity.

other times, shares of the common stock are classified as shareholders’ equity.

The ordinary shares feature certain

redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of

uncertain future events.

Accordingly, as of December 31, 2023 and December 31, 2022, the ordinary shares subject to possible

redemption in the amount of $ 72,565,394

and $ 67,813,020 ,

respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance

of December 31, 2023 and December 31, 2022, ordinary shares subject to possible redemption reflected on the balance sheet is reconciled

on the following table:

SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds

Proceeds allocated to public rights

A summary of the significant accounting policies

followed by the Company in the preparation of the consolidated financial statements is as follows:

Use of Estimates

The process of preparing financial statements

in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.

Estimates having relatively

higher significance include the accounting for in-process research and development, stock-based compensation and income taxes.

results could differ from those estimates and changes in estimates may occur.

Cash and Cash Equivalents

The Company considers all highly liquid instruments

with maturities of less than three months at the time of purchase to be cash equivalents.

From time to time, the Company may have cash

balances in financial institutions in excess of insurance limits.

The Company has never experienced any losses related to these balances.

Prepaid Expenses

Prepaid expenses at September 30, 2024 and 2023

consist of $ 2,700,000 and $ 7,734,895 of advance payments made for the preparation of long-lead time drug substance and product costs,

respectively, which will be utilized in research and development activities or in the manufacturing of LYMPHIR for sales.

Inventory is stated at the lower of actual

accumulated costs or net realizable value as of September 30, 2024 consisting of finished goods of $ 6,134,895 , and work in process of

$ 2,133,862 related to the manufacturing of LYMPHIR commercial products to be sold in 2025.

No reserves against inventory were deemed

necessary based on an evaluation of the product expiration dating.

During 2024, $ 6,134,895 of prepaid manufacturing

costs were transferred to inventory upon product approval and production commencement at our third-party manufacturers.

The Company has not yet selected a specific inventory

costing methodology (e.g., FIFO or weighted average).

Management plans to implement an appropriate inventory costing method prior to the

commencement of sales activities.

The selection of this method may impact future financial statements once sales begin.

Research and Development

Research and development costs, including upfront

fees and milestones paid to collaborators who are performing research and development activities under contractual agreements with the

Company, are expensed as incurred.

The Company defers and capitalizes its nonrefundable advance payments that are for research and development

activities until the related goods are delivered or the related services are performed.

When the Company is reimbursed by a collaboration

partner for work the Company performs, it records the costs incurred as research and development expenses and the related reimbursement

as a reduction to research and development expenses in its statement of operations.

Research and development expenses primarily consist

of clinical and non-clinical studies, materials and supplies, third-party costs for contracted services, and payments related to external

collaborations and other research and development related costs.

In-process Research and Development and

License Payable

The Company capitalizes intangible assets purchased from others for

use in research and development activities as In Process Research & Development (IPR&D) when the assets acquired have an alternative

future use, the Company anticipates future economic benefit from that use and the assets acquired are not dependent on future development.

Milestone payments upon regulatory approval that meet the same criteria are capitalized when the payments are considered recoverable based

on expected future cash flows.

Amortization of IPR&D over the exclusive regulatory period of the acquired asset commences upon revenue

In-process research and development of $ 73,400,000 consists of an

initial $ 40,000,000 payment to Dr.

Reddy’s Laboratories (“DRL”) in September 2021, and $ 27,500,000 and $ 5,900,000

for approval milestone amounts payable to DRL and Eisai, respectively, that came due during 2024.

Of these amounts $ 28,400,000 is

included in license payable at September 30, 2024.

The value of our September 2021 acquisition of an exclusive license for LYMPHIR

(denileukin diftitox), a late-stage oncology immunotherapy for the treatment of CTCL, a rare form of non-Hodgkin lymphoma, is

expected to be amortized on a straight-line basis over a period of twelve years , (the FDA exclusivity period), commencing upon

revenue generation which is expected in the first half of 2025.

Included in the IPR&D is the historical know-how, formula

protocols, designs, and procedures which were used in the completion of the Phase 3.

In addition, the contracts acquired in

connection with Dr.

Reddy’s transaction with the clinical research and manufacturing organization are at market rates and

could be provided by multiple vendors in the marketplace.

Therefore, there is no fair value associated with the contracts

The Company reviews intangible assets annually

to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the

remaining useful life of any intangible asset.

If the carrying value of an asset exceeds its undiscounted cash flows, the Company writes

down the carrying value of the intangible asset to its fair value in the period identified.

No impairment has occurred since the acquisitions

through September 30, 2024.

Patents and Trademarks

Certain costs of outside legal counsel related

to obtaining trademarks for the Company are capitalized.

