Company Formation and IPO - The company was incorporated on March 1, 2021, in the Cayman Islands for the purpose of entering into a business combination, initially focusing on Asia but excluding entities headquartered in China[23]. - The company completed its IPO on October 18, 2022, issuing 6,600,000 units at $10.00 per unit, generating total gross proceeds of $66,000,000[26]. - A total of $67,320,000 from the IPO and private placement was placed in a U.S.-based trust account for the benefit of public shareholders[28]. - The company completed its IPO on October 18, 2022, raising gross proceeds of $66 million from the sale of 6,600,000 Units[118]. - A Private Placement of 394,000 Placement Units generated total proceeds of $3.94 million at a price of $10.00 per Unit[119]. Financial Performance and Projections - The company has had no revenue since inception and has incurred losses due to formation and operating costs, relying on securities sales and loans for funding[31]. - For the year ended December 31, 2023, the company reported a net income of $2,419,304, primarily from investment income on trust assets amounting to $3,432,374, offset by operating expenses of $1,013,070[116]. - The company has not generated any operating revenues to date and will not do so until the completion of its initial business combination[115]. - The company incurred increased expenses of $1,013,070 due to being a public company, including legal, financial reporting, and auditing compliance costs[115]. - The company expects primary liquidity requirements of $92,000 for legal and accounting expenses and $216,800 for working capital from December 31, 2023, until the business combination[125]. - The company incurred a cash decrease of $256,429 for the year ended December 31, 2023, with cash used in operating activities of $601,304 and cash provided by financing activities of $1,664,875[131]. - The company has less than 12 months to complete a business combination, or it must liquidate and redeem Public Shares[130]. - The company has no long-term debt obligations or capital lease obligations[132]. - The company is targeting larger businesses than it can acquire with the net proceeds from the IPO, potentially requiring additional financing[127]. Business Combination and Strategy - The company extended the deadline to complete an initial business combination to January 18, 2024, by depositing $660,000 into the trust account[34]. - The company has the option to extend the business combination period up to eight times, with specific deposit amounts required for each extension[35]. - The company intends to focus on acquiring private companies in Asia, with a total enterprise value between $200 million and $600 million[49]. - The company aims to provide target businesses with an alternative to traditional IPOs, which may be less expensive and offer greater certainty of execution[46]. - The merger agreement with Citius Oncology is expected to be completed in the first half of 2024, pending shareholder approval and regulatory conditions[59]. - Upon closing the merger, Citius Pharma will receive 67.5 million shares of the combined company, valued at $675 million based on an implied share price of $10.00[66]. - The company plans to structure its initial business combination to acquire 100% of the equity interests or assets of the target business[61]. - The company will redeem 100% of outstanding public shares at approximately $10.99 per share if it cannot complete the initial business combination within the specified time[60]. - The company aims to acquire businesses with strong management teams and significant revenue and earnings growth potential[54]. - The company will only pursue business combinations that will benefit from being publicly traded and can effectively utilize access to broader capital sources[63]. - The Holding Foreign Companies Accountable Act may impact the company's ability to complete certain business combinations due to regulatory oversight[70]. Management and Governance - The management team has extensive experience in mergers and acquisitions, with a strong track record in identifying acquisition opportunities[45]. - The management team includes experienced professionals from various sectors, enhancing the company's ability to identify attractive acquisition opportunities[48]. - The company has maintained its principal executive office in New York, NY, with a monthly cost of $10,000 for office space and related services[87]. - The company currently has 2 officers and does not intend to hire full-time employees before completing its initial business combination[89]. - The company does not intend to ensure that management maintains their positions post-initial business combination, although some may negotiate to stay[177]. - No cash compensation has been provided to officers or directors, but $10,000 per month will be paid for office space and administrative services[176]. - The board of directors is composed of five members, with each director serving a two-year term[173]. - The company has established an audit committee, which is required to be comprised solely of independent directors under Nasdaq rules[178]. - The independent directors will hold regularly scheduled meetings to ensure compliance with SEC and Nasdaq rules[175]. - The company has established an audit committee to oversee independent auditors and ensure compliance with regulations[185]. - The compensation committee is responsible for reviewing and approving the CEO's compensation and evaluating performance based on corporate goals[186]. - The company has not established specific minimum qualifications for director nominees but considers various factors such as educational background and professional experience[192]. - Directors and officers have fiduciary duties under Cayman Islands law, including acting in the best interests of the company and avoiding conflicts of interest[196]. - The company will indemnify its officers and directors to the maximum extent permitted by law, including for liabilities incurred in their capacities[207]. - The compensation committee may retain external advisers and will consider their independence before engagement[189]. - The board will consider director candidates recommended by shareholders during the nomination process for the annual meeting[191]. - The company intends to disclose any amendments to its Code of Ethics in a Current Report on Form 8-K[194]. Shareholder Information - The total number of Ordinary Shares issued and outstanding is 6,653,077[220]. - 10XYZ Holdings LP, Xiaofeng Yuan, and Taylor Zhang each own 2,044,000 Ordinary Shares, representing approximately 30.7% of the outstanding shares[221]. - All executive officers and directors as a group (5 individuals) collectively own 2,044,000 Ordinary Shares, which is 30.7% of the total[221]. - Hudson Bay Capital Management LP holds 500,000 Ordinary Shares, accounting for 7.5% of the outstanding shares[221]. - Wolverine Asset Management, LLC owns 566,713 Ordinary Shares, representing 8.5% of the total[221]. - Mizuho Financial Group, Inc. has 522,030 Ordinary Shares, which is 7.8% of the outstanding shares[221]. - The beneficial ownership interests consist of Founder Shares and Private Placement Shares[222]. Internal Controls and Compliance - A material weakness in internal control over financial reporting was identified as of December 31, 2023, which may adversely affect the accuracy and timeliness of financial reporting[156]. - Disclosure controls and procedures were deemed ineffective due to material weaknesses related to accounting for accruals and complex financial instruments[151]. - Management is assessing resource needs and roles, particularly in accounting and financial reporting, to address identified weaknesses[152]. - The company has not made any changes in internal control over financial reporting during the fiscal quarter ended December 31, 2023, that materially affected its effectiveness[159]. - The audit committee consists of independent directors, with Cathy Jiang qualifying as an "audit committee financial expert" as defined by SEC rules[179]. - The company has applied for a tax exemption from the Cayman Islands government, which would exempt it from taxes on profits for a period of 20 years[86]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[82]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[102]. - The company has not identified any significant cybersecurity threats that could materially affect its business strategy or financial condition[93].
TenX Keane Acquisition(TENK) - 2023 Q4 - Annual Report