SecProbe.io

CORRESP
1
filename1.htm

    Mark
                                            Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

VIA
EDGAR

May
3, 2024

THE
UNITED STATES SECURITIES

AND
EXCHANGE COMMISSION

Division
of Corporation Finance

Washington,
D.C. 20549

Attn:
Division of Corporation Finance Office of Life Sciences

    Re:
    TenX
                                            Keane Acquisition

    Amendment
    No. 1 to Registration Statement on Form S-4

    Filed
    January 30, 2024

    File
    No. 333-275506

Ladies
and Gentlemen:

On
behalf of our client, TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”), we are responding
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in the letter dated February 13, 2024 (the “Comment Letter”), relating to the above referenced amended Registration
Statement on Form S-4, filed January 30, 2024 (the “Registration Statement”). Concurrently with the submission of this letter,
the Company is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

Set
forth below are the Company’s responses to the Staff’s comments. The Staff’s comments are repeated below in bold and
are followed by the Company’s responses. Page references in the text of this response letter correspond to the page numbers of
the Registration Statement.

Amendment
No. 1 to Registration Statement on Form S-4

Questions
and Answers

Q:
What equity stake will current TenX Shareholders and SpinCo stockholders hold..., page 16

 1. Your
                                            response to prior comment 2 indicates that there is revised disclosure in response to the
                                            comment but we do not see such disclosure in your filing. Therefore, we reissue the comment.
                                            Please revise to disclose all possible sources and extent of dilution that shareholders who
                                            elect not to redeem their shares may experience in connection with the Business Combination.
                                            Provide disclosure of the impact of each significant source of dilution, including the amount
                                            of equity held by founders and convertible securities retained by redeeming shareholders
                                            at each of the redemption levels detailed in your sensitivity analysis, including any needed
                                            assumptions.

Response:
The Company acknowledges the Staff’s comment and has included the additional requested disclosure in the summary disclosure
and on pages 16, 17, 37, 50-54, 56-58, 94, and 111-112 of Amendment No. 2.

United
States Securities and Exchange Commission

May
3, 2024

Page
2

Summary
of the Proxy Statement/Prospectus

Transaction
Steps, page 32

 2. In
                                            the organizational chart showing the parties to the transaction after the anticipated Domestication
                                            and Business Combination, please indicate the ownership of New Citius Oncology by Citius
                                            Pharmaceuticals, Inc. after the Business Combination.

Response:
The Company acknowledges the Staff’s comment and notes that the Business Combination between TenX Keane Acquisition (“TenX”)
and Citius Oncology, Inc. (“SpinCo”) will be accomplished by way of the following transaction steps:

 ● TenX’s
                                            jurisdiction of incorporation will be changed by its deregistering as an exempted company
                                            in the Cayman Islands and continuing and domesticating as a corporation incorporated under
                                            the laws of the State of Delaware (the “Domestication”);

 ● In
                                            connection with the consummation of the Domestication, TenX will change its name to “Citius
                                            Oncology, Inc.” (“New Citius Oncology”);

 ● Following
                                            the above steps, TenX Merger Sub, Inc. (“Merger Sub”) will merge with and into
                                            SpinCo (the “Merger”), with SpinCo continuing as the surviving company in the
                                            Merger and a wholly-owned subsidiary of New Citius Oncology (formerly known as TenX Keane
                                            Acquisition); and

 ● In
                                            connection with the consummation of the Merger, SpinCo, the surviving company in the Merger,
                                            will be renamed with a name that has not yet been determined.

As
a result of the foregoing steps, following the anticipated Domestication and Business Combination, (a) the renamed SpinCo (formerly known
as Citius Oncology, Inc.) will be a wholly-owned subsidiary of New Citius Oncology (formerly known as TenX Keane Acquisition), and (b)
Citius Pharmaceuticals, Inc. (currently SpinCo’s sole shareholder) will continue to control a majority of the voting power of New
Citius Oncology, owning approximately 86.8% (assuming the Minimum Redemption Scenario) or 92.0% (assuming the Maximum Redemption Scenario)
of the outstanding shares of New Citius Oncology Common Stock). The Company has updated the organizational chart showing the parties
to the transaction after the anticipated Domestication and Business Combination on page 33 of Amendment No. 2 to indicate the
ownership of New Citius Oncology by Citius Pharmaceuticals, Inc. after the Business Combination.

Related
Agreements

Amended
& Restated Shared Services Agreement, page 36

 3. We
                                            note your response to prior comment 6. Please also disclose the total quarterly fee within
                                            the registration statement.

Response:
The Company acknowledges the Staff’s comment and has disclosed the total quarterly fee of approximately $940,000 on pages 36,
131, and 224 of Amendment No. 2

United
States Securities and Exchange Commission

May
3, 2024

Page
3

Risk
Factors and Risk Factor Summary, page 59

 4. If
                                            the assets in your trust account are securities, including U.S. Government securities or
                                            shares of money market funds registered under the Investment Company Act and regulated pursuant
                                            to rule 2a-7 of that Act, disclose the risk that you could be considered to be operating
                                            as an unregistered investment company. Disclose that if you are found to be operating as
                                            an unregistered investment company, you may be required to change your operations, wind down
                                            your operations, or register as an investment company under the Investment Company Act. Also
                                            include disclosure with respect to the consequences to investors if you are required to wind
                                            down your operations as a result of this status, such as the losses of the investment opportunity
                                            in a target company, any price appreciation in the combined company, and any warrants, which
                                            would expire worthless.

Response:
The Company acknowledges the Staff’s comment and has included the additional requested disclosure on page 92 of Amendment
No. 2.

