UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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| ☐ | Soliciting Material Pursuant to 240.14a-12 |
TenX Keane Acquisition
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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TENX KEANE ACQUISITION
A Cayman Islands Exempted Company
(Company Number 372208)
420 Lexington Ave, Suite 2446
New York, NY 10170
LETTER TO SHAREHOLDERS
January 8, 2024
To the Shareholders of TenX Keane Acquisition:
You are cordially invited to attend an extraordinary general meeting of Shareholders (the Extraordinary General Meeting ) of TenX Keane Acquisition (the Company , TenX , we , us or our ) to be held at the offices of the Company, located at 420 Lexington Avenue, Suite 2446, New York, NY 10170, on January 17, 2024, at 9:30 a.m. Eastern Standard Time or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. This Extraordinary General Meeting is being held in lieu of the 2023 annual general meeting, and shareholders will have the opportunity to present questions to the management of the Company at the Extraordinary General Meeting, which is being held, in part, to satisfy the annual general meeting requirement of the Nasdaq Stock Market LLC. The formal meeting and proxy statement for the Extraordinary General Meeting are attached. The Extraordinary General Meeting will also be held virtually. Rather than attending in person, we encourage you to attend via live webcast at https://web.lumiagm.com/279617443 (password tenx2024).
The Extraordinary General Meeting will be held for the purposes of considering and voting upon the following proposals:
| 1. | The Extension Amendment Proposal : a proposal, by special resolution, to amend (the Extension Amendment ) the Companys Amended and Restated Memorandum and Articles of Association (the AR Memorandum and Articles ) in their entirety and the substitution in their place of the third amended and restated memorandum and articles of association of the Company in the form attached as Annex A hereto (the Third AR Memorandum and Articles ), which provides that the Company may elect to extend the date by which the Company has to consummate a business combination (the Combination Period ) for a total of eight (8) times, as follow: (i) one (1) time for an additional three (3) months from January 18, 2024 to April 18, 2024, and subsequently (iii) seven (7) times for an additional one (1) month each time from April 18, 2024 to November 18, 2024, if requested by the Sponsor (as defined herein) and upon two calendar days advance notice prior to the applicable deadline (such proposal, the Extension Amendment Proposal ); | |
| 2. | The Auditor Ratification Proposal: a proposal, by ordinary resolution, to ratify the appointment of Marcum LLP as the Companys independent registered public accounting firm for the Companys fiscal year ending December 31, 2023 (the Auditor Ratification Proposal ); and | |
| 3. | The Adjournment Proposal : a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting to a later date or dates (the Adjournment ), if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares represented to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of TenXs public shares (the Public Shareholders) have elected to redeem an amount of shares in connection with the Extension Amendment such that TenX would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC (Nasdaq), or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the Adjournment Proposal ). |
Each of the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement.
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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE EXTENSION AMENDMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL , AND IF PRESENTED, THE ADJOURNMENT PROPOSAL.
The purpose of the Extension Amendment Proposal is to allow the Company additional time to complete an initial business combination after the second extension of the Combination Period pursuant to the AR Memorandum and Articles without the payment of additional amounts into the Companys trust account. Each Extension requires fees to be put into the trust account established by the Company upon consummation of its IPO ( Trust Account ) in accordance with the terms of the AR Memorandum and Articles and the Investment Management Trust Agreement by and between the Company and American Stock Transfer Trust Company, LLC (now known as Equiniti Trust Company, LLC) dated as of October 13, 2022 (the Trust Agreement ).
Pursuant to the AR Memorandum and Articles and the Trust Agreement, TenX may, but is not obligated to, extend the Combination Period up to three times, each by an additional three months (for a total of up to 18 months), without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights. Pursuant to the terms of the Trust Agreement, in order to extend the Combination Period , 10XYZ Holdings, L.P., a Delaware limited partnership (the Sponsor ) or its affiliates or designees, upon ten (10) days advance notice prior to the applicable deadline, must deposit into the Trust Account $660,000 ($0.10 per share), on or prior to the date of the applicable deadline, for each three (3) month extension (or up to an aggregate of $1,980,000, or $0.30 per share, if we extend for the full nine (9) months). Any such payments would be made in the form of a promissory note. Any such promissory notes will be non-interest bearing and payable upon the consummation of our initial business combination .
On October 24, 2023, TenX 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, TenX Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of TenX ( 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 that, among other things and upon the terms and subject to the satisfaction of certain customary conditions, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the Citius Business Combination ), and in accordance with the Delaware General Corporation Law, as amended (the DGCL ):
| (i) | Merger Sub will merge with and into Citius Oncology, the separate corporate existence of Merger Sub will cease and Citius Oncology will be the surviving corporation and a wholly owned subsidiary of TenX (the Merger ); | |
| (ii) | as a result of the Merger, among other things, in the aggregate, 67,500,000 shares of New Citius Oncology Common Stock (as defined in the Merger Agreement) will be issued or issuable to holders of outstanding Citius Oncology capital stock; | |
| (iii) | upon the effective time of the Merger (the Effective Time ), each option of Citius Oncology (a Citius Oncology Option ) that is then outstanding shall be converted into the right to receive an option relating to New Citius Oncology Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time; provided that the exercise price per share for each such Citius Oncology Option shall be equal to the exercise price per share of such Citius Oncology Option in effect immediately prior to the Effective Time, divided by the quotient of 67,500,000 divided by the aggregate number of shares of Citius Oncology Common Stock outstanding immediately prior to the Effective Time; and | |
| (iv) | upon the Effective Time, Citius Oncology will immediately be renamed to a name chosen by Citius Pharma in its sole discretion prior to the Effective Time. |
On November 13, 2023, the Company filed a proxy registration statement on Form S-4 (the Proxy/Registration Statement ) for the purpose of soliciting shareholder approval of the Citius Business Combination at an Extraordinary General Meeting. If approved, the Company would then consummate the Citius Business Combination as soon as reasonably practicable thereafter. The Company would like to extend the deadline after the second extension of the Combination Period for three (3) months from January 18, 2024 to April 18, 2024 and to further extend on a monthly basis for up to seven (7) times for an additional one (1) month each time from April 18, 2024 to November 18, 2024 without requiring the Sponsor or its affiliates or designees depositing additional funds into the Trust Account to avoid the risk that such persons are unable or unwilling to make such deposits to extend the time available to complete a business combination, as well as to provide shareholders with the opportunity to redeem their ordinary shares as described herein, which they would not be able to do if the Company extended its corporate existence by depositing such additional funds.
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Accordingly, the board of directors of the Company (the Board ) has determined that it is in the best interests of TenX shareholders to approve the Extension Amendment Proposal so as to extend the date by which the Company must consummate an initial business combination in accordance to the provisions of the Third AR Memorandum and Articles .
The holders of ordinary shares issued in the Companys IPO (the public shares ) may elect to redeem their public shares for their pro rata portion of the funds held in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes) (less up to US$50,000 of interest to pay dissolution expenses), less any taxes we anticipate will be owed, but have not yet been paid (calculated as of two business days prior to the Extraordinary General Meeting), if the Extension is implemented (the Redemption ). Holders of public shares do not need to vote on the Extension Amendment Proposal, or be a holder of record on the record date to exercise their redemption rights. The per-share pro rata portion of the Trust Account on the record date after taking into account taxes owed but not paid by such date (which is expected to be the same approximate amount two business days prior to the Extraordinary General Meeting) was approximately $10.90. The closing price of the Companys ordinary shares on the record date was $11.21. The Company cannot assure shareholders that they will be able to sell their ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.
We will not proceed with the Extension Amendment if we would not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.
If the Extension Amendment Proposal is not approved and the Sponsor or its affiliates or designees do not elect to extend our corporate existence as described above, we may not be able to consummate the Citius Business Combination or another initial business combination by January 18, 2024, and, in accordance with AR Memorandum and Articles, in such event we 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 outstanding 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 on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$50,000 of interest to pay dissolution expenses), divided by the number of the public shares of the Company then in issue, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of the ordinary shares and the Board, dissolve and liquidate, as described in more detail in this proxy statement.
The purpose of the Auditor Ratification Proposal is to ratify the appointment of Marcum LLP as the Companys independent registered public accounting firm for the Companys fiscal year ending December 31, 2023.
Approval of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.
The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of TenXs public shares have elected to redeem an amount of shares in connection with the Extension Amendment such that TenX would not adhere to the continued listing requirements of Nasdaq; or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.
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Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting .
The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal or the Auditor Ratification Proposal at the Extraordinary General Meeting or if due to redemptions in connection with the Extension Amendment, the Company would not adhere to the continued listing requirements of Nasdaq, or if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.
The Board has fixed the close of business on December 28, 2023, as the record date for determining the Companys shareholders entitled to receive notice of and to vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at the Companys principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.
THE BOARD BELIEVES THAT IT IS IN THE BEST INTERESTS OF THE COMPANY THAT THE COMPANY APPROVES THE EXTENSION AMENDMENT, THE AUDITOR RATIFICATION PROPOSAL AND, IF NECESSARY, THE ADJOURNMENT PROPOSAL. AFTER CAREFUL CONSIDERATION OF ALL RELEVANT FACTORS, THE BOARD HAS DETERMINED THAT THE EXTENSION AMENDMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL AND, IF NECESSARY, THE ADJOURNMENT PROPOSAL ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS, HAS DECLARED IT ADVISABLE AND RECOMMENDS THAT YOU VOTE OR GIVE INSTRUCTION TO VOTE FOR THE EXTENSION AMENDMENT PROPOSAL, FOR THE AUDITOR RATIFICATION PROPOSAL, AND, IF NECESSARY, FOR THE ADJOURNMENT PROPOSAL.
It is strongly recommended that you complete and return your proxy card without delay to our transfer agent, Equiniti Trust Company, LLC, not later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person or through the virtual meeting platform if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the Extraordinary General Meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting and voting in person or through the virtual meeting platform, or by submitting a written revocation to D.F. King Co., Inc., our proxy solicitor, by calling toll-free (within the U.S. or Canada): (800) 714-3310. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.
| Sincerely, | |
| /s/ Xiaofeng Yuan | |
| Xiaofeng Yuan | |
| Chairman of the Tenx Board |
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on January 17, 2024: this notice of meeting, the accompany proxy statement and proxy card are available at https://www.astproxyportal.com/ast/26814 .