Patent costs are amortized over the legal life of the patents, generally twenty

years, starting at the patent issuance date.

There are no capitalized patents and trademarks as of September 30, 2024.

The costs of unsuccessful and abandoned applications

are expensed when abandoned.

The costs of maintaining existing patents are expensed as incurred.

Stock-Based Compensation

The Company recognizes compensation costs resulting

from the issuance of stock-based awards to employees and directors as an expense in the statements of operations over the requisite service

period based on the fair value for each stock award on the grant date.

The fair value of each option grant is estimated as of the date

of grant using the Black-Scholes option pricing model.

Because the Company’s stock options have characteristics significantly different

from those of traded options, and because changes in the input assumptions can materially affect the fair value estimate, the existing

model may not necessarily provide a reliable single measure of fair value of the Company’s stock options.

The Company recognizes compensation costs resulting

from the issuance of stock-based awards to non-employees as an expense in the statements of operations over the service period based on

the measurement of fair value for each stock award and records forfeitures as they occur.

The Company files consolidated income tax returns

with Citius Pharmaceuticals.

The Company follows accounting guidance regarding the recognition, measurement, presentation, and disclosure

of uncertain tax positions in the financial statements.

Tax positions taken or expected to be taken in the course of preparing the Company’s

tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained

by the applicable tax authorities.

Tax positions not deemed to meet a more-likely-than-not threshold would be recorded in the financial

There are no uncertain tax positions that require accrual or disclosure as of September 30, 2024.

Any interest or penalties

are charged to expense.

During the years ended September 30, 2024 and 2023, the Company did not recognize any interest and penalties.

The Company is subject to examination by federal and state tax authorities for all tax years since inception.

The Company recognizes deferred tax assets and

liabilities based on differences between the financial reporting and tax basis of assets and liabilities, and operating loss and tax credit

carry forwards.

Deferred tax assets and liabilities are measured using the enacted tax rates and laws that are expected to be in effect

when the differences are expected to reverse.

The Company provides a valuation allowance, if necessary, for deferred tax assets for which

it does not consider realization of such assets to be “more-likely-than-not.” The deferred tax benefit or expense for the

period represents the change in the deferred tax asset or liability from the beginning to the end of the period.

Basic and Diluted Net Loss per Common Share

Basic and diluted net loss per common share applicable

to common stockholders is computed by dividing net loss in each period by the weighted average number of shares of common stock outstanding

during such period.

For the periods presented, common stock equivalents, consisting

of options were not included in the calculation of the diluted loss per share because they were anti-dilutive.

Segment Reporting

The Company currently operates as a single segment.

Concentrations of Credit Risk

The Company has no significant off-balance-sheet

concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements.

Recently Issued Accounting Standards

Reportable Segment Disclosures

In November 2023, the

FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.

The change in the standard improves

reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The changes improve

financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities

to enable investors to develop more decision-useful financial analyses.

The guidance will be effective for annual reporting periods beginning

after December 15, 2023, and for interim periods beginning after December 15, 2024.

Early adoption is permitted.

The standard will be

applied retrospectively.

The Company is currently evaluating the impact of adoption of the standard on its financial statement disclosures.

Income Tax Disclosures

In December 2023, the

FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures.

The standard enhances the transparency, decision

usefulness and effectiveness of income tax disclosures by requiring consistent categories and greater disaggregation of information in

the reconciliation of income taxes computed using the enacted statutory income tax rate to the actual income tax provision and effective

income tax rate, as well as the disaggregation of income taxes paid (refunded) by jurisdiction.

The standard also requires disclosure

of income (loss) before provision for income taxes and income tax expense (benefit) in accordance with U.S.

Securities and Exchange Commission

(SEC) Regulation S-X 210.4-08(h), Rules of General Application – General Notes to Financial Statements:

Income Tax Expense, and

the removal of disclosures no longer considered cost beneficial or relevant.

The guidance will be effective for annual reporting periods

beginning after December 15, 2024.

Early adoption is permitted.

The standard will be applied on a prospective basis, with retrospective

application permitted.

The Company is currently evaluating the impact of adoption of the standard on its financial statement disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the

FASB issued ASU 2024-03, Income Statement Reporting–Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40),

Disaggregation of Income Statement Expenses.

The standard update improves the disclosures about a public business entity’s expenses

by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation

and amortization) included within income statement expense captions.

The guidance will be effective for annual reporting periods beginning

after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The standard updates

are to be applied prospectively with the option for retrospective application.

The Company is currently evaluating the impact of adoption

of the standard update on its financial statement disclosures.

