What changed in this filing

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Item 1. Financial Statements

2024-05-20 compared with 2023-11-20 · 298 added, 177 removed, 488 unchanged (49% of the section changed)

1 unchanged sentence

KEANE ACQUISITION

September 30,

BALANCE SHEETS

Current Assets:

2 unchanged sentences

Investments held in trust account

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities:

1 unchanged sentence

Accrued expenses

Note payable - Sponsor

Due to shareholders

Due to related party

Due to related parties

Total Current Liabilities

Commitments and contingencies

Ordinary shares subject to possible redemption ( 6,600,000 shares at $ 10.70 and $ 10.27 per share as of September 30, 2023 and December 31, 2022)

Shareholders’ Equity (Deficit):

Ordinary shares subject to possible redemption ( 4,312,077 and 6,600,000 shares at $ 11.20 and $ 10.99 per share as of March 31, 2024, and December 31, 2023, respectively)

Shareholders’ Deficit:

Preferred shares, $ 0.0001 par value;

3 unchanged sentences

150,000,000 shares authorized;

2,341,000 shares issued and

outstanding (excluding 6,600,000 shares subject to possible redemption)

2,341,000 shares issued and outstanding (excluding 6,600,000 shares subject to possible redemption) as of March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

Shareholder receivable

Retained earnings (Accumulated deficit)

Accumulated deficit

( 2,456,158 )

Total Shareholders’ Equity (Deficit)

( 1,987,729 )

T otal Liabilities and Shareholders’ Equity (Deficit)

accompanying notes are an integral part of these financial statements.

Total Shareholders’ Deficit

( 2,455,991 )

( 1,987,562 )

T otal Liabilities and Shareholders’ Deficit

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

KEANE ACQUISITION

OF OPERATIONS

FOR THE THREE

SEPTEMBER 30, 2023

FOR THE THREE

SEPTEMBER 30, 2022

SEPTEMBER 30, 2023

SEPTEMBER 30, 2022

STATEMENTS OF OPERATIONS

THREE MONTHS ENDED

General and administrative costs

Operating loss

$ ( 421,455 )

$ ( 768,931 )

Interest income on investments held in trust account

Total other income

Weighted average ordinary shares outstanding, basic and diluted

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

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

Basic and diluted net INCOME per ordinary share

accompanying notes are an integral part of these financial statements.

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

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

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

KEANE ACQUISITION

OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

the THREE AND NINE MONTHS ended SEPTEMBER 30, 2023 AND 2022

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ended MARCH 31, 2024 and 2023

Ordinary Shares

Additional Paid-in

(Accumulated Deficit)

1 unchanged sentence

Balance, January 1, 2024

Remeasurement of ordinary shares subject to redemption

Balance, March 31, 2023

Remeasurement of ordinary shares subject to redemption

Balance, June 30, 2023

Shares forfeited

due to partial exercise of underwriters overallotment

Remeasurement of ordinary shares subject to redemption

$ ( 1,987,729 )

$ ( 1,987,562 )

Balance, September 30, 2023

Remeasurement of ordinary shares subject to redemption

Balance, March 31, 2024

$ ( 2,456,158 )

1 unchanged sentence

Ordinary Shares

Additional Paid-in

(Accumulated Deficit)

1 unchanged sentence

Balance, January 1, 2023

Remeasurement of ordinary shares subject to redemption

Balance, March 31, 2023

Balance, June 30, 2022

Net income (loss)

Balance, September 30, 2022

accompanying notes are an integral part of these financial statements.

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

KEANE ACQUISITION

OF CASH FLOWS

SEPTEMBER 30, 2023

SEPTEMBER 30, 2022

STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

1 unchanged sentence

Interest income on investments held in trust account

( 2,154,895 )

Change in operating assets and liabilities:

Prepaid expenses

Formation and organization costs paid by related parties

Accrued expenses

1 unchanged sentence

Cash flows from investing activities:

Cash withdrawn from trust account

Cash deposited into trust account

Net cash used in investing activities

Net cash provided by investing activities

Cash flows from financing activities:

Payments made in relation to redemptions of ordinary shares

( 24,938,789 )

Proceeds from Sponsor Note

Advance from related party

Net cash provided by financing activities

Net cash used in financing activities

( 24,546,515 )

Net change in cash

3 unchanged sentences

Remeasurement of ordinary shares subject to possible redemption

Deferred offering costs included in accrued expenses

Deferred offering costs included in due to related party

accompanying notes are an integral part of these financial statements.

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

KEANE ACQUISITION

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

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growth companies.

of September 30, 2023, the Company had not commenced any operations.

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

September 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”),

which is described below.

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

at the earliest.

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

Public Offering.

of March 31, 2024, the Company had not commenced any operations.

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

31, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described

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

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

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

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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 ,

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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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.

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

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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 12 months (or 19 months if the Company extends the period) to consummate a Business Combination (the “Combination

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.

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

regarding the extension amendment.