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TENX KEANE ACQUISITION
A Cayman Islands Exempted Company
(Company Number 372208)
420 Lexington Ave, Suite 2446
New York, NY 10170
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON JANUARY 17, 2024
PROXY STATEMENT
To the Shareholders of TenX Keane Acquisition:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the Extraordinary General Meeting ) of TenX Keane Acquisition, a Cayman Islands exempted company, company number 372208 (the Company , TenX , we , us or our ), will be held at the offices of the Company, located at 420 Lexington Avenue, Suite 2446, New York, NY 10170, at 9:30 a.m. Eastern Time, on January 17, 2024, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. This Extraordinary General Meeting is being held in lieu of the 2023 annual general meeting, and shareholders will have the opportunity to present questions to the management of the Company at the Extraordinary General Meeting, which is being held, in part, to satisfy the annual meeting requirement of the Nasdaq Stock Market LLC. The Extraordinary General Meeting will also be held virtually via live webcast . We hope that rather than attending in person, you can join us by using the following live webcast: https://web.lumiagm.com/279617443 (password tenx2024).
The Extraordinary General Meeting will be held for the purposes of considering and voting upon, and if thought fit, passing and approving the following resolutions:
| 1. | The Extension Amendment Proposal : To resolve as a special resolution that the Companys Amended and Restated Memorandum and Articles of Association (the AR Memorandum and Articles ) be deleted in their entirety and the substitution in their place of the third amended and restated memorandum and articles of association of the Company in the form attached as Annex A hereto (the Third AR Memorandum and Articles ), which provides that the Company may elect to extend the date by which the Company has to consummate a business combination (the Combination Period ) for a total of eight (8) times, as follow: (i) one (1) time for an additional three (3) months from January 18, 2024 to April 18, 2024, and subsequently (ii) seven (7) times for an additional one (1) month each time from April 18, 2024 to November 18, 2024, if requested by the Sponsor (as defined herein) and upon two calendar days advance notice prior to the applicable deadline (such proposal, the Extension Amendment Proposal ); | |
| 2. | The Auditor Ratification Proposal: To resolve as an ordinary resolution that the appointment of Marcum LLP as the Companys independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023, be ratified, approved and confirmed in all respects (the Auditor Ratification Proposal ); and | |
| 3. | The Adjournment Proposal : To resolve as an ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary General Meeting to a later date or dates (the Adjournment ), if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares represented to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of TenXs public shares (the Public Shareholders) have elected to redeem an amount of shares in connection with the Extension Amendment such that TenX would not adhere to the continued listing requirements of the Nasdaq, or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the Adjournment Proposal ). |
Each of the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement.
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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE EXTENSION AMENDMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL , AND IF PRESENTED, THE ADJOURNMENT PROPOSAL.
The purpose of the Extension Amendment Proposal is to allow the Company additional time to complete an initial business combination after the second extension of the Combination Period pursuant to the AR Memorandum and Articles without the payment of additional amounts into the Companys trust account established by the Company upon consummation of its IPO (the Trust Account ). Each Extension requires fees to be put into the Trust Account in accordance with the terms of the AR Memorandum and Articles and the Trust Agreement.
Pursuant to the AR Memorandum and Articles and the Trust Agreement, TenX may, but is not obligated to, extend the period of the Combination Period, each by an additional three months (for a total of up to 18 months) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights. Pursuant to the Trust Agreement, in order to extend the time of the Combination Period , 10XYZ Holdings, L.P., a Delaware limited partnership (the Sponsor ) or its affiliates or designees, upon ten (10) days advance notice prior to the applicable deadline, must deposit into the Trust Account $660,000 ($0.10 per share), on or prior to the date of the applicable deadline, for each three (3) month extension (or up to an aggregate of $1,980,000, or $0.30 per share, if we extend for the full nine (9) months). Any such payments would be made in the form of a promissory note. Any such promissory notes will be non-interest bearing and payable upon the consummation of our initial business combination .
On October 24, 2023, TenX 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, TenX Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of TenX ( 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 that, among other things and upon the terms and subject to the satisfaction of certain customary conditions, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the Citius Business Combination ), and in accordance with the Delaware General Corporation Law, as amended (the DGCL ):
| (i) | Merger Sub will merge with and into Citius Oncology, the separate corporate existence of Merger Sub will cease and Citius Oncology will be the surviving corporation and a wholly owned subsidiary of TenX (the Merger ); | |
| (ii) | as a result of the Merger, among other things, in the aggregate, 67,500,000 shares of New Citius Oncology Common Stock (as defined in the Merger Agreement) will be issued or issuable to holders of outstanding Citius Oncology capital stock; | |
| (iii) | upon the effective time of the Merger (the Effective Time ), each option of Citius Oncology (a Citius Oncology Option ) that is then outstanding shall be converted into the right to receive an option relating to New Citius Oncology Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time; provided that the exercise price per share for each such Citius Oncology Option shall be equal to the exercise price per share of such Citius Oncology Option in effect immediately prior to the Effective Time, divided by the quotient of 67,500,000 divided by the aggregate number of shares of Citius Oncology Common Stock outstanding immediately prior to the Effective Time; and | |
| (iv) | upon the Effective Time, Citius Oncology will immediately be renamed to a name chosen by Citius Pharma in its sole discretion prior to the Effective Time. |
On November 13, 2023, the Company filed a proxy registration statement on Form S-4 (the Proxy/Registration Statement ) for the purpose of soliciting shareholder approval of the Citius Business Combination at an Extraordinary General Meeting. If approved, the Company would then consummate the Citius Business Combination as soon as reasonably practicable thereafter. The Company would like to extend the deadline after the second extension of the Combination Period for three (3) months from January 18, 2024 to April 18, 2024 and to further extend on a monthly basis for up to seven (7) times for an additional one (1) month each time from April 18, 2024 to November 18, 2024 without requiring the Sponsor or its affiliates or designees depositing additional funds into the Trust Account to avoid the risk that such persons are unable or unwilling to make such deposits to extend the time available to complete a business combination, as well as to provide shareholders with the opportunity to redeem their ordinary shares as described herein, which they would not be able to do if the Company extended its corporate existence by depositing such additional funds.
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Accordingly, the board of directors of the Company (the Board ) has determined that it is in the best interests of TenX shareholders to approve the Extension Amendment Proposal so as to extend the date by which the Company must consummate an initial business combination in accordance to the provisions of the Third AR Memorandum and Articles .
The holders of ordinary shares issued in the Companys IPO (the public shares ) may elect to redeem their public shares for their pro rata portion of the funds held in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes) (less up to US$50,000 of interest to pay dissolution expenses), less any taxes we anticipate will be owed, but have not yet been paid (calculated as of two business days prior to the Extraordinary General Meeting), if the Extension is implemented (the Redemption ). Holders of public shares do not need to vote on the Extension Amendment Proposal, or be a holder of record on the record date to exercise their redemption rights. The per-share pro rata portion of the Trust Account on the record date after taking into account taxes owed but not paid by such date (which is expected to be the same approximate amount two business days prior to the Extraordinary General Meeting) was approximately $10.90. The closing price of the Companys ordinary shares on the record date was $11.21. The Company cannot assure shareholders that they will be able to sell their ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.
Even if the Extension Amendment Proposal is approved, the Company may, in its sole discretion, elect not to implement the Extension Amendment Proposal and extend the Companys life by depositing additional funds into the Trust Account as set forth herein.
If the Extension Amendment Proposal is not approved and the Sponsor or its affiliates or designees do not elect to extend our corporate existence as described above, we may not be able to consummate the Citius Business Combination or another initial business combination by January 18, 2024, and, in accordance with AR Memorandum and Articles, in such event we 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 outstanding 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 on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$50,000 of interest to pay dissolution expenses), divided by the number of the public shares of the Company then in issue, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of the ordinary shares and the Board, dissolve and liquidate, as described in more detail in this proxy statement.
Prior to the IPO, in March 2021, the Sponsor purchased 1,437,500 Ordinary Shares for an aggregate purchase price of $25,000, or approximately $ 0.017 per share. On December 20, 2021, the Sponsor acquired an additional 287,500 Ordinary Shares for no additional consideration, resulting in the Sponsor holding an aggregate of 1,725,000 Founder Shares, or approximately $0.014 per share. After TenXs initial public offering, the Sponsor purchased 394,000 Units at a price of $10.00 per TenX unit. In the concurrent Private Placement, the Sponsor purchased 394,000 Private Placement units at a price of $10.00 per unit. The issuance was considered as a bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The issuance included an aggregate of up to 225,000 Ordinary Shares subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full or in part. With the consummation of the IPO (including partial exercise by the underwriter of its over-allotment option), 75,000 of the 1,725,000 shares were forfeited, resulting in our Sponsor holding an aggregate of 1,650,000 Founder Shares.
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Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we have sought and will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third partys engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten (10) years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.20 per public share initially held in the Trust Account, due to claims of such creditors.
The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsors only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our business combination and redemptions could be reduced to less than $10.20 per public share. In such an event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
If the Extension Amendment Proposal is approved and the Combination Period is extended pursuant to the Third AR Memorandum and Articles , the Company will (i) remove from the Trust Account an amount (the Withdrawal Amount ) equal to the pro rata portion of funds available in the Trust Account relating to any redeemed public shares, if any, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$50,000 of interest to pay dissolution expenses) and (ii) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before April 18, 2024 Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Articles Extended Date if the Extension Amendment Proposal is approved and the Extension is implemented.
The purpose of the Auditor Ratification Proposal is to ratify the appointment of Marcum LLP as the Companys independent registered public accounting firm for the Companys fiscal year ending December 31, 2023.
Approval of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present in person/virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.
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The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares of the Company represented virtually or by proxy to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of TenXs public shares have elected to redeem an amount of shares in connection with the Extension Amendment such that TenX would not adhere to the continued listing requirements of Nasdaq; or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting .
The Adjournment Proposal will only be put forth for a vote if there are insufficient votes to approve the Extension Amendment Proposal or the Auditor Ratification Proposal at the Extraordinary General Meeting or if due to redemptions in connection with the Extension Amendment, the Company would not adhere to the continued listing requirements of Nasdaq, or if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.
To exercise your redemption rights, you must tender your public shares to the Companys transfer agent at least two business days prior to the Extraordinary General Meeting. You may tender your public shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Companys ( DTC ) Deposit/Withdrawal At Custodian ( DWAC ) system. If you hold your public shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the public shares from your account in order to exercise your redemption rights.
The Board has fixed the close of business on December 28, 2023, as the date for determining the Companys shareholders entitled to receive notice of and to vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten (10) days before the Extraordinary General Meeting at the Companys principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.
The accompanying proxy statement is dated January 8, 2024 and is first being mailed to shareholders on or about that date.
| By Order of the Board of Directors, | ||
| /s/ Xiaofeng Yuan | ||
|
Xiaofeng
Yuan
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TABLE OF CONTENTS
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We believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as may, expect, anticipate, contemplate, believe, estimate, intends, and continue or similar words. You should read statements that contain these words carefully because they:
| ● | discuss future expectations; | |
| ● | contain projections of future results of operations or financial condition; or | |
| ● | state other forward-looking information. |
We believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provides examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the Trust Account, unanticipated delays in the distribution of the funds from the Trust Account and the Companys ability to finance and consummate a business combination following the distribution of funds from the Trust Account. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.
All forward-looking statements included herein attributable to the Company or any person acting on the Companys behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.
We are a Cayman Islands company incorporated on March 1, 2021, as an exempted company with limited liability. We were incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a target business.
In March 2021, we issued an aggregate of 1,437,500 Founder Shares to our Sponsor for an aggregate purchase price of $25,000, or approximately $0.017 per share. On December 20, 2021, the Board of Directors of the Company and our Sponsor, as sole shareholder of the Company, approved, through a special resolution, the following share capital changes:
| (a) | Each of the authorized but unissued 150,000,000 Class A ordinary shares were cancelled and re-designated as ordinary shares of $0.0001 par value each; | |
| (b) | Each of the 1,437,500 Class B ordinary shares were exchanged in consideration for the issuance of 1,437,500 ordinary shares of $0.0001 par value each; and | |
| (c) | Upon completion of the above steps, the authorized but unissued 10,000,000 Class B ordinary shares were cancelled. |
On December 20, 2021, the Company issued an additional 287,500 ordinary shares to our Sponsor for no additional consideration, resulting in our Sponsor holding an aggregate of 1,725,000 ordinary shares (the Founder Shares). The issuance was considered as a bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The Founder Shares include an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full or in part. With the consummation of the IPO (including partial exercise by the underwriter of its over-allotment option), 75,000 Founder Shares were forfeited, resulting in our Sponsor holding an aggregate of 1,650,000 Founder Shares.
On October 18, 2022 , the Company consummated its IPO of 6,600,000 units (the Units), including 600,000 additional Units issued pursuant to the partial exercise by the underwriter of its over-allotment option. Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company and one right to receive two-tenths (2/10) of one ordinary share upon the consummation of the Companys initial business combination (the rights). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $66,000,000.
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Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the Private Placement) of 394,000 Units (the Placement Units), each Placement Unit consisting of one ordinary share and one right, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $3,940,000. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A total of $67,320,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based Trust Account established for the benefit of the Companys public shareholders and maintained by Equiniti Trust Company, LLC, acting as trustee.
Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.
Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.
On December 6, 2022, we announced that holders of the Companys Units sold in the IPO may elect to separately trade the ordinary shares and rights included in the Units, commencing on or about December 8, 2022. The ordinary shares and rights are trading on the Nasdaq under the symbols TENK, and TENKR, respectively. Units not separated will continue to trade on Nasdaq under the symbol TENKU. Holders of Units will need to have their brokers contact the Companys transfer agent, Equiniti Trust Company, LLC , in order to separate the holders Units into ordinary shares and rights.
On October 23, 2023, TenX entered into the Merger Agreement, which provides that, among other things and upon the terms and subject to the conditions thereof, the following events upon which the Citius Business Combination will occur:
(i) the Merger;
(ii) as a result of the Merger, among other things, in the aggregate, 67,500,000 shares of New Citius Oncology Common Stock will be issued or issuable to holders of outstanding Citius Oncology capital stock;
(iii) upon the Effective Time, each Citius Oncology Option that is then outstanding shall be converted into the right to receive an option relating to New Citius Oncology Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time; provided that the exercise price per share for each such Citius Oncology Option shall be equal to the exercise price per share of such Citius Oncology Option in effect immediately prior to the Effective Time, divided by the quotient of 67,500,000 divided by the aggregate number of shares of Citius Oncology Common Stock outstanding as of immediately prior to the Effective Time; and
(iv) upon the Effective Time, Citius Oncology will immediately be renamed to a name chosen by Citius Pharma in its sole discretion prior to the Effective Time.
On November 13, 2023, the Company filed the Proxy/Registration Statement for the purpose of soliciting shareholder approval of the Citius Business Combination at an Extraordinary General Meeting. If approved, the Company would then consummate the Citius Business Combination as soon as reasonably practicable thereafter.
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You should consider carefully all of the risks described in our (i) Registration Statement on Form S-1 (File No. 333-256271) filed by TenX in connection with its IPO, which became effective on October 13, 2022, and (ii) other reports TenX files with the SEC, before making a voting decision or redemption decision with respect to our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation .
There are no assurances that the Extension Amendment will enable us to complete a business combination.
Approving the Extension Amendment involves a number of risks. Even if the Extension Amendment is approved, the Company can provide no assurances that a business combination will be consummated prior to the Articles Extended Date or Additional Articles Extended Dates. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. On October 23, 2023, the Company entered into the Merger Agreement to acquire Citius Oncology and on November 13, 2023, the Company filed the Proxy/Registration Statement for the purpose of soliciting shareholder approval of the Citius Business Combination. If approved, the Company would then consummate the Citius Business Combination as soon as reasonably practicable thereafter. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve the Citius Business Combination or any initial business combination. Even if the Extension Amendment, the Citius Business Combination or any business combination is approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension Amendment and a Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
In the event the Extension Amendment Proposal is approved and effected, the ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may adversely affect the liquidity of our securities.
A public shareholder may request that the Company redeem all or a portion of such public shareholders Ordinary Shares for cash. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our Ordinary Shares issued as part of the units sold in our IPO, may adversely affect the liquidity of our Ordinary Shares. As a result, you may be unable to sell your Ordinary Shares even if the market price per share is higher than the per-share redemption price paid to public shareholders who elect to redeem their shares.
In the event the Extension Amendment Proposal is approved and we amend our Articles, Nasdaq may delist our securities from trading on its exchange following shareholder redemptions in connection with the Extension Amendment, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.
Our Ordinary Shares, units and rights are listed on the Nasdaq Global Market. We are subject to compliance with Nasdaqs continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing requirements for our Ordinary Shares include, among other things, the requirement to maintain at least 300 public shareholders, at least 600,000 publicly held shares and the Market Value of Listed Securities (as defined in Nasdaq Rule 5005) of at least $50 million. Pursuant to the terms of the Articles, in the event the Extension Amendment Proposal is approved and the Articles are amended, holders of the public shares may elect to redeem their shares and, as a result, we may not be in compliance with Nasdaqs continued listing requirements.
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We expect that if our Ordinary Shares fail to meet Nasdaqs continued listing requirements, our units and rights will also fail to meet Nasdaqs continued listing requirements for those securities. We cannot assure you that any of our Ordinary Shares, units or rights will be able to meet any of Nasdaqs continued listing requirements following any shareholder redemptions of our public shares in connection with the amendment of our Articles pursuant to the Extension Amendment Proposal. If our securities do not meet Nasdaqs continued listing requirements, Nasdaq may delist our securities from trading on its exchange.
If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for our securities; | |
| ● | reduced liquidity for our securities; | |
| ● | a determination that our Ordinary Shares are penny stock which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; | |
| ● | a limited amount of news and analyst coverage; | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future; and | |
| ● | a decreased ability to enter into a Business Combination or the termination of a business combination agreement if maintaining the listing of our securities on Nasdaq is one of closing conditions and not waived by the Business Combination target company. |
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. Our Ordinary Shares, units and rights qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by SPACs, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute, and we would be subject to regulation in each state in which we offer our securities.
Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business combination.
We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain Securities and Exchange Commission ( SEC ) and potentially other legal and regulatory requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination. The SEC has recently adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial business combination, including the SPAC Rule Proposals described below.
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The SEC has recently issued proposed rules relating to certain activities of special purpose acquisition companies ( SPACs ). Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.
On March 30, 2022, the SEC issued proposed rules (the SPAC Rule Proposals ) relating, among other things, to disclosures in SEC filings in connection with business combination transactions between SPACS such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (the Investment Company Act ), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPACs duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SECs views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial business combination, and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our rights would expire worthless, and our shareholders would lose the investment opportunity associated with an investment in the target company, including potential price appreciation of our securities.
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate the Company.
As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of investment company under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 24 months after the effective date of its registration statement for its initial public offering (the IPO Registration Statement ). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement. As indicated above, we completed our IPO on October 18, 2022, and have operated as a blank check company searching for a target business with which to consummate an initial business combination since such time (or approximately 14 months after the effective date of our IPO, as of the date of this proxy statement).
There is currently uncertainty concerning the applicability of the Investment Company Act to SPACs. There is no assurance that will complete an initial business combination within 24 months of the effective date of our IPO Registration Statement.
It is possible that a claim could be made that we have been operating as an unregistered investment company. In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk is that we may be considered an unregistered investment company, in which case we may be required to liquidate. For so long as the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the risk that we may be considered an unregistered investment company and required to liquidate is greater than that of a special purpose acquisition company that has elected to liquidate such investments and to hold all funds in its Trust Account in cash (i.e., in one or more bank accounts). Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, and instead hold all funds in the Trust Account as cash items, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.
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If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate the Company. Were we to liquidate, our rights would expire worthless, and our shareholders would lose the investment opportunity associated with an investment in the target company, including potential price appreciation of our securities.