PATENT AND TECHNOLOGY LICENSE AGREEMENTS

In September 2021, Citius Pharmaceuticals entered

into and transferred to the Company an asset purchase agreement with Dr.

Reddy’s Laboratories SA, a subsidiary of Dr.

Reddy’s Laboratories,

(collectively, “Dr.

Reddy’s”) and a license agreement with Eisai Co., Ltd.

(“Eisai”) to acquire its exclusive

license for E7777 (denileukin diftitox), a late-stage oncology immunotherapy for the treatment of CTCL, a rare form of non-Hodgkin lymphoma.

Citius Pharmaceuticals assigned these agreements to us effective April 1, 2022.

We have obtained the trade name of LYMPHIR for E7777.

Under the terms of these

agreements, Citius Pharmaceuticals acquired Dr.

Reddy’s exclusive license for LYMPHIR from Eisai and other related assets owned by Dr.

The exclusive license includes rights to develop and commercialize LYMPHIR in all markets except for Japan and certain parts

Additionally, we retained an option on the right to develop and market the product in India.

Eisai retains exclusive development

and marketing rights for the agent in Japan and Asia.

Citius Pharmaceuticals paid $ 40 million upfront payment which represents the acquisition

date fair value of the in-process research and development acquired from Dr.

Reddy’s is entitled to up to $ 40

million in development milestone payments related to CTCL approvals in the U.S.

and other markets, up to $ 70 million in development milestones

for additional indications, as well as commercial milestone payments and low double-digit tiered royalties on net product sales, and up

to $ 300 million for commercial sales milestones.

We also must pay on a fiscal quarter basis tiered royalties equal to low double-digit

percentages of net product sales.

The royalties will end on the earlier of (i) the 15-year anniversary of the first commercial sale of

the latest indication that received regulatory approval in the applicable country and (ii) the date on which a biosimilar product results

in the reduction of net sales in the applicable product by 50 % in two consecutive quarters, as compared to the four quarters prior to

the first commercial sale of the biosimilar product.

We are also required pay to Dr.

Reddy’s an amount equal to a low-thirties percentage

of any sublicense upfront consideration or milestone payments (or the like) received by us and the greater of (i) a low-thirties percentage

of any sublicensee sales-based royalties or (ii) a mid-single digit percentage of such licensee’s net sales.

Under the license agreement,

Eisai is to receive a $ 5.9 million development milestone payment upon initial approval and additional commercial milestone payments related

to the achievement of net product sales thresholds (which increases to $ 7 million in the event we have exercised our option to add India

to the licensed territory prior to FDA approval) and an aggregate of up to $ 22 million related to the achievement of net product sales

Citius Pharma was also required to reimburse Eisai for up to $ 2.65 million of its costs to complete the Phase 3 pivotal clinical

trial for LYMPHIR for the CTCL indication and reimburse Eisai for all reasonable costs associated with the preparation of a Biologics

License Application, (the “BLA”) for LYMPHIR.

Eisai was responsible for completing the CTCL clinical trial, and chemistry,

manufacturing and controls (CMC) activities through the filing of a BLA for LYMPHIR with the FDA.

The BLA was filed with the FDA on September

We will also be responsible for development costs associated with potential additional indications.

The term of the license

agreement will continue until (i) if there has not been a commercial sale of a licensed product in the territory, the 10-year anniversary

of the original license effective date, March 30, 2016, or (ii) if there has been a first commercial sale of a licensed product in the

territory within the 10-year anniversary of the original license effective date, the 10-year anniversary of the first commercial sale

on a country-by-country basis.

The term of the license may be extended for additional 10-year periods for all countries in the territory

by notifying Eisai and paying an extension fee equal to $ 10 million.

Either party may terminate the license agreement upon written notice

if the other party is in material breach of the agreement, subject to cure within the designated time periods.

Either party also may terminate

the license agreement immediately upon written notice if the other party files for bankruptcy or takes related actions or is unable to

pay its debts as they become due.

Additionally, either party will have the right to terminate the agreement if the other party directly

or indirectly challenges the patentability, enforceability or validity of any licensed patent.

Also under the

purchase agreement with Dr.

Reddy’s, we are required to (i) use commercially reasonable efforts to make commercially available

products in the CTCL indication, peripheral T-cell lymphoma indication and immuno-oncology indication, (ii) initiate two

investigator initiated immuno-oncology trials (both of which have been initiated), (iii) use commercially reasonable efforts to

achieve each of the approval milestones, and (iv) to complete each specified immuno-oncology investigator trial on or before the

four-year anniversary of the effective date of the definitive agreement.

Additionally, we are required to commercially launch a product in a territory within six months of receiving regulatory approval for such

product in each such jurisdiction.

