MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
−Removed: to the “Company,” “us,” “our” or “we” refer to TenX Keane Acquisition.
−Removed: The following
−Removed: discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements
−Removed: and related notes included herein.
+Added: to the “Company,” “us,” “our” or “we” refer to Citius Oncology, Inc.
+Added: (formerly known
+Added: as TenX Keane Acquisition) .
+Added: The following discussion and analysis of our financial condition and results of operations should be read
+Added: in conjunction with our financial statements and related notes included herein.
Note Regarding Forward-Looking Statements
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initial business combination.
−Removed: Our entire activity up to March 31, 2024 has been related to our formation, the Initial Public Offering
+Added: Our entire activity up to June 30, 2024 has been related to our formation, the Initial Public Offering
and, since the closing of the Initial Public Offering, and a search for a business combination target.
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to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing
−Removed: compliance), as well as for due diligence expenses in connection with the search for a business combination target.
+Added: compliance), as well as for the expenses in connection with the business combination.
have neither engaged in any operations nor generated any revenues to date.
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After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting,
−Removed: accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.
−Removed: We expect our expenses to increase substantially after the closing of the IPO.
−Removed: the three months ended March 31, 2024, we had net income of $489,829, which primarily consisted of investment income on the trust assets
+Added: accounting and auditing compliance), as well as for the expenses in connection with the business combination.
+Added: the three months ended June 30, 2024, we had net income of $252,462, which primarily consisted of investment income on the trust assets
of $636,419, partially offset by operating expenses of $383,957.
−Removed: the three months ended March 31, 2023, we had net income of $611,725, which primarily consisted of investment income on the trust assets
+Added: the six months ended June 30, 2024, we had net income of $742,291, which primarily consisted of investment income on the trust assets
of $1,394,677, partially offset by operating expenses of $652,386.
+Added: the three months ended June 30, 2023, we had net income of $616,296, which primarily consisted of investment income on the trust assets
+Added: of $815,850, partially offset by operating expenses of $199,554.
+Added: the six months ended June 30, 2023, we had net income of $1,228,021, which primarily consisted of investment income on the trust assets
+Added: of $1,575,497, partially offset by operating expenses of $347,476.
Capital Resources Going Concern
−Removed: of March 31, 2024 our cash was $33,330.
+Added: of June 30, 2024 our cash was $261.
registration statement for the IPO (the “Registration Statement”) was declared effective on October 13, 2022.
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capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
−Removed: of March 31, 2024, we had available to us approximately $33,330 of proceeds held outside the trust account.
−Removed: We will use these funds to
−Removed: identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
−Removed: plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
−Removed: agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.
+Added: of June 30, 2024, we had available to us approximately $261 of proceeds held outside the trust account.
+Added: We will use these funds to identify
+Added: and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants
+Added: or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements
+Added: of prospective target businesses, and structure, negotiate and complete an initial business combination.
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
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third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
−Removed: expect our primary liquidity requirements from March 31, 2024 through the consummation of the business combination include
−Removed: $300,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting
−Removed: successful business combinations as well as legal and accounting fees related to regulatory reporting requirements, and $216,800 for
−Removed: working capital that will be used for miscellaneous expenses and reserves.
−Removed: In addition, the Sponsor issued an unsecured promissory
−Removed: note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal
−Removed: amount of $300,000 if we need additional capital.
+Added: expect our primary liquidity requirements from June 30, 2024 through the consummation of the business combination include $300,000 for
+Added: legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business
+Added: combinations as well as legal and accounting fees related to regulatory reporting requirements, and $216,800 for working capital that
+Added: will be used for miscellaneous expenses and reserves.
+Added: In addition, the Sponsor issued an unsecured promissory note to the Company (the
+Added: “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 if we need additional
amounts are estimates and may differ materially from our actual expenses.
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may have insufficient funds available to operate our business prior to our initial business combination.
−Removed: Moreover, we may need to obtain additional
−Removed: financing either to complete our initial business combination or because we become obligated to redeem a significant number of our
−Removed: Public Shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in
−Removed: connection with such business combination.
−Removed: In addition, we are targeting businesses larger than we could acquire with the net
−Removed: proceeds of the IPO and the sale of the Private Units, and may as a result be required to seek additional financing to complete such
−Removed: proposed initial business combination.
−Removed: Subject to compliance with applicable securities laws, we would only complete such financing
−Removed: simultaneously with the completion of our initial business combination.
−Removed: If we are unable to complete our initial business
−Removed: combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust
−Removed: In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional
−Removed: financing in order to meet our obligations.
+Added: Moreover, we may need to obtain
+Added: additional financing either to complete our initial business combination or because we become obligated to redeem a significant number
+Added: of our Public Shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt
+Added: in connection with such business combination.
+Added: In addition, we are targeting businesses larger than we could acquire with the net proceeds
+Added: of the IPO and the sale of the Private Units, and may as a result be required to seek additional financing to complete such proposed
+Added: initial business combination.
+Added: Subject to compliance with applicable securities laws, we would only complete such financing simultaneously
+Added: with the completion of our initial business combination.
+Added: If we are unable to complete our initial business combination because we do
+Added: not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
+Added: In addition, following
+Added: our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
is no assurance that our plans to consummate a business combination will be successful within the combination period.
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currently has less than 12 months from the date these financial statements were issued to complete a business combination transaction.
−Removed: If the Company is unsuccessful in consummating an initial business combination by June 18, 2024, per the mandatory liquidation requirement,
+Added: 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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might result from the outcome of the uncertainty.
−Removed: change in cash for the period ended March 31, 2024 was an increase of $584 and was comprised of cash used in operating activities of $191,690,
+Added: change in cash for six months ended June 30, 2024 was an decrease of $32,485 and was comprised of cash used in operating activities of
$557,796, cash provided by investing activities of $24,807,433 and cash used in financing activities of $24,282,122.
−Removed: change in cash for the period ended March 31, 2023 was a decrease of $168,799 and was comprised of cash used in operating activities of
+Added: change in cash for the six months ended June 30, 2023 was an increase of $80,920 and was comprised of cash used in operating activities
+Added: of $269,055 and cash provided by financing activities of $349,975.
Accounting Estimates
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on our financial condition.
−Removed: We have not identified any
−Removed: critical accounting estimates other than below .
+Added: We have not identified any critical accounting estimates other than below.
Financial Instruments
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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.