The Company’s shareholders approved the Extension Amendment Proposal on January 17, 2024 and

an aggregate of 2,287,923

ordinary shares were validly tendered for redemption,

leaving an aggregate of 6,653,077

ordinary shares outstanding.

The Company’s

board of directors has elected to effect the first extension period, extending the Company’s liquidation date to April

Accordingly, the Sponsor or its designee

must deposit $ 200,000

into the Trust Account for the first extension

On April 26, 2024, Citius Pharma deposited $ 66,667

into the trust

account of the Company to extend the timeline to complete a business combination for an additional one month period from April 18, 2024

to May 18, 2024 .

On May 17, 2024, Citius

Pharma deposited $ 66,667

into the trust account of the Company to extend the timeline to complete a business

combination for an additional one (1) month period from May 18, 2024 to June 18, 2024.

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

The 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 January

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

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 June 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.

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

Convertible Promissory Notes

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.

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.

of March 31, 2024 and December 31, 2023, the Company had $ 48,584,863 and $ 72,565,394 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.

upon closing, Citius Pharma would receive 67.5 million shares of ordinary share of the Combined Company which, at an implied value of

$ 10.00 per share, would be $ 675 million in equity of the Combined Company, before fees and expenses.

As part of the transaction, Citius

Pharma will contribute $ 10 million in cash to the Combined Company.

An additional 12.6 million existing options will be assumed by the

Combined Company.

Citius Pharma and the Combined Company will also enter into an amended and restated shared services agreement, which,

among other things, will govern certain management and scientific services that Citius Pharma will continue to provide to the Combined

Company following the Effective Time.

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

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

The transaction is expected to be completed in the first half of 2024, subject

to approval by shareholders of the Company and other customary closing conditions, including final regulatory approvals and SEC filings.

There can be no assurance regarding the ultimate timing of the proposed transaction or that the transaction will be completed at all.

will have until 12 months 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 12 months, we may extend the

Combination Period up to seven (7) times, each time for an additional month (for a total of up to 19 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”).

the opinion of the Company’s management, the unaudited condensed financial statements as of September 30, 2023 include all adjustments,

which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September

the opinion of the Company’s management, the unaudited condensed financial statements as of March 31, 2024 include all adjustments,

which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March

This financial information should be read with the consolidated financial statements and notes thereto included in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 16, 2024.

The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be

expected for the full fiscal year ending December 31, 2023 or any future interim period.

The December 31, 2022 balance sheet information

has been derived from the 2022 audited financial statements.

The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for

the full fiscal year ending December 31, 2024 or any future interim period.

The December 31, 2023 balance sheet information has been

derived from the 2023 audited financial statements.

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

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Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents at September 30, 2023 and December 31, 2022.

The Company had no cash equivalents at March 31, 2024 and December 31, 2023.

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 March 31, 2024 and December 31, 2023, the Company had $ 48,584,863 and $ 72,565,394 , respectively, in investments held in the Trust

Offering Costs

2 unchanged sentences

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

of September 30, 2023 and December 31, 2022 the Company had no deferred offering costs.

of March 31, 2024 and December 31, 2023 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

14 unchanged sentences

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30,

2023 and 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024

and December 31, 2023.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

is currently no taxation imposed on income by the Government of the Cayman Islands.

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Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of September 30, 2023 and December

31, 2022, the ordinary shares subject to possible redemption in the amount of $ 70,627,915 and $ 67,813,020 , respectively, are presented

as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

of September 30, 2023 and December 31, 2022, ordinary shares subject to possible redemption reflected on the balance sheet is reconciled

Accordingly, as of March 31, 2024 and December 31,

2023, the ordinary shares subject to possible redemption in the amount of $ 48,316,218 and $ 72,565,394 , respectively, are presented as

temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

of March 31, 2024 and December 31, 2023, ordinary shares subject to possible redemption reflected on the balance sheet is reconciled

on the following table:

OF SHARES SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds

Proceeds allocated to public rights

( 1,056,000 )

Offering costs allocated ordinary shares subject to redemption

( 4,755,805 )

Remeasurement of ordinary shares subject to redemption

SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION

Ordinary shares subject to possible redemption – December 31, 2023

Redemption of ordinary shares

( 24,938,789 )

Remeasurement of ordinary shares subject to redemption

Due to shareholder

Ordinary shares subject to possible redemption – March 31, 2024

Remeasurement of ordinary shares subject to redemption

Ordinary shares subject to possible redemption – June 30, 2023

Remeasurement of ordinary shares subject to redemption

Ordinary shares subject to possible redemption – September 30, 2023

income per share

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

As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised

As of March 31, 2024 and 2023, 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.

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

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

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

Three Months Ended

September 30,

Ordinary shares subject to redemption

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Basic and diluted net income per share

Nine months Ended

September 30,

Ordinary shares subject to redemption

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Ordinary shares not subject to redemption

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Financial Instruments

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of their short-term nature.