On July 29, 2023, we

received a Complete Response Letter, (“CRL”) from the FDA regarding the BLA seeking approval for LYMPHIR.

The FDA has required

that we incorporate enhanced product testing, and additional controls agreed to with the FDA during the market application review.

FDA raised no concerns relating to the safety and efficacy clinical data package.

On September 8, 2023, we announced that the FDA

agreed with our plans to address the requirements outlined in the CRL.

The guidance from the FDA provides a path for completing the necessary

activities to support the resubmission of the BLA.

No additional clinical efficacy or safety trials have been requested by FDA for the

resubmission.

The Company remediated the issues raised in the

CRL by the FDA and received a BLA approval in August 2024.

As part of the definitive agreement with Dr.

Citius Pharmaceuticals acquired method of use patents in which LYMPHIR is administered in combination with the programmed cell death protein

1 (“PD-1”) pathway inhibitor drug class.

PD-1 plays a vital role in inhibiting immune responses and promoting self-tolerance

through modulating the activity of T-cells, activating apoptosis of antigen-specific T cells and inhibiting apoptosis of regulatory T

The following patents were acquired and subsequently

transferred to Citius Oncology, Inc.:

US Provisional Application No.

63/070,645, which

was filed on August 26, 2020, and subsequently published as US 2022/0062390 A1 on March 3, 2022, entitled Methods of Treating Cancer.

International Patent Application Number:

PCT/IB2021/0576733,

which was filed with the World Intellectual Property Organization on August 23, 2021, and subsequently published as WO 2022/043863 A1

on March 3, 2022, entitled, Combination for Use in Methods of Treating Cancer.

Upon approval of the product in August 2024, the

Company was subject to milestone payments totaling $ 33.4 million.

The Company paid $ 5.0 million prior to year end and the remaining balance

is reflected as a License Payable on the balance sheet.

The $ 33.4 million was recorded as in-process research and development asset and

will be subject to amortization as further discussed in Note 3.

STOCKHOLDER’S EQUITY

Authorized Capital Stock and Stock Split

On April 29, 2023, the Company amended its certificate

of incorporation, (the “Prior Charter”) to authorize an increase in the total number of shares of capital stock to 110,000,000

shares, of which 100,000,000 shares are common stock with a par value of $ 0.0001 , and 10,000,000 shares are preferred stock with a par

value of $ 0.0001 .

On July 5, 2023, the Board of Directors approved a 675,000-for-1 stock split of the outstanding 100 shares of common

The certificate of incorporation adopted on August 5, 2024, in connection with the Merger, also authorizes 110,000,000 shares,

of which 100,000,000 shares are common stock with a par value of $ 0.0001 , and 10,000,000 shares are preferred stock with a par value of

All share and per share amounts in these financial

statements have been retroactively restated to reflect the amendment to the certificate of incorporation and the stock split.

Under the Citius Oncology Stock Plan, adopted

on April 29, 2023, we reserved 15,000,000 common shares for issuance.

The stock plan provides incentives to employees, directors, and

consultants through grants of options, SARs, dividend equivalent rights, restricted stock, restricted stock units, or other rights.

The fair value of each stock option award is estimated

on the date of grant using the Black-Scholes option pricing model.

Volatility is estimated using the trading activity of Citius Pharmaceuticals

common stock.

until such time as we have sufficient history.

The risk-free interest rate is based on the U.S.

Treasury yield curve in

effect at the time of grant commensurate with the expected term assumption.

The expected term of stock options granted to employees and directors, all of which qualify as “plain vanilla,” is based on

the average of the contractual term (generally 10 years) and the vesting period.

For non-employee options, the expected term is the

contractual term.

The following assumptions were used in determining

the fair value of stock option grants for the year ended September 30, 2024 and 2023:

Risk-free interest rate 4.66 % 4.11 %

Expected dividend yield 0.00 % 0.00 %

Expected term 6.50 years 5.96 years

Expected volatility 87 % 91 %

A summary of option activity under the plan is presented below:

Shares Weighted-

Price Weighted-

Term Aggregate

Outstanding at September 30, 2023 12,600,000 $ 2.15 9.77 years $ —

Granted 150,000 2.15

Outstanding at September 30, 2024 12,750,000 $ 2.15 8.78 years $ —

Exercisable at September 30, 2024 3,937,500 $ 2.15 8.77 years $ —

The weighted average grant date fair value of

the options granted during the year ended September 30, 2024 was estimated at $ 1.66 per share.

All these options vest over terms of 12

to 36 months and have a term of 10 years.

Stock-based compensation expense for the year

ended September 30, 2024 was $ 7,498,817 .

