What changed in this filing

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Item 1. Financial Statements

2024-08-09 compared with 2024-05-20 · 195 added, 150 removed, 636 unchanged (35% of the section changed)

FINANCIAL STATEMENTS

KEANE ACQUISITION

CITIUS ONCOLOGY, INC.

(formerly known as TenX Keane Acquisition)

BALANCE SHEETS

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Accrued expenses

Note payable - Sponsor

Due to shareholders

Notes payable

Due to related party

Due to related parties

Total Current Liabilities

Commitments and contingencies

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)

Ordinary shares subject to possible redemption ( 4,312,077 and 6,600,000 shares at $ 11.35 and $ 10.99 per share as of June 30, 2024, and December 31, 2023, respectively)

Shareholders’ Deficit:

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none issued and outstanding

Ordinary shares, $ 0.0001 par value;

Ordinary shares, $ 0.0001

shares authorized;

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

shares issued and outstanding (excluding 4,312,077

shares and 6,600,000 shares subject to possible redemption) as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

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T otal Liabilities and Shareholders’ Deficit

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

KEANE ACQUISITION

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

CITIUS ONCOLOGY, INC.

known as TenX Keane Acquisition)

STATEMENTS OF OPERATIONS

THREE MONTHS ENDED

Months Ended June 30,

Six Months Ended June 30,

General and administrative costs

Operating loss

Interest income on investments held in trust account

Other Income:

Interest earned on investments held in trust account

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

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

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 redemption

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

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

CITIUS ONCOLOGY, INC.

(formerly known as TenX Keane Acquisition)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ended MARCH 31, 2024 and 2023

the THREE AND SIX MONTHS ended JUNE 30, 2024 and 2023

Ordinary Shares

Additional Paid-in

(Accumulated Deficit)

Total Shareholders’

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$ ( 2,455,991 )

Remeasurement of ordinary shares subject to redemption

Balance, June 30, 2024

$ ( 3,040,117 )

$ ( 3,039,950 )

Ordinary Shares

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Balance, March 31, 2023

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

KEANE ACQUISITION

Remeasurement of ordinary shares subject to redemption

Balance, June 30, 2023

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

CITIUS ONCOLOGY, INC.

(formerly known as TenX Keane Acquisition)

STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED

Cash flows from operating activities:

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Interest income on investments held in trust account

( 1,394,677 )

( 1,575,497 )

Change in operating assets and liabilities:

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Advance from related party

Net cash used in financing activities

Net cash provided by (used in) financing activities

( 24,282,122 )

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Remeasurement of ordinary shares subject to possible redemption

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

KEANE ACQUISITION

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

CITIUS ONCOLOGY, INC.

(formerly known as TenX Keane Acquisition)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

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

The Company was formed for the

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

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

Oncology, Inc.

(formerly known as TenX Keane Acquisition, the “Company”) was incorporated in the Cayman Islands on March

1, 2021, and migrated to and domesticated as a Delaware corporation on August 5, 2024.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination with one or more businesses (the “Business Combination”).

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

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growth companies.

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

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

of June 30, 2024, the Company had not commenced any operations.

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

30, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described

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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

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 18, 2024 .

Accordingly, the Sponsor or its designee must deposit $ 200,000 into the Trust

Account for the first extension period.

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.

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.

On June 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 month period from June 18, 2024 to July 18, 2024.

On July 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

month period from July 18, 2024 to August 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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The Company will

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

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

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

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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,

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

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

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

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

of June 30, 2024 and December 31, 2023, the Company had $ 49,152,639 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”).

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 Oncology.

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 Keane Acquisition (“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

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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.

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.

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.

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.

Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which our Sponsor

has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete

a business combination.

Our Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for

us to complete our initial business combination.

Up to $ 1,500,000 of the loans made by our Sponsor, our officers and directors, or our

or their affiliates to us prior to or in connection with our initial business combination (including loans made to extend our time period

for consummating a business combination) may be convertible into Units at a price of $ 10.00 per Unit at the option of the lender.

we are unable to consummate an initial business combination within such time period, we will, as promptly as reasonably possible but

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States of America (“US GAAP”).

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

the opinion of the Company’s management, the unaudited condensed financial statements as of June 30, 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 June 30,

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 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 results of operations for the three and six months ended June 30, 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

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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 March 31, 2024 and December 31, 2023.

The Company had no cash equivalents at June 30, 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

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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

of June 30, 2024 and December 31, 2023, the Company had $ 49,152,639 and $ 72,565,394 , respectively, in investments held in the Trust Account.

Offering Costs

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

of March 31, 2024 and December 31, 2023 the Company had no deferred offering costs.

of June 30, 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

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as income tax expense.

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024

and December 31, 2023.

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

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:

Accordingly, as of June 30, 2024 and December 31, 2023,

the ordinary shares subject to possible redemption in the amount of $ 49,152,639 and $ 72,565,394 , respectively, are presented as temporary

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

of June 30, 2024 and December 31, 2023, ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on

the following table:

SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION

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Remeasurement of ordinary shares subject to redemption

Due to shareholder

Ordinary shares subject to possible redemption – March 31, 2024

Ordinary shares subject to possible redemption – June 30, 2024

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 March 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised

As of June 30, 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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Three Months Ended

June 30, 2024

June 30, 2023

Ordinary shares subject to redemption

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Basic and diluted net income per share

Six Months Ended

June 30, 2024

June 30, 2023

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.

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.

Accounting Standards

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results of operations or cash flows.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate

reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective for fiscal

years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of

ASU 2023-09 will have a material impact on its condensed consolidated financial statements and disclosures.

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

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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) 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.

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

As of June 30, 2024 and December 31, 2023, there were $ 0 outstanding under the Post-IPO Promissory Note.

from Related Party

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

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

As of June 30, 2024 and December 31, 2023, there were $ 870,186 and $ 344,875 due to related party, respectively.

Administrative

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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,

June 30, 2024 and 2023, respectively.

As of June 30, 2024 and December 31, 2023 there was $ 120,000 and $ 60,000 payable amounts accrued,

respectively.

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$ 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.

On 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.

April 26, 2024, May 17, 2024 and June 17, 2024, Citius Pharma deposited a total of $ 200,001 into

the trust account of the Company in association with the Extension Amendment Proposal

of June 30, 2024 and December 31, 2023, there was $ 1,720,001 and $ 1,320,000 outstanding under the Working Capital Loans, respectively.

6 — COMMITMENTS AND CONTINGENCIES

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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 .

February 23, 2024, The Crone Law Group, P.C.

entered into an Equity Payment Letter Agreement with the Sponsor in connection with the

payment of its legal fees.

As such, 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

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

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

As of June 30, 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 March 31, 2024 and December 31, 2023, there were 2,341,000 ordinary shares issued and outstanding, respectively, of which an aggregate

of June 30, 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

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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 December 31,

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

following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2024

and December 31, 2023 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

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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, 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.

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.

July 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 July 18, 2024 to August 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.

August 2, 2024, the Company held an extraordinary general meeting of shareholders (the “EGM”),

at which the Company’s shareholders approved, among all proposals, in connection with

its previously announced business combination (the “Business Combination”) with

Citius Pharma.

Holders of 4,297,828 public redeemable shares exercised their redemption rights

for a pro rata portion of the trust amount.

The estimated redemption price is approximately $ 11.47 per share, which is calculated based on the trust balance as of August 8, 2024.

The Company will distribute a total of approximately $ 49,315,047

redemption payout to the redeeming shareholders.

(3) On August 5, 2024, the Company de-registered in Cayman Islands and migrated to and domesticated as a Delaware corporation.

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