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.

Accounting Standards

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Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale

Restrictions”.

The 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.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made

available for issuance.

The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position,

results of operations or cash flows.

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

48 unchanged sentences

bearing and payable on the earlier of (i) September 30, 2022 or (ii) the consummation of the Proposed Public Offering.

As of September

30, 2023 and December 31, 2022, there were no amounts outstanding under the Promissory Note.

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.

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 September

30, 2023 and December 31, 2022, there were no amounts outstanding under the Promissory Note

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) October 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 March 31, 2024 and December 31, 2023, 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 September 30, 2023 and December 31, 2022, there were $ 779,875 and $ 0 due to the sponsor.

As of March 31, 2024 and December 31, 2023, there were $ 537,149 and $ 344,875 due to the sponsor, respectively.

Administrative

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liquidation, the Company will cease paying these monthly fees.

The Company has incurred expense of $ 30,000 and $ 90,000 for the three

and nine months ended September 30, 2023, respectively.

The Company incurred no expense for the three and nine months ended September

As of September 30, 2023 and December 31, 2022 there was $ 30,000 and $ 0 payable amounts accrued.

The Company has incurred expense of $ 30,000 for the three months ended

March 31, 2024 and 2023, respectively.

As of March 31, 2024 and December 31, 2023 there was $ 90,000 and $ 60,000 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

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

As of September 30, 2023 and

December 31, 2022, 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.

Company’s shareholders approved the Extension Amendment Proposal on January 17, 2024.

On January 18, 2024 the Sponsor deposited

$ 200,000 in association with the Extension Amendment Proposal.

of March 31, 2024 and December 31, 2023, there was $ 1,520,000 and $ 1,320,000 outstanding under the Working Capital Loans, respectively.

6 — COMMITMENTS AND CONTINGENCIES

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Due to the partial exercise, the shares granted at October 18, 2022 were 297,000 .

7 — SHAREHOLDERS’ EQUITY (DEFICIT)

Payment Letter

On February 23, 2024, The Crone Law

entered into an Equity Payment Letter Agreement with the Sponsor in connection with the payment of its legal fees.

The Crone Law Group has a present expectation of receipt of 21,428 shares of TenX Ordinary Shares and a potential future expectation of

the Sponsor transferring additional equity interests in TenX, if certain fee caps are exceeded, and such equity interests may exceed $ 50,000 .

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’ DEFICIT

Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such

designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of September 30, 2023 and December 31, 2022, there were no shares of preferred shares issued or outstanding.

As of March 31, 2024 and December 31, 2023, there were no shares of preferred shares issued or outstanding.

Shares — The Company is authorized to issue 150,000,000 ordinary shares with a par value of $ 0.0001 per share.

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

of September 30, 2023 and December 31, 2022, there were 2,416,000 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

of March 31, 2024 and December 31, 2023, there were 2,341,000 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

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inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30,

2023 and December 31, 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

September 30,

following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31,

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

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

Marketable securities held in the Trust Account

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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, except as noted below, that would have required

adjustment or disclosure in the financial statements.

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 October 18, 2023 to January 18, 2024 (the “Extension”).

Such deposit of the Extension Fee is evidenced by an unsecured promissory note (the “Promissory Note”) in the principal amount

of $ 660,000 to the Sponsor.

Promissory Note bears no interest and is payable in full upon the consummation of the Company’s business combination (such date,

the “Maturity Date”).

payees of the Promissory Note, the Sponsor, has the right, but not the obligation, to convert the Promissory Note, 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 .

October 23, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization by and among TenX, TenX Merger Sub, Inc.,

a Delaware corporation and wholly owned Subsidiary of TenX, Citius Pharmaceuticals, Inc., a Nevada corporation, and Citius Oncology,

Inc., a Delaware corporation and wholly owned subsidiary of Citius Pharma.

Based upon this review the Company did not identify any subsequent events, other than those disclosed below, that would

have required adjustment or disclosure in the financial statements.

April 26, 2024, Citius Pharma deposited $ 66,667 into the trust account of the Company (the “Contribution”) to extend the

timeline to complete a business combination for an additional one (1) month period from April 18, 2024 to May 18, 2024 (the “Extension”).

Such deposit of the Contribution is evidenced by an unsecured promissory note (the “Note”) issued by the Company in the principal

amount of $ 66,667 to Citius Pharma.

The Note bears no interest and is repayable in full per the terms of the Merger Agreement.

May 17, 2024, Citius Pharma deposited $ 66,667 into the trust account of the Company (the “Contribution”) to extend the timeline

to complete a business combination for an additional one (1) month period from May 18, 2024 to June 18, 2024 (the “Extension”).

Such deposit of the Contribution is evidenced by an unsecured promissory note (the “Note”) issued by the Company in the principal

amount of $ 66,667

to Citius Pharma.

The Note bears no interest

and is repayable in full per the terms of the Merger Agreement.

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-Q

Item 1. Financial Statements