The Committee on Foreign Investment in the U.S. (CFIUS) or other regulatory agencies may modify, delay or prevent the Business Combination.
CFIUS or other regulatory agencies may modify, delay or prevent the Business Combination. CFIUS has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings in some circumstances, to charge filing fees when applicable and to self-initiate national security reviews of certain direct or indirect foreign investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines an investment to pose a threat to national security, CFIUS has the power to place restrictions on the investment or to recommend that the President of the United States order the transaction blocked or unwound. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of foreign beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in control of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS also has jurisdiction to review investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to critical technologies, critical infrastructure and/or sensitive personal data.
Although our Sponsor has its principal place of business in the U.S. it is controlled by, and has substantial ties with, a non-U.S. person based on its ownership. The Sponsor is controlled by its general partner, 10XYZ Management LLC, a Delaware limited liability company. 10XYZ Management LLCs managing members are Xiaofeng Yuan, a non-U.S. person, and Dahe Taylor Zhang, a U.S. lawful permanent resident, i.e., green card holder, and U.S. resident. Furthermore, TenX currently is incorporated in the Cayman Islands, but prior to the acquisition of SpinCo, TenX will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware. While we cannot definitively predict whether TenX or the Sponsor may be deemed to be a foreign person at the time of the Business Combination, TenX does not believe that any of the facts or relationships with respect to the Business Combination would subject the Business Combination to regulatory review by any U.S. government entity or authority, including CFIUS, nor that the Business Combination ultimately would be prohibited should any such review take place.
In the event that CFIUS does assert jurisdiction over the Business Combination, CFIUS may decide to modify or delay the Business Combination, impose conditions with respect to the Business Combination, request the President of the United States to prohibit the Business Combination or order TenX to divest all or a portion of the U.S. target business of the Business Combination that TenX acquired without first obtaining CFIUS approval or prohibit the Business Combination entirely.
Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy, and TenX has only a limited time to complete its initial business combination. If TenX is unable to consummate the Business Combination or any other business combination within the applicable time period required under its AR Memorandum and Articles, TenX would be required to wind up, redeem and liquidate. In such event, TenX shareholders would miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment through a business combination with TenX. Additionally, our rights will expire worthless, and our shareholders would lose the investment opportunity associated with an investment in the target company, including potential price appreciation of our securities.
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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should carefully read the entire document, including the annexes to this proxy statement.
| Q: | What are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting? |
| A: | You are being asked to vote on each of the following proposals: |
| 1. | The Extension Amendment Proposal : a proposal, by special resolution, to amend the AR Memorandum and Articles to extend the termination date by which the Company has to consummate a business combination from January 18, 2024 to April 18, 2024 or November 18, 2024 (subject to valid extension having been made each time in the latter case) ; | |
| 2. | The Auditor Ratification Proposal: a proposal to ratify, by way of ordinary resolution, the appointment of Marcum LLP as the Companys independent registered public accounting firm for the Companys fiscal year ending December 31, 2023; and | |
| 3. | The Adjournment Proposal : a proposal, by ordinary resolution, to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares represented (either in person/virtually or by proxy) to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of TenXs public shares have elected to redeem an amount of shares in connection with the Extension Amendment such that TenX would not adhere to the continued listing requirements of the Nasdaq, or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals. |
If the Extension Amendment Proposal is implemented, the Company will remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares, if any, the pro rata portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for the Companys use in connection with consummating a business combination on or before the Articles Extended Date.
We will not proceed with the Extension Amendment Proposal if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.
Even if the Extension Amendment Proposal is approved, the Company may, in its sole discretion, elect not to extend the Companys corporate existence by depositing additional funds into the Trust Account as set forth herein.
| 18 |
If the Extension Amendment Proposal is approved and the Combination Period is extended pursuant to the Third A R Memorandum and Articles , the removal of the Withdrawal Amount, if any, from the Trust Account will reduce the Companys net asset value. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and we must remove the Withdrawal Amount. The amount remaining in the Trust Account may be only a small fraction of the approximately $72 million that was in the Trust Account as of the record date. In such event, the Company may need to obtain additional funds to complete a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
If the Extension Amendment Proposal is not approved and our Sponsor, officers and directors do not elect to extend our corporate existence as described above, we may not be able to consummate the Citius Business Combination or another initial business combination by the Current Termination Date. In such event we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) 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 interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$50,000 of interest to pay dissolution expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and the Board, dissolve and liquidate.
| Q: | Why is the Company proposing the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal? |
| A: | The sole purpose of the Extension Amendment Proposal is to provide the Company with sufficient time to complete a business combination. The Company was incorporated on March 1, 2021, as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, with one or more target businesses. In October 2021, the Company consummated its IPO from which it derived gross proceeds of $66,000,000 (which included the partial exercise of the underwriters over-allotment option). Like most blank check companies, our AR Memorandum and Articles provide for the return of the IPO proceeds held in the Trust Account to the holders of public shares if there is no qualifying business combination(s) consummated on or before a certain date (in our case, the Current Termination Date). Pursuant to the Trust Agreement, the Company may, but is not obligated to, extend the period of time to consummate a business combination three (3) times, each by an additional three (3) months, provided that the Sponsor or its affiliates or designees, upon ten (10) days advance notice prior to the applicable deadline, must deposit into the Trust Account $660,000 ($0.10 per share), on or prior to the date of the applicable deadline. The Sponsor would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lenders discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. |
On October 23, 2023, the Company announced that it had entered into the Merger Agreement for the Citius Business Combination. Most recently, on November 13, 2023, we filed the Proxy/Registration Statement for the Citius Business Combination for purpose of soliciting shareholder approval of the Citius Business Combination at an extraordinary general meeting. If approved, the Company would then consummate the Citius Business Combination as soon as reasonably practicably thereafter. The Company would like to extend the deadline after the second extension of the Combination Period by three (3) months from January 8, 2024 to April 18, 2024 and further extend on a monthly basis for up to seven (7) times each by an additional one month from April 18, 2024 to November 18, 2024 without requiring its Sponsor, its affiliates or designees depositing additional funds into the Trust Account to avoid the risk that such persons are unable or unwilling to make such deposits to extend the time available to complete a business combination, as well as to provide shareholders with the opportunity to redeem their ordinary shares as described herein, which they would not be able to do if the Company extended its corporate existence by depositing additional funds into the Trust Account.
| 19 |
The Board believes that it is in the best interests of the shareholders to continue the Companys existence until April 18, 2024 or November 18, 2024 (subject to valid extension having been made each time in the latter case) without requiring an additional deposit from the Sponsor. Accordingly, the Board is proposing the Extension Amendment Proposal to extend the Companys corporate existence until April 18, 2024 or November 18, 2024 (subject to valid extension having been made each time in the latter case).
YOU ARE NOT BEING ASKED TO VOTE ON THE CITIUS BUSINESS COMBINATION AT THIS TIME. IF THE EXTENSION IS IMPLEMENTED AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON THE CITIUS BUSINESS COMBINATION WHEN IT IS SUBMITTED TO SHAREHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT A PROPOSED BUSINESS COMBINATION IS APPROVED AND COMPLETED OR THE COMPANY HAS NOT CONSUMMATED A BUSINESS COMBINATION BY THE ARTICLES EXTENDED DATE OR ADDITIONAL ARTICLES EXTENDED DATES.
While we intend to consummate a business combination, there can be no assurance that the proposed transaction will be consummated. The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of TenXs public shares have elected to redeem an amount of shares in connection with the Extension Amendment such that TenX would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC, or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals. Accordingly, the Board is proposing the Extension Amendment Proposal, and, if necessary, the Adjournment Proposal to extend the Companys corporate existence until April 18, 2024 or November 18, 2024 (subject to valid extension having been made each time in the latter case) .
| Q: | Why should I vote for the Extension Amendment Proposal? |
| A: | The Board believes that shareholders will benefit from the Company consummating an initial business combination and is proposing the Extension Amendment Proposal to extend the Combination Period until April 18, 2024 or November 18, 2024 (subject to valid extension having been made each time in the latter case)and to allow for the Redemptions. The Extension would give the Company additional time to complete a business combination by three (3) months to April 18, 2024 and thereafter, up to seven (7) months, further extended on a monthly basis by an additional one month each time without requiring the Sponsor or its affiliates or designees depositing additional funds into the Trust Account, avoiding the risk that such persons are unable or unwilling to make such deposits to extend the time available to complete a business combination. |
Given the Companys expenditure of time, effort, and money on searching for potential business combination opportunities, circumstances warrant providing public shareholders an opportunity to consider a proposed business combination, inasmuch as the Company is also affording shareholders who wish to redeem their public shares as originally contemplated, the opportunity to do so as well. Accordingly, we believe that the Extension is consistent with the spirit in which the Company offered its securities to the public.
| Q: | Why should I vote FOR the Adjournment Proposal? |
| A: | The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares of the Company represented (either in person/virtually or by proxy) to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of TenXs public shares have elected to redeem an amount of shares in connection with the Extension Amendment such that TenX would not adhere to the continued listing requirements of the Nasdaq, or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals. |
| 20 |
Our Board recommends that you vote in favor of the Adjournment Proposal.
| Q: | How do the Companys executive officers, directors and affiliates intend to vote their shares? |
| A: | All of the Companys directors, executive officers and their respective affiliates, as well as the Sponsor, are expected to vote any ordinary shares over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment Proposal. |
The Sponsor and each Companys directors and executive officers are not entitled to redeem their shares in connection with the Extension Amendment Proposal. On the record date, the Sponsor and TenXs directors, collectively, own 22.9% of the issued and outstanding Ordinary Shares.
