What changed in this filing

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Item 3. Legal Proceedings

2024-04-16 compared with 2023-04-17 · 32 added, 37 removed, 23 unchanged (75% of the section changed)

8 unchanged sentences

“TENK,” and “TENKR,” respectively.

of the date hereof, we had 4 holders of record of our Units, 4 holders of record of our separately

traded Ordinary Shares, and 1 holder of our separately traded Rights.

The number of record holders was determined

from the records of our transfer agent.

of the date hereof, we had 4 holders of record of our Units, 4 holders of record of our separately traded Ordinary Shares, and 1

holder of our separately traded Rights.

The number of record holders was determined from the records of our transfer agent.

have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our

11 unchanged sentences

Use of Proceeds from Registered Offerings

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 , the Company consummated its IPO of 6,600,000 Units, including 600,000

additional Units issued pursuant to the partial exercise by the underwriter of its over-allotment option.

Each Unit consists of one ordinary

share, par value $0.0001 per share, of the Company and one Right to receive two-tenths (2/10) of one Ordinary Share upon the consummation

of the Company’s initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating total gross

proceeds of $66,000,000.

Simultaneously

with the consummation of the IPO and the sale of the Units, the Company consummated the private placement of 394,000 Units (the “Placement

Units”), each Placement Unit consisting of one Ordinary Share and one Right, to 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.

total of $67,320,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established

for the benefit of the Company’s public shareholders and maintained by American Stock Transfer & Trust Company, acting as trustee.

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”).

of Equity Securities by the Issuer and Affiliated Purchasers

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 3. Legal Proceedings