At September 30, 2024, unrecognized total compensation

cost related to unvested awards under the stock plan of $ 11,592,383 is expected to be recognized over a weighted average period of 1.77

On August 5, 2024, the Board of Directors granted

options to purchase 150,000 common shares at an exercise price of $ 2.15 per share.

RELATED PARTY TRANSACTIONS

The Company’s officers and directors also

serve as officers of Citius Pharma.

As of September 30, 2024, the Company does not have any employees.

The Company and Citius Pharma entered

into the A&R Shared Services Agreement.

Under the terms of the agreement, Citius Pharma provides management and scientific services

to the Company.

During the year ended September 30, 2024, Citius Pharma charged the Company $ 1,846,202 for reimbursement of general and

administrative payroll, $ 1,963,630 for reimbursement of research and development payroll, and $ 121,570 for the use of shared office space.

During the year ended September 30, 2023, Citius charged the Company $ 1,727,595 for reimbursement of general and administrative payroll,

$ 1,496,401 for reimbursement of research and development payroll, and $ 121,470 for the use of shared office space.

The Company has limited cash, therefore all the

Company’s expenditures are paid by Citius Pharma and reflected in the due to related party account.

During the years ended September

30, 2024 and September 30, 2023 these amounts due to Citius Pharma were $ 14,270,648 and $ 14,805,474 respectively.

In connection with closing of the Merger, Citius

Pharma made a contribution to the Company’s capital in the amount of $ 33,180,961 representing the balance of the due to/due from

related party account on the date of the Merger.

Citius Pharma also made cash contributions to the Company’s capital, pursuant to

the terms of the Merger Agreement, in the amount of $ 3,827,944 .

Also, in connection with the Merger, Citius Pharma

advanced cash to the Company for a non-interest bearing, unsecured promissory note issued by the Company, dated August 16, 2024, in the

principal amount of $ 3,800,111 .

The note is repayable in full upon a financing of at least $ 10 million by the Company, per the terms of

the promissory note.

Management does not anticipate such repayment within the next twelve months.

As a result, this note payable is classified

as non-current on the balance sheet.

The Company files consolidated income tax returns

with Citius Pharma.

The Company recorded deferred income tax expense of $ 576,000 for each of the years ended September 30, 2024 and 2023

related to the amortization for taxable purposes of its in-process research and development asset.

The income tax expense differs from the amount

of income tax determined by applying the U.S.

federal income tax rate to pretax income for the years ended September 30, 2023 and 2022

due to the following:

Computed “expected” tax benefit

Increase (decrease) in income taxes resulting from:

State taxes, net of federal benefit

Permanent differences

Increase in the valuation reserve

Deferred income taxes reflect the net tax effects

of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used

for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows:

September 30,

Deferred tax assets:

Net operating loss carryforward

Capitalized research and development expense

Stock-based compensation

Research tax credit

Valuation allowance on deferred tax assets

( 11,736,000 )

Offering costs allocated ordinary shares subject to redemption

( 6,808,000 )

Remeasurement of ordinary shares subject to redemption

Ordinary shares subject to possible redemption – December 31, 2022

Remeasurement of ordinary shares subject to redemption

Ordinary shares subject to possible redemption – December 31, 2023

income per share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per

share of ordinary shares is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

The Company applies the two-class method in calculating income per ordinary share.

As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised

or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted net income per ordinary share is

the same as basic net income per ordinary share for the period presented.

following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE

Ordinary shares subject to redemption

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Ordinary shares not subject to redemption

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as

embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging .” For derivative financial

instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant

date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current

based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet

The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares

and was accounted for as a liability pursuant to ASC 480.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account.

Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal

or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy

distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Unadjusted quoted prices for identical assets or instruments in active markets.

Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that

are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Significant inputs into the valuation model are unobservable.

Company does not have any recurring Level 2 or Level 3 assets or liabilities.

See Note 8 for Level 1 assets and liabilities.

carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values

principally because of their short-term nature.

Accounting Standards

August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, “ Debt — Debt with

Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity

(Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) ,”

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and

it simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06 is effective for the Company on January 1, 2022.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

In June 2022, the FASB issued

ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”.

ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and

to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value.

The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value.

The amendments in this ASU

are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance.

Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

Convertible Promissory Notes

The Company accounts for their convertible promissory notes under ASC 815,

“Derivatives and Hedging” (“ASC 815”).

Management has determined that other than the conversion feature, the Promissory

Note is a “plain vanilla” liability.

Further, the Promissory Note contains no equity host characteristics.