Neither the Sponsor, directors or executive officers nor any of their respective affiliates beneficially owned any public shares as of the record date. However, they may choose to buy public shares in the open market and/or through negotiated private purchases after the date of this proxy statement. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Proposal and/or elected to redeem their shares. Any public shares so purchased will be voted in favor of the Extension Amendment Proposal and will not be redeemed.
| Q: | What vote is required to adopt each of the Extension Amendment Proposal, Auditor Ratification Proposal, and Adjournment Proposal? |
| A: | Approval of the Extension Amendment will require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at the Extraordinary General Meeting. |
Approval of each of the Auditor Ratification Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares, who are present in person/virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.
| Q: | What if I do not want to vote FOR the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal? |
| A: | If you do not want the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal to be approved, you may ABSTAIN, not vote, or vote AGAINST such proposal. |
If you attend the Extraordinary Meeting virtually, or by proxy, you may vote AGAINST the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, and your ordinary shares will be counted for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal (as the case may be) are approved.
However, if you fail to attend the Extraordinary General Meeting in person/virtually, or by proxy, or if you do attend the Extraordinary General Meeting virtually, or by proxy but you ABSTAIN or otherwise fail to vote at the Extraordinary General Meeting, your ordinary shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal (as the case may be) are approved, and your ordinary shares which are not voted at the Extraordinary General Meeting will have no effect on the outcome of such votes. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. In the absence of timely instructions, your broker will have discretion to vote your shares on our sole routine matter: the Auditor Ratification Proposal.
If the Extension Amendment Proposal, and the Auditor Ratification Proposal are approved and, following redemptions in connection with the Extension Amendment, the Company adheres to the continued listing requirements of Nasdaq, the Adjournment Proposal will not be presented for a vote.
| 21 |
If the Extension Amendment Proposal is approved and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders, if any.
| Q: | How are the funds in the Trust Account currently being held? |
| A: | To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, we instructed Equiniti Trust Company, LLC to hold the proceeds from the IPO in the Trust Account only in specified U.S. government treasury bills or in specified money market funds until the earlier of the consummation of the Companys Business Combination or the liquidation of the Company. |
| Q: | Will you seek any further extensions to liquidate the Trust Account? |
| A: | Other than the Extension until April 18, 2024 or November 18, 2024 (subject to valid extension having been made each time in the latter case)as described in this proxy statement, as of the date of this proxy statement, the Company does not anticipate seeking any further extension to consummate a business combination, although it may determine to do so in the future. |
| Q: | What happens if the Extension Amendment Proposal are not approved? |
| A: | If the Extension Amendment Proposal is not approved and the Sponsor or its affiliates or designees do not elect to extend our corporate existence as described above, we may not be able to consummate the Citius Business Combination or another initial business combination by the Current Termination Date. In such event we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) 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 interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$50,000 of interest to pay dissolution expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and the Board, dissolve and liquidate. |
The Sponsor waived its rights to participate in any liquidation distribution with respect to such shares.
| Q: | If the Extension Amendment Proposal is approved, what happens next? |
| A: | If the Extension Amendment Proposal is approved and the Combination Period is extended pursuant to the Third AR Memorandum and Articles , the Company will continue to attempt to consummate an initial business combination until April 18, 2024 or November 18, 2024 (subject to valid extension having been made each time in the latter case), or the earlier date on which the Board otherwise determines in its sole discretion that it will not be able to consummate an initial business combination by April 18, 2024 or November 18, 2024 (subject to valid extension having been made each time in the latter case) and does not wish to seek an additional extension. |
The Company will remain a reporting company under the Securities Exchange Act of 1934 and its Units, Ordinary Shares, and rights will remain publicly traded until the Articles Extended Date or Additional Articles Extended Dates.
If the Extension Amendment Proposal is approved and the Combination Period is extended pursuant to the Third AR Memorandum and Articles , the removal of the Withdrawal Amount from the Trust Account, if any, will reduce the amount remaining in the Trust Account and increase the percentage interest of Company shares held by the Companys officers, directors and their affiliates.
| 22 |
| Q: | Would I still be able to exercise my redemption rights in the future if I vote against any subsequently proposed business combination? |
| A: | Unless you elect to redeem your shares in connection with this shareholder vote to approve the Extension Amendment Proposal, you will be able to vote on any subsequently proposed business combination when it is submitted to shareholders. If you disagree with the business combination, you will retain your right to vote against it and/or redeem your public shares upon consummation of the business combination in connection with the shareholder vote to approve such business combination, subject to any limitations set forth in the AR Memorandum and Articles. |
| Q: | Why is the Company proposing the Auditor Ratification Proposal? |
| A: | The Auditor Ratification Proposal is asking you to ratify the election by our audit committee of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. The audit committee is directly responsible for appointing the Companys independent registered public accounting firm. The audit committee is not bound by the outcome of this vote. However, if you do not ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, our audit committee may reconsider the appointment of Marcum LLP as our independent registered public accounting firm. |
Marcum LLP served as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2022 and the period from March 1, 2021 (inception) through December 31, 2021. Representatives of Marcum LLP are not expected to be present at the Extraordinary General Meeting to answer questions.
| Q: | Why is the Company proposing the Adjournment Proposal? |
| A: | If (i) the Extension Amendment Proposal and the Auditor Ratification Proposal are not approved by the TenXs shareholders or (ii) due to redemptions in connection with the Extension Amendment, the Company would not adhere to the continued listing requirements of Nasdaq, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension Amendment Proposal and the Auditor Ratification Proposal or to allow public shareholders time to reverse their redemption requests in connection with the Extension Amendment. If the Adjournment Proposal is not approved by the Companys shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that (i) there are insufficient votes to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if due to redemptions in connection with the Extension Amendment, the Company would not adhere to the continued listing requirements of Nasdaq, or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the proposals. |
| Q: | How do I change my vote? |
| A: | You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary General Meeting and casting your vote in person or through the virtual meeting platform or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to our proxy solicitor, |
D.F. King Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Call Toll Free: (800) 714-3310
Banks and Brokers Call Collect: (212) 269-5550
Email: TENK@dfking.com
| 23 |
| Q: | How are votes counted? |
| A: | Votes will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count FOR and AGAINST votes, abstentions, and broker non-votes. Approval of the Extension Amendment will require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon at the Extraordinary General Meeting. |
Approval of each of the Auditor Ratification Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.
Under Cayman Island law, abstentions and broker non-votes will not count as votes cast at the Extraordinary General Meeting, and accordingly will have no effect on the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. If your shares are held by your broker as your nominee (that is, in street name), your broker cannot vote your ordinary with respect to non-discretionary matters unless you provide instructions on how to vote your shares in accordance with the procedures communicated to you by your broker. If you do not provide instructions with your proxy, your broker may submit a proxy card expressly indicating that it is NOT voting your ordinary shares; this indication that a broker is not voting your ordinary shares is referred to as a broker non-vote. Under Cayman Islands law, broker non-votes will have no effect on the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Because your broker or other nominee can vote your ordinary shares only if you provide voting instructions, it is important that you instruct your broker how to vote.
In the absence of timely instructions, your broker will have discretion to vote your shares on our sole routine matter: the Auditor Ratification Proposal.
| Q: | What is a quorum requirement? |
| A: | A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the shares of the Company issued and outstanding as of the record date and entitled to vote at the Extraordinary General Meeting are present in person (or virtually) or represented by proxy. |
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person (or virtually) at the Extraordinary General Meeting. If there is no quorum, a majority of the votes represented in person (or virtually) or by proxy at the Extraordinary General Meeting may adjourn the Extraordinary General Meeting to another date.
| Q: | Who can vote at the Extraordinary General Meeting? |
| A: | TenX has fixed December 28, 2023, as the record date for the Extraordinary General Meeting. If you were a TenX shareholder at the close of business on the record date, you are entitled to vote on matters that come before the Extraordinary General Meeting. However, a shareholder may only vote his or her shares if he or she is present in person (or virtually) or is represented by proxy at the Extraordinary General Meeting. |
| Q: | Does the board recommend voting for the approval of the Extension Amendment Proposal? |
| A: | Yes. After careful consideration of the terms and conditions of the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal, the Board has determined that each of these proposals is in the best interests of the Company and its shareholders. The Board recommends that the Companys shareholders vote FOR the Extension Amendment Proposal, FOR the Auditor Ratification Proposal, and FOR the Adjournment Proposal. |
| 24 |
| Q: | What interests do the Companys directors and officers have in the approval of the Extension Amendment Proposal? |
| A: | The Companys directors, officers and their affiliates have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, but are not limited to, beneficial ownership of Founder Shares that will become worthless if the Companys corporate existence is not extended, loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See Extraordinary General Meeting - Interests of the Companys Directors and Officers |
| Q: | What if I object to the Extension Amendment Proposal? Do I have statutory appraisal rights or dissenters rights? |
| A: | There are no appraisal rights available to the Companys shareholders in connection with the Extension Amendment Proposal. There are no dissenters rights available to the Companys shareholders in connection with the Extension Amendment Proposal under Cayman Islands law or under the AR Memorandum and Articles. However, you may elect to have your shares redeemed in connection with the adoption of the Extension Amendment Proposal as described under How do I exercise my redemption rights below. |
| Q: | What do I need to do now? |
| A: | The Company urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
| Q: | How do I exercise my redemption rights? |
| A: | If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., eastern time on January 12, 2024 (two business days before the Extraordinary General Meeting ), that TenX redeem your shares for cash, and (ii) submit your request in writing to TenXs transfer agent, at the address listed at the end of this section and deliver your shares to TenXs transfer agent (physically, or electronically through the DTC) at least two business days prior to the vote at the Extraordinary General Meeting. |
Any corrected or changed written demand of redemption rights must be received by Equiniti Trust Company, LLC two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holders shares have been delivered (either physically or electronically) to Equiniti Trust Company, LLC at least two business days prior to the vote at the Extraordinary General Meeting.
Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Extension Amendment Proposal and whether or not they are holders of ordinary shares as of the record date. Any public shareholder who holds Company ordinary shares on or before January 12, 2024 (two business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of a business combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Equiniti Trust Company, LLC (EQ)
48 Wall Street, Floor 23
New York, NY 10005
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| Q: | What are the U.S. federal income tax consequences of exercising my redemption rights? |
| A: | The U.S. federal income tax consequences of exercising your redemption rights will depend on your particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances. For additional discussion of certain U.S. federal income tax considerations with respect to the exercise of these redemption rights, see Certain U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights . |
| Q: | What should I do if I receive more than one set of voting materials? |
| A: | TenX shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ordinary Shares. |
| Q: | Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting? |
| A: | TenX will pay the cost of soliciting proxies for the Extraordinary General Meeting. TenX has engaged D.F. King Co., Inc. to assist in the solicitation of proxies for the Extraordinary General Meeting. TenX has agreed to pay a fee of $36,500, plus fees and expenses (to be paid with non-trust account funds). TenX will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. TenXs directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. |
| Q: | Who can help answer my questions? |
| A: | If you have questions about the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal or if you need additional copies of the proxy statement or the enclosed proxy card you should contact TenXs proxy solicitor at: |
D.F. King Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Call Toll Free: (800) 714-3310
Banks and Brokers Call Collect: (212) 269-5550
Email: TENK@dfking.com
You also may obtain additional information about TenX from documents filed with the SEC by following the instructions in the section entitled Where You Can Find More Information . If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Equiniti Trust Company, LLC (EQ) at the address below prior to the Extraordinary General Meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above under the question How do I exercise my redemption rights? prior to 5:00 p.m., Eastern Time, on January 12, 2024 (two (2) business days before the Extraordinary General Meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Equiniti
Trust Company, LLC (EQ)
THE
EXTRAORDINARY GENERAL MEETING
This
proxy is solicited by the Board in connection with the Extraordinary General Meeting for the purposes set forth in the accompanying Notice.
Date,
Time and Place.
The Extraordinary General Meeting of the Companys shareholders will be held at the offices of the Company,
located at 420 Lexington Avenue, Suite 2446, New York, NY 10170, at 9:30 a.m. Eastern Time, on January 17, 2024. The Extraordinary General
Meeting will also be held virtually via live webcast. As such, you may attend the Extraordinary General Meeting by visiting the Extraordinary
General Meeting website at https://web.lumiagm.com/279617443 (password tenx2024) where you will be able to listen to the meeting
live and vote during the meeting.
This Extraordinary General Meeting is being held in lieu of the
2023 annual general meeting, and shareholders will have the opportunity to present questions to the management of the Company at the
Extraordinary General Meeting, which is being held, in part, to satisfy the annual meeting requirement of the Nasdaq Stock Market LLC.
The
Extraordinary General Meeting will be held for the purposes of considering and voting upon the following proposals:
The
purpose of the Extension Amendment Proposal is to allow the Company additional time to complete an initial business combination after
the second extension of the Combination Period pursuant to the AR Memorandum and Articles without the payment of additional amounts
into the Trust Account. Each Extension requires fees to be put into the Trust Account in accordance with the terms of the AR Memorandum
and Articles and the Trust Agreement.
If
the Extension Amendment is not approved and the Sponsor, its affiliates or its designees do not elect to extend the Companys corporate
existence as described above, we may not be able to consummate the Citius Business Combination or another initial business combination
by the Current Termination Date, and, in accordance with AR Memorandum and Articles, in such event we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) 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 interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes,
if any (less up to US$50,000 of interest to pay dissolution expenses), divided by the number of the Public Shares then in issue, which
redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
holders of ordinary shares and the Board, dissolve and liquidate, as described in more detail in this proxy statement.
If
the Extension Amendment Proposal is approved, the Third AR Memorandum and Articles, substantially in the form of
Annex A
hereto will be approved for adoption in in their entirety and in substitution of the AR Memorandum and Articles, so as to extend
the Combination Period without the deposit of additional funds into the Trust Account. The Company will then continue to attempt to consummate
a business combination until January 18, 2024 to April 18, 2024 or November 18, 2024 (subject to valid extension having been made each
time in the latter case), or until the Board determines in its sole discretion that it will not be able to consummate an initial business
combination by January 18, 2024 to April 18, 2024 or November 18, 2024 (subject to valid extension having been made each time in the
latter case) and does not wish to seek an additional extension. The Company will remain a reporting company under the Securities Exchange
Act of 1934 and its units, ordinary shares, and rights will remain publicly traded during the extension period.
Our
Board has determined that it is in the best interests of the Company and its shareholders to allow the Company to extend the current
deadline of Combination Period by an additional three (3) months
to
January 18, 2024 and thereafter up to seven (7) months, as further extended for on a monthly basis for by an additional one month each
time
, at the Companys sole discretion, and provide that the date for cessation of operations
of the Company if the Company has not completed a business combination by the Articles Extended Date or Additional Articles Extended
Dates.
Voting
Power; Record Date.
You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned
ordinary shares of the Company at the close of business on December 28, 2023, the record date for the Extraordinary General Meeting.
At the close of business on the record date, there were 8,941,000 outstanding ordinary shares of the Company, each of which entitles
its holder to cast one vote on each of the Extension Amendment Proposal, the Auditor Ratification, and the Adjournment Proposal.
Attendance
.
Only holders of Ordinary Shares, their proxy holders and invited guests of the Company may attend
the Extraordinary General Meeting. If you wish to attend the Extraordinary General Meeting virtually but you hold your shares through
someone else, such as a broker, please follow the instructions you receive from your broker, bank or other nominee holding your shares.
You must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the
shares and giving you the right to vote your shares.
Proxies;
Board Solicitation.
Your proxy is being solicited by the Board on each of the Extension Amendment Proposal, the Auditor Ratification
Proposal and the Adjournment Proposal being presented to shareholders at the Extraordinary General Meeting. No recommendation is being
made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy,
you may still revoke your proxy and vote your shares in person at the Extraordinary General Meeting. D.F. King Co. Inc. is assisting
the Company in the proxy solicitation process for the Extraordinary General Meeting. The Company will pay that firm approximately $36,500
in fees plus disbursements for such services at the closing of any proposed business combination.
Required
Vote for Approval
Approval
of the Extension Amendment Proposal will require a special resolution under Cayman Islands law, which requires the affirmative vote of
a majority of at least two-thirds of the shareholders who are present in person or virtually, or represented by proxy and entitled to
vote thereon, and who vote thereon at the Extraordinary General Meeting. If presented, approval of
the
Adjournment Proposal requires the affirmative vote of the majority of the votes cast by shareholders present at the Extraordinary
General Meeting or represented by proxy (including virtually) at the Extraordinary General Meeting.
Under
Cayman Islands law, abstentions and broker non-votes will not count as votes cast at the Extraordinary General Meeting, and accordingly
will have no effect on the Extension Amendment Proposal and the Adjournment Proposal.
The
Sponsor, the Companys directors, executive officers and their affiliates are expected to vote any ordinary shares owned by them
in favor of the Extension Amendment Proposal. On the record date, the Sponsor, the Companys officers and directors beneficially
owned and were entitled to vote 1,650,000 Founder Shares and 394,000 private shares, for an aggregate of 2,044,000 issued and outstanding
Ordinary Shares.
In
addition, the Sponsor and the Companys directors, executive officers and their respective affiliates may choose to buy public
shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek
to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Proposal and elected to redeem their
shares into a portion of the Trust Account. Any public shares purchased by affiliates will be voted in favor of the Extension Amendment
Proposal, Auditor Ratification Proposal and the Adjournment Proposal.
Outstanding
Shares and Quorum
The
number of outstanding ordinary shares entitled to vote at the Extraordinary General Meeting is 8,941,000. Each ordinary share
is entitled to one vote. The presence in person or by proxy of a corporation or other non-natural person by its duly authorized representative
or by proxy or virtual attendance at the Extraordinary General Meeting of the holders of a majority of the shares entitled to vote at
the general meeting will constitute a quorum. There is no cumulative voting under the laws of Cayman Islands or the governing documents
of the Company. Shares that abstain or for which the authority to vote is withheld on certain matters (so-called broker non-votes)
will be treated as present for quorum purposes on all matters.
Voting
Procedures
Each
TenX ordinary share that you own in your name entitles you to one vote on each of the proposals for the Extraordinary General Meeting.
Your proxy card shows the number of our ordinary shares that you own.
If
you are a holder of record of TenX Ordinary Shares on the TenX Record Date for the extraordinary general meeting, you may vote at the
extraordinary general meeting in any of the following ways:
Vote
by Mail
: by signing, dating, and returning the enclosed proxy card in the accompanying prepaid reply envelope. By signing the proxy
card and returning it in the enclosed prepaid envelope to the specified address, you are authorizing the individuals named on the proxy
card to vote your shares at the Extraordinary General Meeting in the manner you indicate. We encourage you to sign and return the proxy
card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary
General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please
sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in street name through
a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure
that your shares are represented and voted at the Extraordinary General Meeting. If you sign and return the proxy card but do not give
instructions on how to vote your shares, your TenX Ordinary Shares will be voted as recommended by the TenX Board.
Appraisal
Rights and Dissenters Rights
There
are no appraisal rights available to TenXs shareholders in connection with the Extension Amendment Proposal. There are no dissenters
rights available to TenXs shareholders in connection with the Extension Amendment Proposal under Cayman Islands law. However,
holders of public shares may elect to have their shares redeemed in connection with the adoption of the Extension Amendment Proposal,
as described under
Redemption Rights
above.
Redemption
Rights
Pursuant
to our AR Memorandum and Articles, any holder of our public shares may demand that such shares be redeemed for a pro rata share
of the aggregate amount on deposit in the Trust Account at Equiniti Trust Company, LLC (EQ) less taxes payable,
calculated as of two (2) business days prior to the Extraordinary General Meeting
.
In
order to exercise your redemption rights, you must:
Equiniti
Trust Company, LLC (EQ)
The
redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal
name, phone number and address to Equiniti Trust Company, LLC (EQ) in order to validly redeem its shares.
Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting
shares to the transfer agent) and thereafter, with our consent, until the vote is taken with respect to the Extension Amendment Proposal.
If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption
rights, you may request that our transfer agent return the shares (physically or electronically). You may make such a request by contacting
our transfer agent at the phone number or address listed above.
If
you exercise your redemption rights, your ordinary shares will cease to be outstanding immediately prior to the Extraordinary General
Meeting (assuming the Extension Amendment Proposal is approved) and will only represent the right to receive a pro rata share of the
aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have
any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly
and timely request redemption.
If
the Extension Amendment is not approved and we do not consummate an initial business combination by the Current Termination Date, we
will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public shareholders
and our rights will expire worthless.
