What changed in this filing

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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-04-17 · 643 added, 344 removed, 970 unchanged (50% of the section changed)

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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 effective.

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,

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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

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Management assessed

the effectiveness of our internal control over financial reporting at December 31, 2022.

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

In making these assessments, management used

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

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 maintained effective internal control over

financial reporting as of December 31, 2022.

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

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

quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

over financial reporting.

Other Information.

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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 amended and restated memorandum and

articles of association as it deems appropriate.

Our 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.

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.

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an audit committee and a compensation committee.

Each committee will operate under a

charter that has been approved by our board and will have 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 directors.

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.

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Brian Hartzband.

Cathy Jiang will serve as chairman of the audit committee.

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

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Mayersohn and Brian Hartzband.

Joel Mayersohn will serve as chairman of the compensation committee.

Joel Mayersohn serves as chairman of the compensation committee.

We have adopted a compensation committee

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This can be done by

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

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

at general meetings.

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

Our 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

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

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office investing in growth-stage Fintech and Enterprise SaaS companies

Guangdong-Hong

Kong-Macao Greater Bay Area Youth Entrepreneurship Incubator

Kong based incubator to support and fund young entrepreneurs in Greater Bay Area in China

home decor brand specializing in handcrafted home storage products

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

Account Manager

law firm in the U.S.

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shares beneficially owned by them.

beneficial ownership of our Ordinary Shares is based on an aggregate of 8,941,000 Ordinary Shares issued and outstanding as of the

and Address of Beneficial Owner (1)

of Ordinary Shares

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

10XYZ Holdings LP (3)

Xiaofeng Yuan (3)

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Brian Hartzband

All executive officers and

directors as a group (5 individuals)

Hudson Bay Capital Management

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,

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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.

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.

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

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.

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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 maximum

9 months (or up to 18 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.

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

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

to a promissory note, our Sponsor agreed to loan to us up to $300,000 to be used for a portion of the expenses of our IPO.

As of December

31, 2022, we did not have any borrowings under the promissory note with our Sponsor.

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

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 therewith.

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).

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.

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

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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

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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 period from March 1, 2021 (inception) through December 31, 2022

total $59,740 The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

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

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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 audit related fees for the period from March 1, 2021 (inception) through December 31, 2022.

We did not pay Marcum for tax planning and tax advice for the period from March 1, 2021 (inception) through December 31, 2022.

We did not pay Marcum for other services for the period from March 1, 2021 (inception) through December 31, 2022.

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.

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

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)

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)

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)

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)

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)

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)

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

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)

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)

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)

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)

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)

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)

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)

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)

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

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

Sheets as of December 31, 2022 and 2021

of Operations for the Year ended December 31, 2022, and for the period from March 1, 2021 (inception) through December 31, 2021

of Changes in Shareholders’ Deficit for the Year ended December 31, 2022 and for the period from March 1, 2021 (inception)

through December 31, 2021

of Cash Flows for the Year ended December 31, 2022, for the period from March 1, 2021 (inception) through December 31, 2021

to Financial Statements

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 balance sheets of (the “Company”) as of December 31, 2022 and 2021, the related statements

of operations, shareholders’ equity (deficit) and cash flows the year ended December 31, 2022 and for the period from March 1,

2021 (inception) through December 31, 2021, 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, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from

March 1, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States

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 more fully described

in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds

to meet its obligations and sustain its operations.

In addition, if the Company is unable to complete a business combination by July

18, 2023, then the Company will cease all operations except for the purpose of liquidating.

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 also described

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

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.

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

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

Those standards require that we plan and perform the audits to obtain

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

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.

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

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

that our audits provide a reasonable basis for our opinion.

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

have served as the Company’s auditor since 2021.

Palm Beach, Florida

KEANE ACQUISITION

offering costs

BALANCE SHEETS

December 31, 2023

December 31, 2022

Current Assets:

held in trust account

AND SHAREHOLDERS’ EQUITY (DEFICIT)

formation costs

to related party

Prepaid expenses

Total Current Assets

Investments held in trust account

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:

and contingencies

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

at $ 10.27 per

Shareholders’

shares, $ 0.0001 par

1,000,000 shares

and outstanding

shares, $ 0.0001 par

150,000,000 shares

shares issued and outstanding (excluding 6,600,000

shares subject to possible redemption)

shares, $0.0001 par value;

150,000,000 shares authorized;

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

to possible redemption)

paid-in capital

earnings (accumulated deficit)

Accrued offering costs

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):

Liabilities and Shareholders’ Equity (Deficit)

accompanying notes are an integral part of these financial statements.

Preferred shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Ordinary shares, $ 0.0001

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

Additional paid-in capital

Retained earnings (Accumulated deficit)

( 1,987,729 )

Total Shareholders’ Equity (Deficit)

( 1,987,562 )

T otal Liabilities and Shareholders’ Equity (Deficit)

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

KEANE ACQUISITION

OF OPERATIONS

and administrative costs

Interest income on investments

held in trust account

in derivative liability

income (loss)

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

Basic and diluted net income (loss) per ordinary share

for ordinary shares not subject to redemption

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

and diluted net income (loss) per ordinary share for ordinary shares subject to redemption

accompanying notes are an integral part of these financial statements.

