What changed in this filing

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Item 1. Business

2024-04-16 compared with 2023-04-17 · 102 added, 62 removed, 421 unchanged (28% of the section changed)

Business Overview.

are a Cayman Islands company incorporated on March 1, 2021 as an exempted company with limited liability.

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combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau).

do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly,

contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction.

We intend to utilize cash derived from the proceeds of our initial public offering (the “IPO”), our securities, debt or a

combination of cash, securities and debt, in effecting a business combination.

intend to utilize cash derived from the proceeds of our initial public offering (the “IPO”), our securities, debt or a combination

of cash, securities and debt, in effecting a business combination.

Public Offering and Private Placement

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Units into Ordinary Shares and Rights.

of Deadline to Complete an Initial Business Combination

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 .

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 .

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”).

of an Experienced Management Team and Board of Directors

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Our team consists of experienced financial services, accounting and legal

professionals and senior operating executives of companies operating in multiple jurisdiction.

professionals and senior operating executives of companies operating in multiple jurisdictions.

Collectively, our officers and directors

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by the middle class, structural economic and policy reforms and demographic changes in Asia.

development of private equity and venture capital activities in Asia also provides us opportunities.

According to the Asia-Pacific Private

Equity Report 2020 issued by Bain & Company, Asia-Pacific now represents a quarter of the global PE market.

According to the Asia-Pacific

Private Equity Report 2020, exit value in 2019 saw a drop by 43% from 2018.

With exits on hold, the value of companies held in PE portfolios,

or unrealized value, reached a new high of $806 billion in June 2019, up 32% from a year earlier.

Uncertain times and challenges faced

by fund managers create opportunities for those who are well-prepared, which positions us as a natural exit alternative and creates opportunities

for us to identify targets for our initial business combination.

management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing

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with our initial 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 $10 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 9 months, we may extend the Combination

Period up to three times, each by an additional three months (for a total of up to 18 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

Pursuant to the terms of our 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 ten days advance notice prior to the applicable deadline,

must deposit into the trust account $660,000 ($0.10 per share) on or prior to the date of the applicable deadline, for each three month

extension (or up to an aggregate of $1,980,000, or $0.30 per share, if we extend for the full nine months).

Any such payments would be

made in the form of a loan.

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

If we do not 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.

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

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We expect the pro rata redemption price to be approximately $10.99 per public share (subject to increase of up to an additional

$0.30 per share in the event that our Sponsor elects to extend the period of time to consummate a business combination by the full nine

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.

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

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The HFCAA states that if the SEC determines

that an issuer’s audit reports issued by a registered public accounting firm have not been subject to inspection by the PCAOB for

three consecutive years beginning in 2021, the SEC shall prohibit such issuer’s securities from being traded on a national securities

exchange or in the over-the-counter trading market in the United States.

On December 29,

2022, the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”) was enacted, which

amends the HFCAA and requires the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor

is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

that an issuer’s audit reports issued by a registered public accounting firm have not been subject to inspection by the Public

Company Accounting Oversight Board (United States) (the “PCAOB”) for three consecutive years beginning in 2021, the SEC shall

prohibit such issuer’s securities from being traded on a national securities exchange or in the over-the-counter trading market

in the United States.

On December 29, 2022, the Accelerating Holding Foreign Companies Accountable

Act (“AHFCAA”) was enacted, which amends the HFCAA and requires the SEC to prohibit an issuer’s securities from

trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive

PCAOB Developments

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For instance,

the enacted HFCAA would restrict our ability to consummate a business combination with a target business unless that business met certain

the enacted AHFCAA would restrict our ability to consummate a business combination with a target business unless that business met certain

standards of the PCAOB and would require delisting of a company from U.S.

national securities exchanges if the PCAOB is unable to inspect

its public accounting firm for three consecutive years.

The HFCAA also requires public companies to disclose, among other things, whether

its public accounting firm for two consecutive years.

The AHFCAA also requires public companies to disclose, among other things, whether

they are owned or controlled by a foreign government.

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due to these laws.

Furthermore, on June 22, 2021, the U.S.

Senate passed the AHFCAA, which, if signed into law, would amend the HFCAA

and require the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not subject to

PCAOB inspections for two consecutive years instead of three consecutive years.

documentation we may be required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are

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our business, financial condition and prospects.

Future developments in respect of increase U.S.

Future developments in respect of increased U.S.

regulatory access to audit information

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a smaller reporting company, we are not required to include risk factors in this Annual Report.

Unresolved Staff Comments.

do not own any real estate or other physical properties materially important to our operations.

We maintain our principal executive offices

are located at 420 Lexington Ave Suite 2446, New York, NY 10170, and our telephone number is 347-627-0058.

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 1. Business