Principal
Executive Offices
Our
principal executive offices are located at 420 Lexington Avenue, Suite 2446, New York, NY 10170. Our telephone number at such address
is 347-627-0058
THE
EXTENSION AMENDMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL, AND THE ADJOURNMENT PROPOSAL
PROPOSAL
1: THE EXTENSION AMENDMENT
The
Extension Amendment
The
Company is proposing to amend the AR Memorandum and Articles by adopting the Third AR Memorandum and Articles in the form set
forth in Annex A, which
provides that
the Company may elect to extend the date by which
the Company has to consummate a business combination (the
Combination Period
) for a total of eight (8) times,
as follow: (i) January 18, 2024 to April 18, 2024, and subsequently (ii) seven (7) times for an additional one (1) month each time from
April 18, 2024 to November 18, 2024, if requested by the Sponsor (as defined herein) and upon two calendar days advance notice
prior to the applicable, without the payment of additional amounts into the Trust Account.
Approval
of the Extension Amendment is a condition to the implementation of the Extension.
All
holders of the Companys public shares, whether they vote for or against the Extension Amendment or do not vote at all, will be
permitted to redeem all or a portion of their public shares into their pro rata portion of the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$50,000 of
interest to pay dissolution expenses), less any taxes we anticipate will be owed, but have not yet been paid, provided that the Extension
is implemented. Holders of public shares do not need to be a holder of record on the record date in order to exercise redemption rights.
We will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension
Amendment, after taking into account the Redemptions.
The
per-share pro rata portion of the Trust Account on the record date after taking into account taxes owed but not paid by such date
(which is expected to be the same approximate amount two business days prior to the Extraordinary General Meeting) was approximately $10.90. The
closing price of the Companys ordinary shares on the record date was $11.21. The Company cannot assure shareholders
that they will be able to sell their ordinary shares in the open market, even if the market price per share is higher than the
redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their
shares.
Reasons
for the Extension Amendment
Pursuant
to the
AR Memorandum and Articles
and the Trust Agreement, the Company may, but is
not obligated to, extend the period of time to consummate a business combination up to three (3) times, each by an additional three (3)
months from July 18, 2024 to April 18, 2024
without submitting such proposed extensions to our
shareholders for approval or offering our public shareholders redemption rights. Pursuant to the terms of the Trust Agreement, in order
to extend the time available to consummate an initial business combination,
the Sponsor or its affiliates or designees, upon ten
(10) days advance notice prior to the applicable deadline, must deposit into the Trust Account $660,000 ($0.10 per share), on or prior
to the date of the applicable deadline,
for each three month extension (or up to an aggregate of
$1,980,000, or $0.30 per share, if we extend for the full nine months). Any such payments would be made in the form of a promissory note.
Any such promissory notes will be non-interest bearing and payable upon the consummation of our initial business combination
.
On
October 23, 2023, the Company entered into the Merger Agreement to acquire Citius Oncology and on November 13, 2023, the Company filed
the Proxy/Registration Statement for the purpose of
soliciting shareholder approval of the Citius Business Combination at an extraordinary general meeting. If approved, the Company would
then consummate the Citius Business Combination as soon as reasonably practicable thereafter. As a result, o
ur
Board of Directors has determined that it is in the best interests of the Company and its shareholders to allow the Company to extend
the time to complete a business combination for an
additional three (3) months to April 18, 2024 and thereafter an additional
one month as further extended on a monthly basis up to seven (7) times without requiring the Sponsor, its affiliates or designees depositing
additional funds into the Trust Account to avoid the risk that such persons are unable or unwilling to make such deposits to extend the
time available to complete a business combination, as well as to provide shareholders with the opportunity to redeem their ordinary shares
as described herein, which they would not be able to do if the Company extended its corporate existence by depositing such additional
funds.
The
Company believes that given its expenditure of time, effort, and money searching for potential business combination opportunities, circumstances
warrant providing public shareholders an opportunity to consider the Citius Business Combination. Accordingly, the Company has determined
to seek shareholder approval to extend the time for closing a business combination beyond January 18, 2024, to April 18, 2024 or November
18, 2024 (subject to valid extension having been made each time in the latter case). The Company and its officers and directors agreed
that it would not seek to amend the AR Memorandum and Articles to allow for a longer period of time to complete a business combination
unless it provided holders of public shares with the right to seek redemption of their public shares in connection therewith.
If
the Extension Amendment Is Not Approved
If
the Extension Amendment is not approved and the Sponsor, its affiliates or its designees do not elect to extend the Companys corporate
existence as described above, we may not be able to consummate the Citius Business Combination or another initial business combination
by the Current Termination Date, and, in accordance with AR Memorandum and Articles, in such event we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem
100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining holders of ordinary shares and the Board, dissolve and liquidate, as described in more detail in this proxy statement.
The
Sponsor has waived its rights to participate in any liquidation distribution with respect to such shares. There will be no distribution
from the Trust Account with respect to the Companys rights, which will expire worthless in the event we wind up.
If
the Extension Amendment Is Approved
If
the Extension Amendment Proposal is approved, the Third AR Memorandum and Articles, substantially in the form of
Annex A
hereto will be approved to extend the time the Company has to complete a business combination until April 18, 2024 or November 18,
2024 (subject to valid extension having been made each time in the latter case) without the deposit of additional funds into the
Trust Account. The Company will then continue to attempt to consummate a business combination until the Articles Extended Date or
Additional Articles Extended Dates or until the Board determines in its sole discretion that it will not be able to consummate an
initial business combination by the Articles Extended Date or Additional Articles Extended Dates as described below and does not
wish to seek an additional extension. The Company will remain a reporting company under the Securities Exchange Act of 1934 and its
units, ordinary shares, and rights will remain publicly traded during the extension period.
Interests
of the Companys Directors and Officers
When
you consider the recommendation of the Board, you should keep in mind that the Companys executive officers and members of the
Board have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other
things:
Additionally,
if the Extension Amendment Proposal is approved and the Company consummates an initial business combination, the officers and directors
may have additional interests that would be described in the proxy statement for such transaction.
YOU
ARE NOT BEING ASKED TO VOTE ON ANY BUSINESS COMBINATION AT THIS TIME. IF THE EXTENSION AMENDMENT PROPOSAL IS IMPLEMENTED AND YOU DO NOT
ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON ANY PROPOSED BUSINESS COMBINATION WHEN AND IF IT IS SUBMITTED
TO SHAREHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT THE PROPOSED BUSINESS
COMBINATION IS APPROVED AND COMPLETED OR IF THE COMPANY HAS NOT CONSUMMATED A BUSINESS COMBINATION BY THE ARTICLES EXTENDED DATE.
If
the Extension Amendment is approved, and the Combination Period is extended pursuant to the Third AR Memorandum and Articles, the
removal of the Withdrawal Amount from the Trust Account, if any, will reduce the Companys net asset value. The Company cannot
predict the amount that will remain in the trust account if the Extension Amendment is approved, and the amount remaining in the Trust
Account may be only a small fraction of the approximately $72 million that was in the Trust Account as of the record date. However,
we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment (after
taking into account the redemption of public shares).
Resolution
The
full text of the resolution to be voted upon is as follows:
RESOLVED
,
as a special resolution, that the Companys Amended and Restated Memorandum and Articles of Association
be
deleted in their entirety and the substitution in their place of the third amended and restated memorandum and articles of association
of the Company in the form attached as Annex A hereto, which provides that
the Company may elect to extend the date by which the
Company has to consummate a business combination for a total of eight (8) times, as follow: (i) one (1) time for an additional three
(3) months January 18, 2024 to April 18, 2024, and subsequently (ii) seven (7) times for an additional one (1) month each time from April
18, 2024 to November 18, 2024, if requested by the Sponsor (as defined herein) and upon two calendar days advance notice prior
to the applicable deadline.
Recommendation
As
discussed above, after careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal
is in the best interests of the Company and its shareholders. The Board has approved and declared advisable the adoption of the Extension
Amendment Proposal.
THE
BOARD RECOMMENDS THAT YOU VOTE FOR THE EXTENSION AMENDMENT PROPOSAL. THE BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD
REDEEM YOUR PUBLIC SHARES.
PROPOSAL
2: THE AUDITOR RATIFICATION PROPOSAL
Overview
The
Auditor Ratification Proposal is asking the shareholders to ratify by ordinary resolution the election by our audit committee of Marcum
LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. The audit committee
is directly responsible for appointing the Companys independent registered public accounting firm. The audit committee is not
bound by the outcome of this vote. However, if our shareholders do not ratify the appointment of Marcum LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2023, our audit committee and the board of director may reconsider the
appointment of Marcum LLP as our independent registered public accounting firm.
Marcum
LLP served as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2022 and the period
from March 1, 2021 (inception) through December 31, 2021. Representatives of Marcum LLP are not expected to be present at the Extraordinary
General Meeting to answer questions. If our shareholders do not ratify the appointment of Marcum LLP, our Board may reconsider the appointment.
Fees
Paid to the Independent Registered Public Accounting Firm
The
following is a summary of fees paid or to be paid to Marcum LLP (Marcum) for services rendered.
Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services
that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services
rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective
periods and other required filings with the SEC for the period from March 1, 2021 (inception) through December 31, 2022 total $59,740
The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of
the audit or review of our financial statements and are not reported under Audit Fees. We did not pay Marcum for professional
services rendered for audit related fees for the period from March 1, 2021 (inception) through December 31, 2022.
Tax
Fees. We did not pay Marcum for tax planning and tax advice for the period from March 1, 2021 (inception) through December 31, 2022.
All
Other Fees. We did not pay Marcum for other services for the period from March 1, 2021 (inception) through December 31, 2022.
Auditor
Independence
During
the fiscal year ended December 31, 2022 and the period ended December 31, 2021, there were no other professional services provided by
Marcum LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining
the independence of Marcum LLP.
Audit
Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The
audit committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition
of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services
to be provided by the independent auditors as provided under the audit committee charter.