As such there is

no embedded derivative that needs bifurcation or other features that require further accounting consideration.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company sold 6,600,000 Units, including 600,000 additional units issued pursuant to the partial exercise

by the underwriter of its over-allotment option at a price of $ 10.00 per Unit.

Each Unit consists of one share of ordinary shares and

one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company’s initial business combination

one right (“Public Right”).

Five Public Rights will entitle the holder to one share of ordinary shares (see Note 7).

4 — PRIVATE PLACEMENTS

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private sale of 394,000 Private Placement Units.

consists of one share of ordinary shares and one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the

Company’s initial business combination one right (“Public Right”).

The proceeds from the sale of the Private Placement

Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business

Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be

used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

The Private Placement Units and Private

Rights (including the ordinary shares issuable upon exercise of the Private Rights) will not be transferable, assignable or salable until

30 days after the completion of an Initial Business Combination, subject to certain exceptions.

5 — RELATED PARTY TRANSACTIONS

March 24, 2021, the Sponsor received 1,437,500 of the Company’s ordinary shares (the “Founder Shares”) in exchange

for $ 25,000 to be paid at a later date.

On December 20, 2021, the board of directors of the Company and our sponsor, as sole shareholder

of the Company, approved, through a special resolution, the following share capital changes:

of the authorized but unissued 150,000,000 Class A ordinary shares were cancelled and re-designated as ordinary shares of $ 0.0001

par value each;

of the 1,437,500 Class B ordinary shares in issue were exchanged in consideration for the issuance of 1,437,500 ordinary shares of

$ 0.0001 par value each;

completion of the above steps, the authorized but unissued 10,000,000 Class B ordinary shares were cancelled.

December 20, 2021, subsequent to the above share exchange the Company issued an additional 287,500 ordinary shares to our Sponsor for

no additional consideration, resulting in our Sponsor holding an aggregate of 1,725,000 ordinary shares (the founder shares).

was considered as a bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively.

The founder shares include an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’

over-allotment is not exercised in full or in part.

On October 18, 2022, the underwriter partially exercised the over-allotment and as

such, as of November 28, 2022, 150,000 ordinary shares are not subject to forfeiture.

Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur

(A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported

sale price of the ordinary shares equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business

Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction

that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other

Note — Related Party

March 17, 2021, the Sponsor issued an unsecured promissory note (the “Pre-IPO Note”) to the Company (the “Promissory

Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest

bearing and payable on the earlier of (i) September 30, 2022 or (ii) the consummation of the Proposed Public Offering.

After expiration

of the Promissory Note, the Sponsor issued a new unsecured promissory note to the Company (the “Post-IPO Promissory Note”)

on April 14, 2023.

The Post-IPO Promissory Note is non-interest bearing and payable on the earlier of (i) April 14, 2024 or (ii) the

date of consummation of the Company’s initial business combination or liquidation (such earlier date, the “Maturity Date”).

As of December 31, 2023 and 2022, there were no amounts outstanding under the Promissory Note.

from Related Party

Sponsor paid certain formation and operating costs on behalf of the Company.

These advances are due on demand and non-interest bearing.

As of December 31, 2023 and 2022, there were $ 344,875 and $ 0 due to the Sponsor, respectively.

Administrative

Services Agreement

on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office

space, utilities and secretarial and administrative support.

Upon completion of the Initial Business Combination or the Company’s

liquidation, the Company will cease paying these monthly fees.

The Company has incurred expense of $ 120,000 and $ 21,666 for the years

ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, there was $ 60,000 and $ 0 payable amounts

accrued, respectively.

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of

a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted into units,

at the price of $ 10.00 per unit at the option of the lender.

Such units would be identical to the Private Placement Units In the event

that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working

Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

July 18, 2023 and October 18, 2023, the Company deposited $ 660,000 into the trust account of the Company (the “Extension Fee”)

to extend the timeline to complete a business combination for an additional three months from July 18, 2023 to October 18, 2023 (the

“Extension”) and then subsequently from October 18,2023 to January 18, 2024.

Such deposit of the Extension Fees are evidenced

by unsecured promissory notes (the “Promissory Notes”) in the principal amount of $ 660,000 to the Sponsor.

The Promissory

Notes bear no interest and are payable in full upon the consummation of the Company’s business combination (such date, the “Maturity

The payees of the Promissory Notes, the Sponsor, have the right, but not the obligation, to convert the Promissory Notes,

in whole or in part, up to $ 1,500,000 , into private units (the “Units”) of the Company at a price of $ 10.00 per unit, each

consisting of one ordinary share and one right to receive two-tenths (2/10) of one ordinary share upon the consummation of a business

combination , as described in the prospectus of the Company.

of December 31, 2023 and 2022, there were $ 1,320,000 and $ 0 outstanding under the Working Capital Loans, respectively.