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED

General and administrative costs

Operating loss

$ ( 1,013,070 )

$ ( 138,115 )

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

OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

the YEAR ended DECEMBER 31, 2022

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

the YEARS ended DECEMBER 31, 2023 AND 2022

Ordinary Shares

(Accumulated Deficit)

Shareholders’

January 1, 2022

for founder shares

placement rights proceeds

Balance, January 1, 2023

Shares forfeited due to partial

exercise of underwriters overallotment (1)

Remeasurement of ordinary shares subject to redemption

( 4,752,374 )

Balance, December 31, 2023

$ ( 1,987,729 )

( 1,987,562 )

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

Fair value of underwriter shares

Issuance costs

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( 7,624,825 )

December 31, 2022

the PERIOD FROM MARCH 1, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Shareholders’

Balance, March 1, 2021

Issuance of ordinary shares to

Balance, December 31, 2022

accompanying notes are an integral part of these financial statements.

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

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

KEANE ACQUISITION

OF CASH FLOWS

Cash flows from operating

Adjustments to reconcile

net loss to net cash used in operating activities:

Interest income on investments

held in trust account

Change in operating assets

and liabilities:

STATEMENTS OF CASH FLOWS

DECEMBER 31, 2022

FOR THE YEAR ENDED

DECEMBER 31, 2022

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

( 3,432,374 )

Change in operating assets and liabilities:

Prepaid expenses

Formation and organization

costs paid by related parties

Deferred offering costs

cash used in operating activities

Cash flows from investing

Cash deposited into

trust account

Accrued expenses

Net cash used in operating activities

Cash flows from investing activities:

Cash deposited into trust account

( 1,320,000 )

cash used in investing activities

( 67,320,000 )

Cash flows from financing

Net cash used in investing activities

( 1,320,000 )

( 67,320,000 )

Cash flows from financing activities:

Sale of ordinary shares

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Proceeds from issuance ordinary shares to sponsor

Repayment of sponsor

cash provided by financing activities

Repayment of sponsor note

Proceeds from sponsor note

Advance from related party

Net cash provided by financing activities

Net change in cash

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Cash at end of period

Non-cash financing activities:

Remeasurement of ordinary shares subject to redemption

Deferred offering costs

included in due to related party

accompanying notes are an integral part of these financial statements.

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 financial statements

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

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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 common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 66,000,000 ,

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.

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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 the 10XYZ Holdings LP (the “Sponsor”) at a price

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 .

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

There 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.

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

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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”).

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 common

stock 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 470-20.

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 recognition.

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 place.

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

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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 9 months (or 18 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 law.

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

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Concern Consideration

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,” management

believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain

operations for a period of at least one-year from the issuance date of this financial statement.

However, management has determined that

the combination period is less than one year from the date of the issuance of the financial statements.

There is no assurance that the

Company’s plans to consummate a business combination will be successful within the combination period.

As a result, there is substantial

doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are

issued or are available to be issued.

The financial statements do not include any adjustments that might result from the outcome of the

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or

search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

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

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United

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

30 unchanged sentences

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

2 unchanged sentences

underwriting discounts and commissions, were charged to additional paid in capital upon completion of the Initial Public Offering.

of December 31, 2022 and 2021 the Company had deferred offering costs of $ 0 , and $ 126,422 , respectively.

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

15 unchanged sentences

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.

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.

3 unchanged sentences

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.

At all other times, shares of the common stock are classified

as stockholders’ equity.

The ordinary features 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, 2022 and 2021, the ordinary shares subject to possible redemption in the amount of $ 67,813,020 and $ 0 , respectively, are presented as temporary

equity, outside of the stockholders’ equity section of the Company’s balance sheet.

of December 31, 2022, ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:

OF 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

4 unchanged sentences

Remeasurement of ordinary shares subject to redemption

Ordinary shares subject

to possible redemption

income (loss) per share

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 (loss)

per share of ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding

for the period.

The Company applies the two-class method in calculating income (loss) per ordinary share.

calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i)

Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future

As of December 31, 2022 and 2021, 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

(loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.

following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

OF BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE

December 31, 2022

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

of net income

Basic and diluted weighted average shares

Basic and diluted net

income per share

the Year Ended

December 31, 2021

diluted net income per share

income (loss)

and diluted weighted average shares outstanding

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.

The 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 date.

The over-allotment option is deemed to be a freestanding

financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480.

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

11 unchanged sentences

Significant inputs into the valuation model are unobservable.

Company does not have any recurring Level 2 assets or liabilities, see Note 8 for Level 3 assets and liabilities.

The 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.

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

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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

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30 days after the completion of an Initial Business Combination, subject to certain exceptions.

5 — RELATED PARTIES

5 — RELATED PARTY TRANSACTIONS

March 24, 2021, the Sponsor received 1,437,500 of the Company’s ordinary shares (the “Founder Shares”) in exchange

21 unchanged sentences

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.

As of December 31, 2022 and December 31, 2021, there were no amounts outstanding under the Promissory

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 ”).

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

1 unchanged sentence

These advances are due on demand and non-interest bearing.

As of December 31, 2022 and 2021, the amount due to the Sponsor was $ 0 and $ 130,687 , respectively.

As of December 31, 2023 and 2022, there were $ 344,875 and $ 0 due to the Sponsor, respectively.

Administrative

4 unchanged sentences

liquidation, the Company will cease paying these monthly fees.

The Company has incurred expense of $ 21,666 for the year ended December

No expense was incurred in 2021.

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

8 unchanged sentences

Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of December 31, 2022 and 2021, there were no amounts outstanding under 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.

6 — COMMITMENTS AND CONTINGENCIES

21 unchanged sentences

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)

4 unchanged sentences

of ordinary shares are entitled to one vote for each share.

of December 31, 2022 and 2021, there were 1,725,000 ordinary shares issued and outstanding, 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 shares).

underwriter partially exercised the over-allotment and as such 150,000 ordinary shares are not subject to forfeiture as of October 18,

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.

38 unchanged sentences

2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

Marketable securities held in the

Trust Account

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 that would have required adjustment or disclosure

in 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.

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