Other Information.
+Added: August 5, 2024, as contemplated by the Merger Agreement and described in the section titled “The Domestication Proposal”
+Added: beginning on page 154 of the Proxy Statement, the Company filed a notice of deregistration with the Cayman Islands Registrar of Companies,
+Added: together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication
+Added: with the Secretary of State of the State of Delaware, under which the Company was domesticated and continues as a Delaware corporation,
+Added: under the name Citius Oncology, Inc.
+Added: we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.
+Added: Holder (as defined in the section
+Added: of the Registration Statement captioned “Taxation—United States Federal Income Tax Considerations—General”) of
+Added: our securities, the U.S.
+Added: Holder may be subject to adverse U.S.
+Added: federal income tax consequences and may be subject to additional reporting
+Added: requirements.
+Added: Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception
+Added: (see the section of the Registration Statement captioned “Taxation—United States Federal Income Tax Considerations—U.S.
+Added: Holders—Passive Foreign Investment Company Rules”).
+Added: Depending on the particular circumstances, the application of the start-up
+Added: exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.
+Added: there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year (and if the
+Added: start-up exception may be applicable, potentially not until after the two taxable years following).
+Added: Our actual PFIC status for any taxable
+Added: year, however, will not be determinable until after the end of such taxable year.
+Added: Moreover, if we determine we are a PFIC for any taxable
+Added: year, upon written request, we will endeavor to provide to a U.S.
+Added: Holder such information as the Internal Revenue Service (“IRS”)
+Added: may require, including a PFIC annual information statement, to enable the U.S.
+Added: Holder to make and maintain a “qualified electing
+Added: fund” election, but there can be no assurance that we will timely provide such required information.
+Added: consult their tax advisors regarding the possible application of the PFIC rules.
+Added: For a more detailed discussion of the tax consequences
+Added: of PFIC classification to U.S.
+Added: Holders, see the section of the Registration Statement captioned “Taxation—United States Federal
+Added: Income Tax Considerations—U.S.
+Added: Holders—Passive Foreign Investment Company Rules.”
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
thereunto duly authorized.
−Removed: Keane Acquisition
+Added: August 9, 2024
+Added: Citius Oncology, Inc.
Xiaofeng Yuan
4 unchanged sentences
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.