Total deferred tax assets

Deferred tax liabilities:

In-process research and development

( 1,728,000 )

( 1,152,000 )

Total deferred tax liability

( 1,728,000 )

( 1,152,000 )

Net deferred tax liability

$ ( 1,728,000 )

$ ( 1,152,000 )

The Company has recorded a valuation allowance

against deferred tax assets as the utilization of the net operating loss carryforward and other deferred tax assets is uncertain.

the years ended September 30, 2024 and 2023, the valuation allowance increased by $ 4,928,000 and $ 4,043,000 , respectively.

in the valuation allowance during the years ended September 30, 2024 and 2023 was primarily due to the Company’s net operating losses

and capitalized research and development expenses.

At September 30, 2024, the Company has a federal net operating loss carryforward

of approximately $ 28,700,000 .

Federal net operating loss carryforwards generated in tax years beginning after 2017 may be carried forward

indefinitely.

As of September 30, 2024, the Company also has

estimated federal research and development credits of $ 1,035,000 to offset future income taxes.

The tax credit carryforwards will begin

to expire in 2042.

The Company accounts for uncertain tax positions

in accordance with the guidance provided in ASC 740, “Accounting for Income Taxes.” This guidance describes a recognition

threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return

and requires recognition of tax benefits that satisfy a more-likely-than-not threshold.

ASC 740 also provides guidance on de-recognition,

classification, interest and penalties, accounting in interim periods and disclosure.

There have been no reserves for uncertain tax positions

recorded by the Company to date.

COMMITMENTS AND CONTINGENCIES

holders of the Founder Shares, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans (and any

shares of ordinary shares issuable upon the exercise of the Private Placement Right) will be entitled to registration rights pursuant

to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to

The holders of these securities will be entitled to make up to three demands, excluding short form

registration demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration

rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company

to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides

that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until

the securities covered thereby are released from their lock-up restrictions.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 900,000 additional Units

to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriter

partially exercised the over-allotment in the amount of 600,000 Units during the option period.

underwriters are entitled to a cash underwriting discount of $ 0.20 per Unit payable upon the closing of the Initial Public Offering.

underwriters are also entitled to 270,000 ordinary shares ( 310,500 if the over-allotment option is exercised in full) as part of its

underwriting fee.

Due to the partial exercise, the shares granted at October 18, 2022 were 297,000 .

Banking Engagement Agreement

Company entered into an agreement with Newbridge Securities Corporation (“Newbridge”) for Newbridge to act as the Company’s

non-exclusive financial advisor with respect to Merger & Acquisitions (“M&A”) services.

At the closing of a M&A

transaction, the Company shall pay Newbridge a fee of $ 500,000 , which shall be paid in equity;

the number of shares of ordinary share shall

be calculated using the same price of as the equity consideration paid to the acquisition target.

7 — SHAREHOLDERS’ EQUITY (DEFICIT)

Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such

designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2023 and 2022, there were no shares of preferred shares issued or outstanding.

Shares — The Company is authorized to issue 150,000,000 ordinary shares with a par value of $ 0.0001 per share.

of ordinary shares are entitled to one vote for each share.

of December 31, 2023 and 2022, there were 2,341,000 and 2,416,000 ordinary shares issued and outstanding, respectively,

of which an aggregate of up to 225,000 ordinary shares are subject to forfeiture to the extent that the underwriters’ over-allotment

option is not exercised in full or in part so that the number of Founder Shares will equal 19 % of the Company’s issued and outstanding

ordinary shares after the Initial Public Offering (excluding private placement shares) or approximately 23.0 % (including private placement

The underwriter partially exercised the over-allotment and as such 150,000 ordinary shares are not subject to forfeiture as

of October 18, 2022.

The underwriters are also entitled to 270,000 ordinary shares ( 310,500 if the over-allotment option is exercised

in full) as part of its underwriting fee.

The underwriters received non-cash underwriting fees of $ 2,922,480 represented by the fair

value of 297,000 shares issued to the underwriter due to the partial exercise, granted at October 18, 2022.

Simultaneously with the consummation

of the IPO and the sale of the Units, we consummated the Private Placement of 394,000 Placement Units to the Sponsor at a price of $ 10.00

per Placement Unit, generating total proceeds of $ 3,940,000 .

holders of the founder shares will have the right to vote on the election of directors prior to the Business Combination.

ordinary shares and holders of founder shares will vote together as a single class on all matters submitted to a vote of our shareholders

except as otherwise required by law.