Vote
Required for Approval
The
ratification of the appointment of Marcum LLP requires an ordinary resolution under Cayman Islands law, being the affirmative vote of
a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present virtually, or represented
by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting. Accordingly, if a valid quorum is
otherwise established, a shareholders failure to vote by proxy or online will have no effect on the outcome of any vote on the
Auditor Ratification Proposal. In the absence of timely instructions, your broker will have discretion to vote your shares on our sole
routine matter: the Auditor Ratification Proposal.
As
of the date of this proxy statement, the Sponsor have agreed to vote any Ordinary Shares owned by them in favor of the Auditor Ratification
Proposal. As of the date hereof, the Sponsor officers and directors own approximately 22.9% of the issued and outstanding Ordinary Shares
and have not purchased any ordinary shares, but may do so at any time.
Resolution
The
full text of the resolution to be voted upon in respect of the Auditor Ratification Proposal is as follows:
RESOLVED
,
as an ordinary resolution, that the appointment of Marcum LLP, as the independent registered public accounting firm of the Company for
the fiscal year ending December 31, 2023 be ratified, approved and confirmed in all respects.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANYS SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF MARCUM
LLP, AND THE APPROVAL OF THE AUDITOR RATIFICATION PROPOSAL.
PROPOSAL
3: THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow our Board to adjourn the Extraordinary meeting to a later date or dates, if necessary or
appropriate,
(i) to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares represented (either in person or virtually,
or by proxy) to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of public shares have
elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not adhere to the continued
listing requirements of Nasdaq, or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or
no longer desirable to proceed with the other proposals.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by the Companys shareholders, the Board may not be able to adjourn the Extraordinary
General Meeting to a later date in the event, based on the tabulated votes, there are insufficient votes to approve the Extension Amendment
Proposal or the Auditor Ratification Proposal or to allow public shareholders time to reverse their redemption requests in connection
with the Extension Amendment. If there are insufficient votes to approve the Extension Amendment Proposal, the Extension Amendment would
not be implemented.
Required
Vote
The
approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple
majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, voting as a single class, who are present in
person (virtually), or represented by proxy (virtually), and entitled to vote thereon, and who vote thereon, at the Extraordinary General
Meeting. Abstentions, and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman
Islands law, will not constitute votes cast at the Extraordinary General Meeting and therefore will have no effect on the approval of
the Adjournment Proposal.
As
of the date of this proxy statement, the Sponsor agreed to vote any Ordinary Shares owned in favor of the Adjournment Proposal. As of
the date hereof, our Sponsor, officers and directors own approximately 22.9% of the issued and outstanding Ordinary Shares and have not
purchased any public shares but may do so at any time.
Resolution
The
full text of the resolution to be voted upon is as follows:
RESOLVED
,
as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates if necessary, (i) to permit
further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are
insufficient Ordinary Shares represented (either in person or virtually, or by proxy) to approve the Extension Amendment Proposal or
the Auditor Ratification Proposal, (ii) if the holders of public shares have elected to redeem an amount of shares in connection with
the Extension Amendment such that the Company would not adhere to the continued listing requirements of Nasdaq, or (iii) if the Board
determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.
Recommendation
As
discussed above, after careful consideration of all relevant factors, our Board has determined that the Adjournment Proposal is in the
best interests of the Company and its shareholders. Our Board has approved and declared advisable the adoption of the Adjournment Proposal.
OUR
BOARD RECOMMENDS THAT YOU VOTE FOR THE ADJOURNMENT PROPOSAL.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals.
BUSINESS
OF THE COMPANY AND CERTAIN INFORMATION ABOUT THE COMPANY
References
in this section to we, our or us refer to the TenX Keane Acquisition.
The
Company is a blank check company incorporated on March 1, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
The Company has not engaged in any operations nor generated any revenue to date. Based on its business activities, the Company is a shell
company as defined under the Exchange Act because the Company has no operations and nominal assets consisting almost entirely
of cash. For additional information, see the information set forth under the caption Item 1. Business in the Companys
Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 17, 2023.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of the Companys ordinary shares as of January
8, 2024 by:
As
of January 8, 2024, there was a total of 8,941,000 ordinary shares outstanding. Unless otherwise indicated, all persons named
in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The beneficial ownership
of our Ordinary Shares is based on an aggregate of 8,941,000 Ordinary Shares issued and outstanding as of January 8, 2024.
48 Wall Street, Floor 23
New York, NY 10005
Attn: SPACSUPPORT
E-Mail: SPACSUPPORT@equiniti.com
26
1.
The
Extension Amendment Proposal
:
a
proposal, by special resolution, to amend the AR Memorandum and Articles to extend the
termination date
by which the Company has to consummate
a business combination from
January 18, 2024 to April 18, 2024 or November 18, 2024
(subject to valid extension having been made each time in the latter case)
;
2.
The
Auditor Ratification Proposal
: a proposal to ratify, by way of ordinary resolution, the
appointment of Marcum LLP as the Companys independent registered public accounting
firm for the Companys fiscal year ending December 31, 2023; and
3.
The
Adjournment Proposal
: a proposal, by ordinary resolution, to direct the chairman of the
Extraordinary General Meeting to the Extraordinary General Meeting to a later date or dates,
if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares
represented (either in person or by proxy) to approve the Extension Amendment Proposal or
the Auditor Ratification Proposal, (ii) if the holders of TenXs public shares have
elected to redeem an amount of shares in connection with the Extension Amendment such that
TenX would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC
(Nasdaq), or (iii) if the Board determines before the Extraordinary General
Meeting that it is not necessary or no longer desirable to proceed with the other proposals.
27
28
●
●
Vote
by Internet
: visit
www.voteproxy.com
, 24 hours a day, seven days a week, until 11:59 p.m., Eastern
Time the day before the meeting. (have your proxy card in hand when you visit the website);
●
Vote
by Phone
: by calling toll-free (within the U.S. or Canada) (800) 714-3310 or by calling +1 212-448-4476 if you are outside of
the U.S. and Canada (have your proxy card in hand when you call); or
●
Vote by e-Consent: With e-Consent, you can quickly
access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll
today via https://equiniti.com/us/ast-access to enjoy online access.
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Vote
at the Extraordinary General Meeting
: you can attend the Extraordinary General Meeting in person or via the virtual meeting platform
and vote during the meeting by following the instructions on your proxy card. You can access the Extraordinary General Meeting by
visiting the following website:
https://web.lumiagm.com/279617443 (password: tenx2024)
.
You
will need your control number available for access. Instructions on how to virtually attend and participate at the Extraordinary
General Meeting are available on www.voteproxy.com.
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●
submit
a request in writing that we redeem your public shares for cash prior to 5:00 p.m., Eastern
time on January 12, 2024
(two (2) business days before
the Extraordinary General Meeting to Equiniti Trust Company, LLC (EQ),
our transfer agent at the following address:
48 Wall Street, Floor 23
New York, NY 10005
Attn: SPACSUPPORT
E-Mail: SPACSUPPORT@equiniti.com
●
deliver
your public shares either physically or electronically through DTC to our transfer agent
at least two (2) business days before the Extraordinary General Meeting. Shareholders seeking
to exercise their redemption rights and opting to deliver physical certificates should allot
sufficient time to obtain physical certificates from the transfer agent and time to effect
delivery. It is our understanding that shareholders should generally allot at least two (2)
weeks to obtain physical certificates from the transfer agent. However, we do not have any
control over this process and it may take longer than two (2) weeks. Shareholders who hold
their shares in street name will have to coordinate with their broker, bank or other nominee
to have the shares certificated or delivered electronically. If you do not submit a written
request and deliver your public shares as described above, your shares will not be redeemed.
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If
the Extension Amendment Proposal is not approved and we do not consummate a business combination
by the Current Termination Date, our Sponsor, affiliates or designee would be required to
deposit additional funds into the Trust Account to continue the Companys corporate
existence, or allow us to liquidate. Pursuant to the
AR
Memorandum and Articles
and the Trust Agreement, the Company may, but is not obligated
to, extend the period of time to consummate a business combination up to three (3) times,
each by an additional three (3) months (for a total of up to 18 months)
without
submitting such proposed extensions to our shareholders for approval or offering our public
shareholders redemption rights. Pursuant to the AR Memorandum and Articles and the terms
of the Trust Agreement, in order to extend the time available to consummate an initial business
combination,
the Sponsor, or its affiliates or designees, upon ten (10) days advance
notice prior to the applicable deadline, must deposit into the Trust Account $660,000 ($0.10
per share), on or prior to the date of the applicable deadline,
for
each three (3) month extension (or up to an aggregate of $1,980,000, or $0.30 per share,
if we extend for the full nine months). Any such payments would be made in the form of a
promissory note. Any such promissory notes will be non-interest bearing and payable upon
the consummation of our initial business combination
.
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●
If
the Extension Amendment Proposal is not approved and we do not consummate a business combination
by The Current Termination Date, the Sponsor or its affiliates or designees would be required
to deposit additional funds into the Trust Account to continue our corporate existence or
allow us to liquidate. If we liquidated prior to the completion of a business combination,
1,437,500 ordinary shares held by our initial shareholders which were acquired prior to the
IPO for an aggregate purchase price of $25,000, will be worthless because the initial shareholders
and the Sponsor have agreed to waive their rights to any liquidation distributions. Such
shares had an aggregate market value of approximately $16,114,375 based on the closing
price of the ordinary shares of $11.21 on Nasdaq as of the record date.
●
If
the Extension Amendment Proposal is not approved, we do not consummate a business combination
by The Current Termination Date and the time to complete a business combination is not extended
as described above, the Sponsor will be personally liable under certain circumstances to
ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses
or claims of vendors or other entities that are owed money by TenX for services rendered
or contracted for or products sold to TenX.
●
The
Sponsor and TenXs officers and directors and their affiliates are entitled to reimbursement
of out-of-pocket expenses incurred by them in connection with certain activities on TenXs
behalf, such as identifying and investigating possible business targets and business combinations.
However, if the Extension Amendment Proposal is not approved, we do not consummate a business
combination by The Current Termination Date, and the time to complete a business combination
is not extended as described above, they will not have any claim against the Trust Account
for reimbursement.
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●
each
person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
●
each
of our executive officers and directors; and
●
all
our officers and directors as a group.