Summary
of the Ancillary Agreements

Sponsor
Support Agreement, page 131

 5. We
                                            note your response to our prior comment 13 that the Sponsor received no consideration in
                                            connection with its agreement to waive its redemption rights. Please also include this disclosure
                                            within the registration statement.

Response:
The Company acknowledges the Staff’s comment and has included the additional requested disclosure on page 131 of Amendment
No. 2.

Background
of the Business Combination, page 132

 6. You
                                            state that the business combination partners were refined to exclude potential partners who
                                            did not meet all or most of the key criteria or who TenX’s management believed were
                                            not likely to consider the business combination. Please describe how TenX’s management
                                            determined that a company was not likely to consider a business combination with TenX.

Response:
The Company acknowledges the Staff’s comment and advises that the Company determined that a potential partner was not likely
to consider a business combination with TenX, if the potential partner either (a) had unrealistically high expectations of the amount
to be left in TenX’s trust following the initial business combination under current market conditions, or (b) was undecided on,
and unlikely to decide in the near future on, their path to becoming a listed company through an IPO, SPAC merger, or sale to a larger
company. This additional disclosure has been added on page 132 of Amendment No. 2.

United
States Securities and Exchange Commission

May
3, 2024

Page
4

 7. We
                                            note your response to our prior comment 15, specifically, that the initial target exploration
                                            focused on those companies that could satisfy some or all of the key criteria identified.
                                            Please also discuss how you chose the seven companies to have detailed discussions with,
                                            for example, discuss whether they met all or most of the criteria, how you narrowed down
                                            those seven companies to the five you signed non-disclosure agreements with, and how you
                                            further chose to narrow down the five companies to the. two you entered into non-binding
                                            agreements with.

Response:
The Company acknowledges the Staff’s comment and advises that the eight companies that were eliminated prior to conducting
substantive due diligence did not meet at least two of the Company’s four criteria set forth in disclosure. The remaining seven
companies met at least three of the four required criteria. Two of the seven companies did not sign the non-disclosure agreements the
Company provided to them. After review of detailed financial information, there were unbridgeable gaps between TenX and three companies
in terms of either: (i) valuation expectations, (ii) projected growth by the management in consideration of industry trends, or (iii)
uncertainty of future free cash flow generation due to current cash burn rates and gaps in potential and likely funding both internally
and externally. This additional disclosure has been added on page 133 of Amendment No. 2

 8. We
                                            note your response to our prior comment 18 that from the time TenX was made aware of SpinCo
                                            through Maxim on April 25, 2023, until the time that a letter of intent was signed in May
                                            2023, the Company was not in discussions with any other companies. Please also include this
                                            disclosure within the filing.

Response:
The Company acknowledges the Staff’s comment and has included the additional requested disclosure on page 134 of Amendment
No. 2.

 9. We
                                            note your response to our prior comment 19. Please disclose the aggregate equity value of
                                            SpinCo and the cap on third-party fees of TenX proposed by Citius Pharma and by Mr. Zhang.

Response:
The Company acknowledges the Staff’s comment and has included the additional requested disclosure on page 135 of Amendment
No. 2.

Opinion
of Revere Securities

Fees
and Expenses, page 142

 10. We
                                            note your response to our prior comment 25 that Revere Securities will receive a fee of $50,000
                                            upon completion of the Business Combination. Please also disclose such fee within the registration
                                            statement.

Response:
The Company acknowledges the Staff’s comment and has disclosed the total quarterly fee on page 142 of Amendment No. 2.

The
TenX Board’s Discussion of Valuation and Reasons for the Approval..., page 142

 11. We
                                            note from the disclosure added in response to prior comment 27 that SpinCo agreed to transfer
                                            the patent rights immediately after it is commercially able to do so. Please file the agreement
                                            related to this arrangement as an exhibit. We also note the disclosure on page 204 that Citius
                                            Pharma assigned the asset purchase agreement with Dr. Reddy, and the license agreement with
                                            Eisai, to SpinCo on April 1, 2022. Please file the related assignment agreement as an exhibit.
                                            Please also describe the material terms of these agreements in an appropriate location.

Response:
The Company acknowledges the Staff’s comment and has included the additional requested disclosure on page 204 of Amendment
No. 2. In addition, the Company has filed the Contribution Agreement, dated April 1, 2022, by and between Citius Pharma and SpinCo,
as Exhibit 10.21 to Amendment No. 2.

United
States Securities and Exchange Commission

May
3, 2024

Page
5

Lymphir

Phase
3 Trial (E7777-G000-302) Design, page 193

 12. We
                                            note your response to our prior comment 30. Please clearly state whether your primary and
                                            secondary endpoints were met for the lead-in phase and the main phase of the clinical trial.

Response:
The Company acknowledges the Staff’s comment and has included the additional requested disclosure on pages 193 and 194 of
Amendment No. 2.

 13. Please
                                            revise your disclosure to include the substance of your response to prior comment 29.

Response:
The Company acknowledges the Staff’s comment and has included the additional requested disclosure on pages 193 and 194 of
Amendment No. 2.

Phase
3 Trial Efficacy & Safety Results, page 194

 14. We
                                            note your disclosure describing the different five grades of adverse events. We also note
                                            your chart on page 195, specifically that you include two columns, one for all grades and
                                            another for grades 3 or 4. Please clarify if LYMPHIR experienced grade 5 adverse.

Response:
The Company acknowledges the Staff’s comment and has included the additional requested disclosure on page 193 of Amendment
No. 2.

TenX
Keane Acquisition

Financial
Statements for the Year Ended December 31, 2022 and 2021, page F-3

 15. Under
                                            the shareholders’ equity (deficit) section, include the as of date that corresponds
                                            to the periods presented on the balance sh