In connection with our initial business combination, we may enter into a shareholders’ agreement

or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements

that differ from those in effect upon completion of this offering.

the case that additional shares of ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts

issued in the Proposed Public Offering and relate to the closing of a Business Combination, the ratio at which founder shares will be

adjusted (unless the holders of a majority of the then-outstanding shares of founder shares agree to waive such adjustment with respect

to any such issuance or deemed issuance) so that the number of founder shares will equal, in the aggregate, 19 % of the sum of the total

number of all shares of ordinary shares outstanding upon the completion of Proposed Public Offering plus all shares of ordinary shares

and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of ordinary

shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any

seller of an interest in the target to us in a Business Combination.

- Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically

receive two-tenths (2/10) of one ordinary share upon consummation of the initial business combination.

The Company will not issue fractional

shares in connection with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise

addressed in accordance with the applicable provisions of Cayman law.

FAIR VALUE MEASUREMENTS

Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31,

2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

Marketable securities held in the Trust Account

9 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

Based upon this review the Company did not identify any subsequent events, other than below, that would have required adjustment

or disclosure in the financial statements.

January 17, 2024, the Company held an extraordinary general meeting of shareholders (the “Meeting”), in lieu of the 2023

annual general meeting, at which the Company’s shareholders approved, among other proposals, a proposal, by special resolution,

to amend the Company’s Second A&R Memorandum and Articles in their entirety and the substitution in their place of the

third amended and restated memorandum and articles of association of the Company (the “ Third A&R Memorandum and Articles ”),

which provides that the Company may elect to extend the date by which the Company has to consummate a business combination (the “ Combination

Period ”) for a total of eight (8) times, as follows:

for a deposit into the Company’s

trust an amount equal to the lesser of $ 200,000 or $ 0.10 per public share that is not redeemed, an additional three (3) month extension

from January 18, 2024 to April 18, 2024;

for a deposit into the Company’s

trust an amount equal to the lesser of $ 66,667 or $ 0.03 per public share that is not redeemed, for each month during the subsequent additional

one (1) month extensions from April 18, 2024 to November 18, 2024.

January 17, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $ 200,000 (“Extension Fee

3”) to Citius Pharma, pursuant to the Third A&R Memorandum and Articles .

On January 17, 2024, Citius Pharma deposited $ 200,000 into the trust account of the Company to extend the date by which it must consummate

an initial business combination from January 18, 2024 to April 18, 2024 (“Extension No.3”).

connection with the vote to approve the proposals at the Meeting, holders of 2,287,923

ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.90

per share, which was calculated based on the proxy record date December 28, 2023, for an aggregate redemption amount of

approximately $ 24.9

As a result, such amount was removed from the Trust Account to pay such holders.

According to the Company’s Third Amended and Restated Memorandum and Articles of Association, the redemption

price should be calculated as of two business days prior to the Extraordinary General Meeting, which is January 12, 2024, and the redemption

price should be $11.02 per share.

The Company plans to adjust the redemption price based on the above calculation and to pay out the total

difference of approximately $268,645 to the investors who chose to redeem in the second quarter of 2024.

January 31, 2024, the Company amended and restated the October 18, 2023 promissory note to reduce the original principal amount of $ 660,000

by $ 125,000 to reflect the extension fee paid by Citius Pharma.

On January 31, 2024, the Company issued a promissory note in the principal

amount of $ 125,000 to Citius Pharma.

Commercial Manufacturing Contracts

The Company has entered into an agreement with

a Contract Manufacturing Organization for the manufacture and supply of drug substance.

The agreement runs through calendar 2026, with

an automatic renewal for a subsequent 4-year term.

Under this agreement, the Company is obligated to purchase minimum annual quantities

of batches at a set price per batch, subject to annual increases.

Additionally, the Company is required to pay

an annual service fee of $ 250,000 .

The agreement also includes provisions for potential price increases

based on increases in the manufacturer’s operating expenses or industry indices, as well as significant termination fees and obligations.

As of September 30, 2024, the total minimum purchase commitment under this agreement was approximately $ 17.3 million consisting of payments

of $ 11.9 million and $ 5.4 million for 2025 and 2026 respectively.

As of September 30, 2024, the Company also has commercial supply agreements

with two other vendors for the completion and packaging of finished drug products.

Minimum purchase commitments under these two agreements

amount to approximately $ 4.5 million consisting of purchase commitment obligations of $ 2.9 million in 2025 and $ 1.6 million in 2026.

Legal Proceedings

The Company is not involved in any litigation that it believes could have a material adverse effect on its financial

position or results of operations.

There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board,

government agency, self-regulatory organization or body pending or, to the knowledge of the Company’s executive officers, threatened

against or affecting the Company or its officers or directors in their capacities as such.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures