SecProbe.io

CORRESP
 1
 filename1.htm

 CITIUS ONCOLOGY, INC.

 11 Commerce Drive, First Floor

 Cranford, NJ 07016

 September 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Joshua Gorsky

 Re:

 Acceleration Request
 Citius Oncology, Inc.
 Registration Statement on Form S-3
 Filed September 2, 2025
 File No. 333-289979

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
"Act"), Citius Oncology, Inc. (the "Registrant") hereby requests that the U.S. Securities and Exchange Commission
(the "Commission") take appropriate action to accelerate the effective date of the above-referenced registration statement
(the "Registration Statement") so as to become effective on Wednesday, September 3, 2025 at 4:15 p.m. Eastern Time, or as
soon thereafter as practicable.

 The Registrant hereby authorizes Alexander M. Donaldson, Andrew Gibbons,
or Christopher Agoranos of Wyrick Robbins Yates & Ponton LLP to orally modify or withdraw this request for acceleration.

 Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander M. Donaldson or Christopher Agoranos at (919)
781-4000. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the
Registration Statement be sent to Mr. Donaldson via email at adonaldson@wyrick.com and Mr. Agoranos via email at cagoranos@wyrick.com.

 Very truly yours,

 CITIUS ONCOLOGY, INC.

 By:
 /s/ Leonard Mazur

 Leonard Mazur

 Chairman and Chief Executive Officer

 cc: Alexander M. Donaldson, Wyrick Robbins Yates & Ponton LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 22, 2025

Leonard Mazur
Chief Executive Officer
Citius Oncology, Inc.
11 Commerce Drive, First Floor
Cranford, NJ 07016

 Re: Citius Oncology, Inc.
 Draft Registration Statement on Form S-3
 Submitted August 20, 2025
 CIK No. 377-08347
Dear Leonard Mazur:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Alexander M. Donaldson, Esq.
</TEXT>
</DOCUMENT>

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 CITIUS
ONCOLOGY, INC.

 11
Commerce Drive, First Floor

 Cranford,
NJ 07016

 July
15, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Jessica Dickerson

 Re:

 Acceleration
 Request
 Citius
 Oncology, Inc.
 Registration
 Statement on Form S-1
 Filed
 July 14, 2025, as amended on July 14, 2025
 File
 No. 333-288656

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), Citius Oncology, Inc. (the "Registrant")
hereby requests that the U.S. Securities and Exchange Commission (the "Commission") take appropriate action to accelerate
the effective date of the above-referenced registration statement (the "Registration Statement") so as to become effective
on Tuesday, July 15, 2025 at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

 The
Registrant hereby authorizes Alexander M. Donaldson, Jonathan Greene, Andrew Gibbons, Nicholas Massey and/or Christopher P. Agoranos
of Wyrick Robbins Yates & Ponton LLP to orally modify or withdraw this request for acceleration.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by
calling Alexander M. Donaldson or Nicholas Massey at (919) 781-4000. We also respectfully request that a copy of the written order from
the Commission verifying the effective date and time of the Registration Statement be sent to Mr. Donaldson via email at adonaldson@wyrick.com
and Mr. Massey via email at nmassey@wyrick.com.

 Very
 truly yours,

 CITIUS
 ONCOLOGY, INC.

 By:
 /s/
 Leonard Mazur

 Leonard
 Mazur

 Chairman
 and Chief Executive Officer

 cc:
Alexander M. Donaldson, Wyrick Robbins Yates & Ponton LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 1, 2025

Leonard Mazur
Chief Executive Officer
Citius Oncology, Inc.
11 Commerce Drive, First Floor
Cranford, NJ 07016

 Re: Citius Oncology, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 28, 2025
 CIK No. 0001851484
Dear Leonard Mazur:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Lorna A. Knick, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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VIA
EDGAR

July
11, 2024

TenX
Keane Acquisition

420 Lexington Ave.

Suite
2446

New
York, NY 10170

(347) 627-0058

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Washington,
D.C. 20549

    Re:
    TenX
                                            Keane Acquisition

    Amendment
    No. 5 to Registration Statement on Form S-4

    Filed
    July 11, 2024

    File
    No. 333-275506

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), TenX Keane Acquisition
(the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-275506)
filed by the Registrant on November 13, 2023, as amended by Amendment No. 1 filed on January 30, 2024, Amendment No. 2 filed on May 3,
2024, Amendment No. 3 filed on June 17, 2024, Amendment No. 4 filed on July 11, 2024, and Amendment No. 5 filed on July 11, 2024 (the
“Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to 4:30 p.m., Eastern time, on July 12, 2024, or as soon as reasonably practicable thereafter.

If
you have any questions, please feel free to contact Eric Mendelson (emendelson@cronelawgroup.com / telephone: (917) 538-1775) of The
Crone Law Group, P.C. In addition, please notify Mr. Mendelson when this request for acceleration has been granted.

    Very
    truly yours,

    TenX
    Keane Acquisition

    By:
    /s/
    Taylor Zhang

    Title:
    Chief
    Financial Officer

  cc:
  Eric Mendelson

  The Crone Law Group, P.C.

CORRESP
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    Mark
                                            Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

VIA
EDGAR

June
17, 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. 2 to Registration Statement on Form S-4

    Filed
    May 3, 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 May 17, 2024 (the “Comment Letter”), relating to the above referenced amended Registration
Statement on Form S-4, filed May 3, 2024 (the “Registration Statement”). Concurrently with the submission of this letter,
the Company is filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”).

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. 2 to Registration Statement on Form S-4

Risk
Factors and Risk Factor Summary

If
TenX is deemed to be an investment company under the Investment Company Act..., page 92

 1. We
                                            note your response to our prior comment 4 regarding the risks associated with being deemed
                                            to be an unregistered investment company. Please also state that if you are deemed to be
                                            an unregistered investment company you may be required to change your operations and that
                                            with respect to the consequences to investors any TenX Rights would expire worthless.

Response:
The Company acknowledges the Staff’s comment and has included the additional requested disclosure on page 92 of Amendment
No. 3.

United
States Securities and Exchange Commission

 June
17, 2024

Page
2

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

 2. We
                                            note that SpinCo agreed to transfer the patent rights immediately after it is commercially
                                            able to do so. Please clarify if there is an agreement in place. If so, please discuss all
                                            material terms and file such agreement as an exhibit or otherwise advise.

Response:
The Company acknowledges the Staff’s comment and has included clarifying disclosure on page 145 of Amendment No. 3.

LYMPHIR
(denileukin diftitox-cdxl)

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

 3. You
                                            make several assertions regarding the safety and efficacy of your lead candidate LYMPHIR.
                                            Please revise your disclosure to eliminate suggestions of safety and efficacy as those determinations
                                            are solely within the authority of the FDA or comparable foreign regulators. Note that you
                                            may present clinical trial end points and objective data without concluding efficacy and
                                            you may state that your product is well tolerated, if accurate. For instance, and without
                                            limitation, we note the following statements:

 ● “the
                                            primary and secondary endpoints of Study E7777-G000-302 demonstrated safety and efficacy
                                            of 9 μg/kg/day LYMPHIR...”;

 ● “per
                                            protocol, LYMPHIR was considered efficacious...”;

 ● and
                                            “FDA accepted the Study E7777-G000-302 data which demonstrated both safety and efficacy...”.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 193 and 194 of Amendment No. 3 accordingly.

Please
feel free to contact me should you require additional information at (917) 538-1775 or emendelson@cronelawgroup.com.

    THE
    CRONE LAW GROUP, P.C.

    By:
    /s/
    Eric Mendelson

    Eric
    Mendelson

United States securities and exchange commission logo
May 17, 2024
Taylor Zhang
Chief Financial Officer
TenX Keane Acquisition
420 Lexington Ave Suite 2446
New York, NY 10170
Re:TenX Keane Acquisition
Amendment No. 2 to Registration Statement on Form S-4
Filed May 3, 2024
File No. 333-275506
Dear Taylor Zhang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 13, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4
Risk Factors and Risk Factors Summary
If TenX is deemed to be an investment company under the Investment Company Act..., page 92
1.We note your response to our prior comment 4 regarding the risks associated with being
deemed to be an unregistered investment company. Please also state that if you are
deemed to be an unregistered investment company you may be required to change your
operations and that with respect to the consequences to investors any TenX Rights would
expire worthless.
The TenX Board's Discussion of Valuation and Reasons for the Approval..., page 142
2.We note that SpinCo agreed to transfer the patent rights immediately after it is
commercially able to do so. Please clarify if there is an agreement in place. If so, please
discuss all material terms and file such agreement as an exhibit or otherwise advise.

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 May 17, 2024 Page 2
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
May 17, 2024
Page 2
LYMPHIR (denileukin diftitox-cdxl)
Phase 3 Trial (E7777-G000-302) Design, page 193
3.You make several assertions regarding the safety and efficacy of your lead candidate
LYMPHIR. Please revise your disclosure to eliminate suggestions of safety and efficacy
as those determinations are solely within the authority of the FDA or comparable foreign
regulators. Note that you may present clinical trial end points and objective data without
concluding efficacy and you may state that your product is well tolerated, if accurate. For
instance, and without limitation, we note the following statements:
•"the primary and secondary endpoints of Study E7777-G000-302 demonstrated safety
and efficacy of 9 µg/kg/day LYMPHIR...";
•"per protocol, LYMPHIR was considered efficacious..."; and
•"FDA accepted the Study E7777-G000-302 data which demonstrated both safety and
efficacy...".
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tammara Fort, Esq.

CORRESP
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    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

United States securities and exchange commission logo
February 13, 2024
Taylor Zhang
Chief Financial Officer
TenX Keane Acquisition
420 Lexington Ave Suite 2446
New York, NY 10170
Re:TenX Keane Acquisition
Amendment No. 1 to Registration Statement on Form S-4
Filed January 30, 2024
File No. 333-275506
Dear Taylor Zhang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 13, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Question 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.

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 February 13, 2024 Page 2
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
February 13, 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.
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.
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.
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.
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.
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

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 February 13, 2024 Page 3
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
February 13, 2024
Page 3
two you entered into non-binding agreements with.
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.
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.
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.
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.
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.
13.Please revise your disclosure to include the substance of your response to prior comment
29.
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
events.

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 February 13, 2024 Page 4
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
February 13, 2024
Page 4
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 sheet for the authorized, issued and outstanding
shares, respectively. Apply this same comment to the equity section of each balance sheet
presented in the filing.
Citius Oncology, Inc.
Financial Statements for the Years Ended September 30, 2023 and 2022
Note 3 - Summary of Significant Accounting Policies
In-process Research and Development, page F-37
16.In your response to prior comment 44, you indicate that the license for E777 acquired
from Dr. Reddy's has alternative future use as it is currently advancing in a late-stage trial
of oncology immunotherapy for the treatment of CTCL and it also grants you the ability to
develop additional indications in Peripheral T-Cell Lymphoma (PTCL) as well as
Immuno-Oncology (I/O). Please provide us with a comprehensive analysis considering the
guidance in paragraphs 3.13 - 3.27 of the AICPA Audit & Accounting Guide, Assets
Acquired to Be Used in Research and Development Activities to support your
determination that the acquired IPR&D had alternative future use on the date which it was
acquired. Specifically address whether at the date the IPR&D was acquired you
reasonably expected that you would use it in the alternative manner, whether you
anticipated economic benefit from such alternative use, and whether use of the IPR&D in
the alternative manner was contingent on further development.
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tammara Fort, Esq.

CORRESP
1
filename1.htm

    Mark
                                            Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

VIA
EDGAR

January
30, 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

    Registration
    Statement on Form S-4

    Filed
    November 13, 2023

    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 December 13, 2023 (the “Comment Letter”), relating to the above referenced Registration Statement
on Form S-4, filed November 13, 2023 (the “Registration Statement”). Concurrently with the submission of this letter, the
Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

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.

Registration
Statement on Form S-4

Cover
Page

 1. We
                                            note your disclosure that after the completion of the Business Combination, Citius Pharma
                                            will control a majority of the voting power and therefore New Citius Oncology will be a controlled
                                            company. Please also revise the cover page to include Citius Pharma’s ownership percentage.

Response:
In response to the Staff’s comment, the disclosure on the cover page of Amendment No. 1 has been revised to include Citius
Pharma’s ownership percentage after the completion of the Business Combination.

United
States Securities and Exchange Commission

January
30, 2024

Page
2

Questions
and Answers

Q:
What equity stake will current TenX Shareholders and SpinCo stockholders hold in New Citius Oncology immediately after..., page 16

 2. 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 on page 16 of Amendment No.
1.

How
does the Sponsor intend to vote its shares?, page 26

 3. We
                                            note the disclosure on page 26 indicating that the Sponsor may purchase TenX Ordinary Shares,
                                            TenX Units or TenX Rights in privately negotiated transactions or in the open market either
                                            prior to or following the Business Combination and that the Sponsor intends to vote such
                                            shares in favor of the Business Combination. Please provide your analysis on how such purchases
                                            will comply with Rule 14e-5. To the extent that you are relying on Tender Offer Compliance
                                            and Disclosure Interpretation 166.01 (March 22, 2022), please provide an analysis regarding
                                            how it applies to your circumstances.

Response:
The Company acknowledges the Staff’s comment and advises that, to the extent that Rule 14e-5 applies, any such purchases by
the Sponsor or its affiliates will comply with the conditions set forth in Tender Offer Compliance and Disclosure Interpretation 166.01,
as follows:

 ● the
                                            Registration Statement filed for the business combination discloses the possibility that
                                            the Sponsor or its affiliates may purchase the Company’s securities outside the redemption
                                            process, along with the purpose of such purchases;

 ● the
                                            Sponsor or its affiliates will purchase such securities at a price no higher than the price
                                            offered through the Company’s redemption process;

 ● the
                                            Registration Statement filed for the Business Combination includes a representation that
                                            any such securities purchased by the Sponsor or its affiliates would not be voted in favor
                                            of approving the Business Combination;

 ● the
                                            Sponsor and its affiliates do not possess any redemption rights with respect to the Company’s
                                            securities or, if they possess redemption rights, they have waived such rights; and

 ● the
                                            Company will disclose in a Form 8-K, before to the Company’s security holder meeting
                                            to approve the Business Combination, the following material items:

 ○ the
                                            amount of the Company’s securities purchased outside of the redemption offer by the
                                            Sponsor or its affiliates, along with the purchase price;

 ○ the
                                            purpose of the purchases by the Sponsor or its affiliates;

United
States Securities and Exchange Commission

January
30, 2024

Page
3

 ○ the
                                            impact, if any, of the purchases by the Sponsor or its affiliates on the likelihood that
                                            the Business Combination will be approved;

 ○ the
                                            identities of Company security holders who sold to the Sponsor or its affiliates (if not
                                            purchased on the open market) or the nature of Company security holders (e.g., 5% security
                                            holders) who sold to the Sponsor or its affiliates; and

 ○ the
                                            number of Company securities for which the Company has received redemption requests pursuant
                                            to its redemption offer.

The
Company has made conforming revisions on pages 27, 45, 85 and 149 of Amendment No. 1.

Summary
of the Proxy Statement/Prospectus, page 30

 4. Please
                                            revise the Summary to include an organizational chart depicting the parties to the transaction
                                            both prior to and after the Domestication and Business Combination.

Response:
In response to the Staff’s comment, the Company has added an organizational chart on pages 32 and 33 of Amendment
No. 1 depicting the parties to the transaction, both prior to and after the Domestication and Business Combination.

SpinCo,
page 31

 5. We
                                            note your disclosure that on July 28, 2023, the FDA issued a complete response letter regarding
                                            your BLA. We also note your disclosure that “[t]he FDA has required SpinCo to incorporate
                                            enhanced product testing, and additional controls agreed to with the FDA during the market
                                            application review.” Please provide further details regarding the underlying issues
                                            outlined in the FDA’s complete response letter. Additionally, please provide further
                                            details about the “enhanced product testing” and “additional controls”
                                            that were agreed to with the FDA.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 32 of Amendment No. 1 accordingly.

Amended
& Restated Shared Services Agreement, page 35

 6. We
                                            note your disclosure that “the fees for each of the services are set forth in the A&R
                                            Shared Services Agreement as a quarterly fee[.]” Please disclose the quarterly fee
                                            here.

Response:
The Company acknowledges the Staff’s comment and advises that the quarterly fee is $941,267.58, which is for services related
for personnel and office space.

Interests
of TenX’s Directors and Executive Officers in the Business Combination, page 40

 7. Please
                                            disclose the Sponsor and its affiliates’ total potential ownership interest in the
                                            combined company, assuming the exercise and conversion of all securities.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 44 of Amendment No. 1 to include
the Sponsor and its affiliates’ total potential ownership interest in the combined company, assuming the exercise and conversion
of all securities.

United
States Securities and Exchange Commission

January
30, 2024

Page
4

Unaudited
Pro Forma Condensed Combined Financial Information

General,
page 49

 8. Please
                                            revise to clarify the financial statement periods included in your pro forma Statements of
                                            Operations and how such information was derived. In this respect, it appears that given the
                                            difference in fiscal year-ends between the registrant and SpinCo, certain adjustments were
                                            made to the historical financial statements of SpinCo to conform to the annual and interim
                                            periods presented by the registrant. Refer to Article 11-02(c)(3) of Regulation S-X. Please
                                            also clarify whether the combined company will adopt December 31st as its new fiscal year-end.

Response:
The Company acknowledges the Staff’s comment and advises that the Company has amended the disclosure set forth on pages 50
through 58 to include the following information:

The
pro forma statement of operations for SpinCo for the nine months ended September 30, 2023 was prepared by subtracting the results of
operations for SpinCo for the three months ended December 31, 2022 from the statement of operations for SpinCo for the year ended September
30, 2023. The pro forma statement of operations for SpinCo for the year ended December 31, 2022 was prepared by adding the results of
operations for the three months ended December 31, 2022 to the statement of operations for SpinCo for the year ended September 30, 2022
(SpinCo did not begin operations until April 1, 2022.)

The
Combined Company will adopt September 30 as its fiscal year-end.

Risk
Factors

Risks
Related to SpinCo’s Business and its Industry

SpinCo
relies exclusively on third parties to formulate and manufacture its product candidates, page 70

 9. We
                                            note your disclosure that one of the contract manufacturers for LYMPHIR is foreign. Please
                                            disclose where this manufacturer is located.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 72 of Amendment No. 1 to include
that the manufacturer for the finished drug product is located in Italy.

The
Combined Company’s Proposed Certificate of Incorporation will provide that the Court..., page 98

 10. Please
                                            revise your risk factor to disclose that there is also a risk that your exclusive forum provision
                                            may result in increased costs for investors to bring a claim in the chosen forum.

Response:
The Company acknowledges the Staff’s comment and has revised the risk factor on page 99 of Amendment No. 1 to include
the risk that the exclusive forum provision may result in increased costs for investors to bring a claim in the chosen forum.

United
States Securities and Exchange Commission

January
30, 2024

Page
5

Proposal
No. 1 - The Business Combination Proposal Summary of the Merger Agreement

Fees
and Expenses, page 129

 11. We
                                            note your disclosure that the Sponsor has agreed to pay any transaction expenses of “Parent”
                                            in excess of $500,000. Please revise your disclosure here to clarify, if true, that “Parent”
                                            refers to Citius Pharma.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 130 of Amendment No. 1 to clarify
that the Sponsor has agreed to pay any transaction expenses of TenX Keane Acquisition in excess of $500,000.

Amended
&Restated Registration Rights Agreement, page 130

 12. Please
                                            revise here and throughout, as appropriate, to disclose how many shares will be covered by
                                            the Amended & Restated Registration Rights Agreement.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 36 and 131 of Amendment No.1 to
disclose the number of shares of New Citius Oncology that will be covered by the Amended & Restated Registration Rights
Agreement.

Sponsor
Support Agreement, page 130

 13. We
                                            note that the Sponsor agreed to waive its redemption rights. Please describe any consideration
                                            provided in exchange for this agreement.

Response:
The Company acknowledges the Staff’s comment and advises that the Sponsor received no consideration in connection with its
agreement to waive its redemption rights. The decision to waive its redemption rights was made by the Sponsor to demonstrate its commitment
to the Business Combination and is consistent with market practices.

Background
of the Business Combination, page 131

 14. Please
                                            disclose here whether the Sponsor, management, or any affiliates of TenX have a track record
                                            with SPACs. If so, please provide disclosure about this record and the outcomes of those
                                            prior transactions.

Response:
The Company acknowledges the Staff’s comment and advises that, although the Sponsor and the Company’s management and
board members collectively have experience in mergers and acquisitions, capital markets and securities laws, they do not have a specific
track record with SPACs.

 15. We
                                            note that you reviewed approximately 15 potential targets, eight of which were eliminated,
                                            leading you to engage in detailed discussions with seven potential combination targets. Furth

United States securities and exchange commission logo
January 19, 2024
Taylor Zhang
Chief Financial Officer
TenX Keane Acquisition
420 Lexington Ave Suite 2446
New York, NY 10170
Re:TenX Keane Acquisition
Schedule 14A Preliminary Proxy Statement
Filed December 28, 2023
File No. 001-41534
Dear Taylor Zhang:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tammara Fort, Esq.

United States securities and exchange commission logo
December 13, 2023
Taylor Zhang
Chief Financial Officer
TenX Keane Acquisition
420 Lexington Ave Suite 2446
New York, NY 10170
Re:TenX Keane Acquisition
Registration Statement on Form S-4
Filed November 13, 2023
File No. 333-275506
Dear Taylor Zhang:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.We note your disclosure that after the completion of the Business Combination, Citius
Pharma will control a majority of the voting power and therefore New Citius Oncology
will be a controlled company. Please also revise the cover page to include Citius Pharma's
ownership percentage.
Questions and Answers
Q: What equity stake will current TenX Shareholders and SpinCo stockholders hold in New
Citius Oncology immediately after..., page 16
2.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

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 December 13, 2023 Page 2
 FirstName LastNameTaylor Zhang
TenX Keane Acquisition
December 13, 2023
Page 2
analysis, including any needed assumptions.
How does the Sponsor intend to vote its shares?, page 26
3.We note the disclosure on page 26 indicating that the Sponsor may purchase TenX
Ordinary Shares, TenX Units or TenX Rights in privately negotiated transactions or in the
open market either prior to or following the Business Combination and that the Sponsor
intends to vote such shares in favor of the Business Combination. Please provide your
analysis on how such purchases will comply with Rule 14e-5. To the extent that you are
relying on Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22,
2022), please provide an analysis regarding how it applies to your circumstances.

Summary of the Proxy Statement/Prospectus, page 30
4.Please revise the Summary to include an organizational chart depicting the parties to the
transaction both prior to and after the Domestication and Business Combination.
SpinCo, page 31
5.We note your disclosure that on July 28, 2023, the FDA issued a complete response letter
regarding your BLA. We also note your disclosure that "[t]he FDA has required SpinCo to
incorporate enhanced product testing, and additional controls agreed to with the FDA
during the market application review." Please provide further details regarding the
underlying issues outlined in the FDA's complete response letter. Additionally, please
provide further details about the "enhanced product testing" and "additional controls" that
were agreed to with the FDA.
Amended & Restated Shared Services Agreement, page 35
6.We note your disclosure that "the fees for each of the services are set forth in the A&R
Shared Services Agreement as a quarterly fee[.]" Please disclose the quarterly fee here.
Interests of TenX's Directors and Executive Officers in the Business Combination, page 40
7.Please disclose the Sponsor and its affiliates' total potential ownership interest in the
combined company, assuming the exercise and conversion of all securities.
Unaudited Pro Forma Condensed Combined Financial Information
General, page 49
8.Please revise to clarify the financial statement periods included in your pro forma
Statements of Operations and how such information was derived. In this respect, it
appears that given the difference in fiscal year-ends between the registrant and SpinCo,
certain adjustments were made to the historical financial statements of SpinCo to conform
to the annual and interim periods presented by the registrant. Refer to Article 11-02(c)(3)
of Regulation S-X. Please also clarify whether the combined company will adopt

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 December 13, 2023 Page 3
 FirstName LastNameTaylor Zhang
TenX Keane Acquisition
December 13, 2023
Page 3
December 31st as its new fiscal year-end.
Risk Factors
Risks Related to SpinCo's Business and its Industry
SpinCo relies exclusively on third parties to formulate and manufacture its product candidates,
page 70
9.We note your disclosure that one of the contract manufacturers for LYMPHIR is foreign.
Please disclose where this manufacturer is located.
The Combined Company's Proposed Certificate of Incorporation will provide that the Court...,
page 98
10. Please revise your risk factor to disclose that there is also a risk that
your exclusive forum provision may result in increased costs for investors to bring a claim
in the chosen forum.
Proposal No. 1 - The Business Combination Proposal
Summary of the Merger Agreement
Fees and Expenses, page 129
11.We note your disclosure that the Sponsor has agreed to pay any transaction expenses of
"Parent" in excess of $500,000. Please revise your disclosure here to clarify, if true, that
"Parent" refers to Citius Pharma.
Amended & Restated Registration Rights Agreement, page 130
12.Please revise here and throughout, as appropriate, to disclose how many shares will be
covered by the Amended & Restated Registration Rights Agreement.
Sponsor Support Agreement, page 130
13.We note that the Sponsor agreed to waive its redemption rights. Please describe any
consideration provided in exchange for this agreement.
Background of the Business Combination, page 131
14.Please disclose here whether the Sponsor, management, or any affiliates of TenX have a
track record with SPACs. If so, please provide disclosure about this record and the
outcomes of those prior transactions.
15.We note that you reviewed approximately 15 potential targets, eight of which were
eliminated, leading you to engage in detailed discussions with seven potential
combination targets. Further, you signed non-disclosure agreements with five potential
targets and entered into non-binding letters of intent with two companies. Please expand
this section to discuss how these targets were identified, which industries they were in,
when these discussions took place and what criteria was used to eliminate certain

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 December 13, 2023 Page 4
 FirstName LastNameTaylor Zhang
TenX Keane Acquisition
December 13, 2023
Page 4
companies.
16.We note that you entered into two non-binding letters of intent with two companies.
Please provide a general description of the two potential targets. Additionally, we note
that you allowed the exclusive period of negotiations with respect to these two parties to
terminate in early February 2023 and April 2023. Please revise your disclosure to specify
why these companies did not represent attractive targets, explain the nature of the
difference in valuation expectations, and provide further context regarding one of the
potential target's unwillingness to engage with you given conflicting business objectives.
17.We note your disclosure that in May 2022, Citius Pharma announced that it "intended to
split its assets into two separate publicly traded entities." Please revise your disclosure in
this section to explain whether Citius Pharma considered any transaction structures aside
from a SPAC business combination in order to effectuate the "split of its assets into two
separate publicly traded entities." If so, please explain why Citius Pharma elected to
pursue a SPAC business combination as opposed to an alternative transaction structure.
18.We note that TenX was made aware of SpinCo through Maxim on April 25, 2023 and that
a letter of intent was signed in May 2023. Please disclose if during this time TenX was in
discussions with any other companies.
19.We note that on May 6, 2023, Citius Pharma sent to Ten X an initial draft of the LOI, on
May 6 and 7, 2023 Maxim worked on a possible valuation of SpinCo, on May 8, 2023
TenX provided overall comments on the scope of the draft, and on May 9, 2023 a revised
LOI was provided to TenX and on the same day Citius Pharma, SpinCo, and TenX
negotiated the draft LOI. Please include a discussion as to how the material terms and
consideration evolved during the negotiations.
20.We note your disclosure that on June 1, 2023, Citius Pharma and SpinCo "confirmed that
a full spin-off of SpinCo from Citius Pharma prior to closing of the proposed transaction
would not take place." Please explain what is meant by "full spin-off" in this instance and
please also explain why and how it was confirmed that a "full spin-off" would not take
place prior to closing.
21.Please disclose how the provision of the Merger Agreement that permits Citius Pharma to
seek an alternative transaction to the Business Combination was negotiated.
Opinion of Revere Securities, page 136
22.Please disclose whether any companies that met the comparable selection criteria were
excluded from the analyses. If so, please explain why.
23.Please explain why Revere reviewed the values of the companies set forth in the
Comparable Public Company Analysis as of October 8, 2023.
24.You state that "[t]he estimates of the future performance of New Citius Oncology in or
underlying Revere Securities’ analyses are not necessarily indicative of actual values or

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 December 13, 2023 Page 5
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
December 13, 2023
Page 5
actual future results[.]" Please clarify if Revere relied on any financial projections in
analyzing the transaction and rendering the opinion.
Fees and Expenses, page 140
25.Please disclose here the fees that Revere will receive upon completion of the Business
Combination.
The TenX Board's Discussion of Valuation and Reasons for the Approval..., page 140
26.You state on page 143 that the TenX Board also considered that the initial TenX
Shareholders, including TenX directors and executive officers, have interests in the
Business Combination as individuals that are in addition to, and may be different from,
the interests of TenX Shareholders generally. You also state that Revere "reviewed and
considered these interests in its fairness opinion delivered to the TenX Board[.]" Please
clarify, if true, that Revere reached an opinion regarding only the merger consideration
and, although Revere may have considered the initial TenX Shareholders' interests, it did
not reach a conclusion as to the fairness of those interests.
27.Please revise your disclosure in this section to explain whether the TenX Board
considered any potential risks associated with SpinCo holding an exclusive license for its
lead drug candidate as opposed to owning the patent rights to that candidate.
28.We note your disclosure that the TenX Board determined that "SpinCo's clinical data for
LYMPHIR is significant and likely to be approved by the FDA." Please remove the
statement that SpinCo's clinical data is "likely to be approved by the FDA[,]" as such a
determination is not within the control of the company.
Information About the SpinCo Business
Phase 3 Trial (E7777-G000-302) Design, page 191
29.We note your disclosure that "no new safety signals were identified compared to
ONTAK." Please note that you do not have a basis to compare your candidate to other
products or third-party product candidates unless you have conducted head-to-head trials.
Please revise your registration statement accordingly, or advise.
30.We note your disclosure of your Phase III trial design and results. Please expand your
disclosure to discuss when the Phase III trial was conducted or commenced, the duration
of the trial, who conducted the trial, where it was conducted, any primary or secondary
endpoints and whether they were met.
31.We note your table listing the adverse reactions in patients with relapsed or refractory
stage I-III CTCL who received LYMPHIR. Please include a short description of the
different grades identified.

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 December 13, 2023 Page 6
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
December 13, 2023
Page 6
Investigator Initiated Trials, page 193
32.We note that you initiated a Phase I trial in June 2021 at the University of Minnesota,
Masonic Cancer Center and initiated a second Phase I study in September 2022 at the
University of Pittsburg Medical Center, Hillman Cancer Center. Given the passage of
time, please include a description of the current status of each study and whether each is
currently ongoing.
LYMPHIR License Agreement, page 195
33.Please clarify here and elsewhere as appropriate, if true, that Eisai owns the intellectual
property rights of the LYMPHIR product and that SpinCo is an exclusive licensee of that
intellectual property.
34.We note your disclosure that the exclusive license with Eisai includes the rights to
develop and commercialize LYMPHIR "in all markets except for Japan and certain parts
of Asia." Please specify the "certain parts of Asia" that are excluded from this agreement.
Obligations to Dr. Reddy's under the License Agreement, page 196
35.We note your description of the obligations to Dr. Reddy's under the License Agreement.
Please revise to include a description of all the material terms of the agreement including a
description of each party's rights and obligations and the termination provisions.
36.We note your disclosure that pursuant to the License Agreement, SpinCo will be obligated
to pay on a fiscal quarter basis tiered royalties equal to "low double-digit percentages of
net product sales." Please revise this disclosure to specify a percentage rate or range that
does not exceed ten percentage points.
LYMPHIR Patents, page 197
37.We note your disclosure that Citius Pharma acquired and later transferred to SpinCo
two method of use patents. Please include the expected expiration dates of each issued
patent and applicable jurisdictions for the international patent.
Regulation
U.S. Government Regulation, page 197
38.We note your discussion of the FDA process that must be completed in order to be able to
market your product candidate in the U.S. In each step listed, please expand your
discussion to include more detail to properly reflect what each step consists of so that
investors can understand and make informed decisions based on the current status of your
products.

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 December 13, 2023 Page 7
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
December 13, 2023
Page 7
Management of New Citius Oncology After Business Combination
Executive Officers, page 207
39.We note your descriptions of each executive officer and director. Please revise to describe
the business experience during the past five years of each executive officer and director.
In this regard, we note that the discussion of Jaime Bartushak and Myron S. Czuczman do
not cover this period. Refer to Item 401(e) of Regulation S-K for guidance.
Report of Independent Registered Public Accounting Firm, page F-2
40.Please have Marcum LLP revise and reissue their audit report to identify the name of the
company whose financial statements were audited. Refer to PCAOB Auditing Standard
(AS) 3101.08a.
Citius Acquisition Corp
Financial Statements for the Year Ended September 30, 2022
Balance Sheet, page

CORRESP
1
filename1.htm

Maxim
Group LLC

300
Park Avenue

New
York, NY 10174

October
11, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Jennifer Monick

Re:
TenX Keane Acquisition

Registration
Statement on Form S-1, as amended

File
No. 333- 256271

Dear
Ms. Monick:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed public offering of securities of TenX Keane Acquisition (the “Company”), hereby join the Company’s
request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared
effective at 5:00 p.m., Eastern Time, on October 13, 2022, or as soon thereafter as possible.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/
    Clifford Teller

    Name:
    Clifford
    Teller

    Title:
    President

CORRESP
1
filename1.htm

TenX
Keane Acquisition

420
Lexington Avenue, Suite 2446

New
York, NY 10170

October
11, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

  Attention:
  Jennifer Monick

  Mary Beth
  Breslin

    Re:
    TenX Keane Acquisition

    Registration Statement on Form S-1, as amended

    Filed May 19, 2021

    File No. 333-256271

Dear
Ms. Monick:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, TenX Keane Acquisition hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on October 13, 2022, or as soon as
practicable thereafter.

    Very truly yours,

    /s/
    Xiaofeng Yuan

    Xiaofeng Yuan

    Chief Executive Officer

    cc:
    The Crone Law Group P.C.

    Lucosky Brookman, LLP

CORRESP
1
filename1.htm

July
29, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Jennifer
    Monick

    Bob
    Telewicz

    Mary
    Beth Breslin

    Re:
    TenX
    Keane Acquisition

    Amendment
    No. 6 to Registration Statement on Form S-1

    Filed
    May 24, 2022

    File
    No. 333-256271

Dear
Ms. Monick:

On
behalf of TenX Keane Acquisition, a Cayman Islands company (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) Amendment No. 7 to Registration Statement on Form S-1 (the “Amended S-1”) in response
to the comments of the staff (the “Staff”), dated July 26, 2022, with reference to the Company’s Registration Statement
on Form S-1 filed with the Commission on May 24, 2022.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

Amendment
No. 6 to Registration Statement on Form S-1

General

1.
With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.
If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination.
For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company
should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States
(CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial
business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision
to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose
the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation
in the combined company, and the warrants, which would expire worthless.

Response:
In response to the Staff’s comment, the Company has included the following risk factor disclosure on pages 23 and 25 of the
Amended S-1 and related disclosure on the cover page of the Amended S-1:

The
fact that our sponsor is controlled by, and has substantial ties with, a non-U.S. person could impact our ability to complete our initial
business combination.

Our
sponsor, 10XYZ Holdings, LP, a Delaware limited partnership, is controlled by its general partner, 10XYZ Management LLC, a Delaware limited
liability company. 10XYZ Management LLC’s managing members are Xiaofeng Yuan, a non-U.S. person, and Dahe Zhang, a U.S. lawful
permanent resident, i.e., green card holder, and U.S. resident. We may not be able to complete an initial business combination with a
U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S.
government entity, such as the Committee on Foreign Investment in the United States (CFIUS), and ultimately prohibited. As a result,
the pool of potential targets with which we could complete an initial business combination may be limited and the time necessary for
government review of the transaction or a decision to prohibit the transaction could prevent us from completing an initial business combination
and require us to liquidate. If we liquidate, the investors will lose any potential investment opportunity in a target company and the
chance of realizing future gains on investment through any price appreciation in the combined company, and the rights will expire worthless.
For the consequences of liquidation, please see the risk factors titled “Because of our limited resources and the significant
competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If
we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share,
or less in certain circumstances, on our redemption, and our rights will expire worthless.” and “If we are unable to consummate
our initial business combination within 12 months of the closing of this offering (or up to 21 months from the closing of this offering
if we extend the period of time to consummate a business combination by the full amount of time), our public shareholders may be forced
to wait beyond such 12 months (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business
combination by the full amount of time) before redemption from our trust account.”

    1

Cover
Page

2.
Given the significant ties that a majority of your officers and directors have to China, please provide prominent disclosure about the
legal and operational risks associated with this fact. Your disclosure should make clear whether these risks could result in a material
change in your search for a target company.

Response:
In response to the Staff’s comment, the Company has included the following disclosure on the cover page and related risk factor
disclosures on pages 23 and 25 of the Amended S-1:

Due
to our Chief Executive Officer and Chairman being located in China and a majority of our officers and directors having significant ties
to China (including Hong Kong), not being able to target a business in China may make it more difficult to find an attractive target
company outside of China, and we may be a less attractive partner to non-PRC or non-Hong Kong based target companies. Therefore, this
may make it more difficult for us to complete an initial business combination with a target company within 12 months from the closing
of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination
by the full amount of time, as described in more detail in this prospectus). Because we are a Cayman Islands company, our offices are
in the United States, we will not acquire a business in China (including Hong Kong and Macau), and we do not operate in China, we believe
that we are not subject to Chinese regulations, such as regulations implemented by the China Securities Regulatory Commission or Cyberspace
Administration of China. However, the relationships of our officers and directors to China could influence the types of targets that
they select or result in a material change in our search for a target company to acquire due to changes in laws or regulations in China,
which could result in materially adversely affecting our business, financial condition, results of operations, reputation and prospects,
as well as the trading price of our securities or the continued listing on a U.S. stock exchange.

Prospectus
Summary, page 1

3.
In your summary of risk factors, disclose the risk that having a majority of your officers and directors with significant ties to China
poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the
more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China,
including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little
advance notice, and the risk that the Chinese government may intervene or influence your search for a target company or completion of
your initial business combination at any time, which could result in a material change in your operations and/or the value of the securities
you are registering for sale.

    2

Response:
In response to the Staff’s comment, the Company has included the following disclosure in the summary of risk factors on page
23 of the Amended S-1:

Since
a majority of our directors and officers have significant ties to China, the Chinese government may have potential oversight and discretion
over the conduct of our directors’ and officers’ search for a target company. The Chinese government may intervene or influence
our operations at any time through the directors and officers who have significant ties in China, which could result in a material change
in our search for a target business and/or the value of the securities we are offering. Changes in the policies, regulations, rules,
and the enforcement of laws of the PRC government may be adopted quickly with little advance notice and could have a significant impact
upon our ability to operate.

4.
Disclose each permission or approval that your officers and directors are required to obtain from Chinese authorities to search for a
target company. State whether your officers and directors are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency, and state affirmatively whether the officers
and directors have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please
also describe the consequences to you and your investors if 
your officers and directors: (i) do not receive or maintain such permissions
or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations,
or interpretations change and you or your officers and directors are required to obtain such permissions or approvals in the future.

Response:
In response to the Staff’s comment, the Company has included the following disclosure on pages 5 and 74 of the Amended S-1:

Permission
Required from the Chinese Authorities for this Offering and a Business Combination

Although
our offices are located in United States, a majority of our directors and officers have significant ties to China. As a result, our directors
and officers who have significant ties to China may be subject to certain risks relating to regulatory oversight by the PRC government.
In particular, changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be adopted quickly
with little advance notice. The Chinese government may also intervene or influence our search for a target business or the completion
of an initial business combination at any time through our directors and officers who have significant ties to China. This could significantly
and negatively impact our search for a target business and/or the value of the securities we are offering for sale.

As
a Cayman Islands company with no operations or subsidiaries in China and expected to conduct a target search outside of China, we are
not required to obtain permission from any Chinese authorities to operate or to issue the securities being issued in this offering to
any investors, including Chinese investors, if any, nor have we been contacted by any Chinese authorities in connection with our operations
or this offering, and we do not expect that permission will be required from the Chinese authorities in the future in connection with
our business combination since we will not undertake our initial business combination with any entity that is based in, located in or
with its principal business operations in China (including Hong Kong and Macau).

Accordingly,
as of the date of this prospectus, we have not applied or received any permission or approvals for this offering. If applicable laws,
regulations, or interpretations change and require us and/or our directors and officers to obtain such permissions or approvals in the
future, these regulatory agencies (a) may impose fines and penalties on our officers and directors and (b) may also take actions requiring
our directors and officers, or making it advisable for directors and officers, to terminate this offering before settlement and delivery
of our units or delay our potential business combination and therefore, we may have to liquidate the funds held in the trust account
(in which case our rights may be worthless). Any uncertainties and/or negative publicity regarding such an approval requirement could
have a material adverse effect on the trading price of our securities.

    3

Risk
Factors, page 25

5.
Given the Chinese government’s significant oversight and discretion over the conduct of your directors’ and officers’
search for a target company, please revise to highlight separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your operations search and/or the value of the securities you are
registering.

Response:
In response to the Staff’s comment, the Company has included the following risk factor disclosure on page 25 of the Amended
S-1:

Since
a majority of our directors and officers have significant ties to China, the Chinese government may have potential oversight and discretion
over the conduct of our directors’ and officers’ search for a target company. The Chinese government may intervene or influence
our operations at any time through our directors and officers who have significant ties in China, which could result in a material change
in our search for a target business and/or the value of the securities we are offering. Changes in the policies, regulations, rules,
and the enforcement of laws of the PRC government may be adopted quickly with little advance notice and could have a significant impact
upon our ability to operate.

Although
our offices are located in the United States, a majority of our directors and officers have significant ties to China. We may be subject
to certain risks relating to regulatory oversight by the PRC government. This may significantly limit our ability to search for candidates
for our initial business combination. In particular, changes in the policies, regulations, rules, and the enforcement of laws of the
PRC government may be adopted quickly with little advance notice. The Chinese government may also intervene or influence our search for
a target business or the completion of an initial business combination at any time through our directors and officers who have significant
ties to China. This could significantly and negatively impact our search for a target business and/or the value of the securities we
are offering for sale. Based on our understanding of the current PRC laws and regulations, our company is not required to obtain any
prior permission from any PRC governmental authorities for this offering. Accordingly, as of the date of this prospectus, we have not
applied or received any permission or approvals for this offering and our search for an initial business combination target company post
offering. If applicable laws, regulations, or interpretations change and require us and/or our directors and officers to obtain such
permissions or approvals in the future, Chinese regulatory agencies (a) may impose fines and penalties on our officers and directors
and (b) may also take actions requiring our directors and officers, or making it advisable for our directors and officers, to terminate
this offering before settlement and delivery of our units or delay our potential business combination and therefore, we may have to liquidate
the funds held in the trust account (in which case our rights may be worthless). Any uncertainties and/or negative publicity regarding
such an approval requirement could result in materially adversely affecting our business, financial condition, results of operations,
reputation and prospects, as well as the trading price of our securities or the continued listing on a U.S. stock exchange.

    4

6.
In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, pl

United States securities and exchange commission logo
July 26, 2022
Taylor Zhang
Chief Executive Officer
TenX Keane Acquisition
500 Fifth Avenue, Suite 938
New York, NY 10110
Re:TenX Keane Acquisition
Amendment No. 6 to Registration Statement on Form S-1
Filed May 24, 2022
File No. 333-256271
Dear Mr. Zhang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 6 to Registration Statement on Form S-1 filed May 24, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a target company should the transaction be
subject to review by a U.S. government entity, such as the Committee on Foreign
Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a
result, the pool of potential targets with which you could complete an initial business
combination may be limited.  Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 July 26, 2022 Page 2
 FirstName LastNameTaylor Zhang
TenX Keane Acquisition
July 26, 2022
Page 2
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
Cover Page
2.Given the significant ties that a majority of your officers and directors have to China,
please provide prominent disclosure about the legal and operational risks associated with
this fact.  Your disclosure should make clear whether these risks could result in a material
change in your search for a target company.
Prospectus Summary, page 1
3.In your summary of risk factors, disclose the risk that having a majority of your officers
and directors with significant ties to China poses to investors.  In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the more
detailed discussion of these risks in the prospectus.  For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice, and the risk that the Chinese government may intervene or influence your
search for a target company or completion of your initial business combination at any
time, which could result in a material change in your operations and/or the value of the
securities you are registering for sale.
4.Disclose each permission or approval that your officers and directors are required to
obtain from Chinese authorities to search for a target company. State whether your
officers and directors  are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency, and state affirmatively whether the officers and directors have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied.  Please also describe the consequences to you and your investors if
 your officers and directors: (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you or your officers and
directors are required to obtain such permissions or approvals in the future.
Risk Factors, page 25
5.Given the Chinese government’s significant oversight and discretion over the conduct of
your directors’ and officers’ search for a target company, please revise to highlight
separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your operations search
and/or the value of the securities you are registering.
6.In light of recent events indicating greater oversight by the Cyberspace Administration of

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 July 26, 2022 Page 3
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
July 26, 2022
Page 3
China (CAC) over data security, please revise your disclosure to explain how this
oversight impacts your officers and directors and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.
If we seek shareholder approval of our initial business combination, our sponsor, directors,
officers, advisors and their affiliates..., page 29
7.We note disclosure that your sponsor, officers, directors and affiliates may purchase
shares from public stockholders for the purpose of voting those shares in favor of a
proposed business combination, thereby increasing the likelihood of the completion of the
combination. Please explain how such purchases would comply with the requirements of
Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules
Compliance and Disclosure Interpretation 166.01 for guidance.
Financial Statements of TenX Keane Acquisition, page F-1
8.We note you have included interim financial statements for the period from January 1,
2022 to March 31, 2022.  Please revise your filing to include a statement of operations, a
statement of changes in shareholders' deficit, and a statement of cash flows for the
comparable period of the preceding fiscal year (i.e. March 1, 2021 to March 31, 2021).
Please refer to Rule 8-03 of Regulation S-X.
            You may contact Jennifer Monick at 202-551-3295 or Bob Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters. Please
contact Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Liang Shih

CORRESP
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TenX
Keane Acquisition

500
Fifth Avenue, Suite 938

New
York, NY 10110

May
12, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Jennifer
    Monick

    Mary
    Beth Breslin

    Re:
    TenX Keane Acquisition

    Registration Statement on Form S-1, as amended

    Filed May 19, 2021

    File No. 333-256271

Dear
Ms. Monick:

Reference
is made to our letter, filed as correspondence via EDGAR on May 11, 2022, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Friday, May 13, 2022, at 9:00 a.m. Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    /s/
    Xiaofeng Yuan

    Xiaofeng Yuan

    Chief Executive Officer

    cc:
    The
    Crone Law Group P.C.

    Lucosky
    Brookman, LLP

CORRESP
1
filename1.htm

Maxim
Group LLC

300 Park Avenue

New York, NY 10174

May
12, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jennifer Monick

   Mary
Beth Breslin

    Re:
    TenX
    Keane Acquisition

    Registration
    Statement on Form S-1, as amended

    Filed
    May 19, 2021

    File
    No. 333-256271

Dear
Ms. Monick:

Reference
is made to our letter, filed as correspondence via EDGAR on May 11, 2022, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Friday, May 13, 2022, at 9:00 a.m. Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the effective date.

    Very
    truly yours,

    /s/
    Clifford Teller

    Clifford
    Teller

    Co-President

    cc:
    The
    Crone Law Group P.C.

    TenX
    Keane Acquisition

CORRESP
1
filename1.htm

TenX
Keane Acquisition

500
Fifth Avenue, Suite 938

New
York, NY 10110

May
11, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jennifer Monick

    Re:
    TenX
    Keane Acquisition

    Registration
    Statement on Form S-1, as amended

    Filed
    May 19, 2021

    File
    No. 333-256271

Dear
Ms. Monick:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, TenX Keane Acquisition hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 9:00 a.m. Eastern Time on May 13, 2022, or as soon as practicable
thereafter.

    Very
    truly yours,

    /s/
    Xiaofeng Yuan

    Xiaofeng
    Yuan

    Chief
    Executive Officer

    cc:
    The
    Crone Law Group P.C.

    Lucosky
    Brookman, LLP

CORRESP
1
filename1.htm

Maxim
Group LLC

300 Park Avenue

New York, NY 10174

May
11, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Jennifer Monick

Re:
TenX Keane Acquisition

Registration
Statement on Form S-1, as amended

File
No. 333- 256271

Dear
Ms. Monick:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed public offering of securities of TenX Keane Acquisition (the “Company”), hereby join the Company’s
request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared
effective at 9:00 a.m., Eastern Time, on May 13, 2022, or as soon thereafter as possible.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    Maxim
    Group LLC

    By:

    /s/
    Clifford Teller

    Name:

    Clifford
    Teller

    Title:
     Co-President

CORRESP
1
filename1.htm

TenX
Keane Acquisition

500
Fifth Avenue, Suite 938

New
York, NY 10110

VIA
EDGAR

March
8, 2022

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attn:
Howard Efron

    Re:

    TenX
    Keane Acquisition

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    August 20, 2021

    File
    No. 333-256271

Dear
Mr. Efron:

TenX
Keane Acquisition (the “Company,” “we,” “our” or “us”) hereby
transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), on September 13, 2021, regarding the above-referenced Amendment No. 2 to Registration
Statement on Form S-1 (the “Registration Statement”) filed with the Commission on August 20, 2021.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in the Amendment No. 3 to the Registration
Statement (“Amendment No. 3”), which is being filed to the Commission contemporaneously with the submission of this
letter. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.

Amendment
No. 2 to Form S-1 filed on August 20, 2021

Cover
Page

    1.
    We
    note that your principal executive offices are located in China, a majority of your executive officers and directors are located
    in or have significant ties to China or Hong Kong, and your disclosure that you are seeking to acquire a company that may be based
    in Asia in an initial business combination. Please disclose this prominently on the prospectus cover page. Your disclosure also should
    describe the legal and operational risks associated with being based in or acquiring a company that does business in China. Your
    disclosure should make clear whether these risks could result in a material change in your or the target company’s post-combination
    operations and/or the value of your ordinary shares or could significantly limit or completely hinder your ability to offer or continue
    to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure
    should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable
    interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability to conduct its business,
    accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should address, but not necessarily
    be limited to, the risks highlighted on the prospectus cover page.

Response:
In response to the Staff’s comment, we have revised the cover page of Amendment No. 3 to reflect that our principal executive offices
have been relocated to New York, New York, and four of our five current executive officers, directors, and independent director nominees,
including our Chief Financial Officer, Dahe “Taylor” Zhang, and our independent director nominees, Joel Mayersohn, Briand
Hartzband, and Cathy Jiang, are either United States citizens or permanent residents based in the United States. Each of them has previously
resided in the United States for a significant period of time. Only Chief Executive Officer and Chairman, Mr. Xiaofeng Yuan, is currently
located in or has significant ties to the People’s Republic of China (“PRC” or “China”), which we have
also disclosed on the cover page.

In
addition, the Company respectfully informs the Staff that it has revised the disclosure in the prospectus to reflect that it intends
to focus its search initially on target businesses operating in Asia (excluding China). The Company will not undertake its initial business
combination with a target business with its principal business operations in China (including Hong Kong and Macau).

Prospectus
Summary, page 1

    2.
    Given
    that you may be seeking to acquire a company that uses or may use a variable interest entity structure to conduct China-based operations,
    please describe what that organizational structure would entail. Explain that the entity in which investors may hold their interest
    may not be the entity or entities through which the company’s operations may be conducted in China after the business combination.
    Discuss how this type of corporate structure may affect investors and the value of their investment, including how and why the contractual
    arrangements may be less effective than direct ownership and that the company may incur substantial costs to enforce the terms of
    the arrangements. Disclose the uncertainties regarding the status of the rights of a holding company with respect to its contractual
    arrangements with a VIE, its founders and owners and the challenges the company may face enforcing these contractual agreements due
    to uncertainties under Chinese law and jurisdictional limits

Response:
The Company respectfully informs the Staff that it has revised the disclosure in the prospectus to reflect that it intends to focus its
search initially on target businesses operating in Asia (excluding China). The Company will not undertake its initial business combination
with a target business with its principal business operations in China (including Hong Kong and Macau).

    3.
    Although
    we note your disclosure on page 23, in your summary of risk factors, please more specifically disclose the risks that being based
    in or acquiring a company whose corporate structure or whose operations in China poses to investors. In particular, describe the
    significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in
    the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties
    regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the
    risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings
    conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
    the value of your ordinary shares. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control
    over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely
    hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
    decline or be worthless.

Response:
The Company respectfully informs the Staff that it has revised the disclosure in the prospectus to reflect that it intends to focus its
search initially on target businesses operating in Asia (excluding China). The Company will not undertake its initial business combination
with a target business with its principal business operations in China (including Hong Kong and Macau).

    4.
    Disclose
    each permission that you are required to obtain from Chinese authorities to operate and issue these securities to foreign investors.
    State affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

Response:
We respectfully advise the Staff that, as a Cayman Islands company currently with our principal executive offices relocated to New York,
New York, we are not required to obtain any permission from Chinese authorities to operate and issue securities to foreign investors
under any existing PRC law, regulations or rules, or any other relevant Chinese regulatory agencies that is required to approve of our
operations or issue securities to foreign investors.

    5.
    We
    note your risk factor disclosure regarding foreign exchange and restrictions on distributions. Please revise your Prospectus Summary
    to provide a clear description of how cash will be transferred through the post-combination organization if you acquire a company
    based in China. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders,
    and to U.S. investors that may apply after a business combination with a company based in China. Describe any restrictions and limitations
    on your ability to distribute earnings from your businesses, including subsidiaries and/or consolidated VIEs, to the parent company
    and U.S. investors as well as the ability to settle amounts owed under the VIE agreements

Response:
The Company respectfully informs the Staff that it has revised the disclosure in the prospectus to reflect that it intends to focus its
search initially on target businesses operating in Asia (excluding China). The Company will not undertake its initial business combination
with a target business with its principal business operations in China (including Hong Kong and Macau).

    6.
    Disclose
    that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that
    it cannot inspect or fully investigate the auditor of a company you may target for an initial business combination, and that as a
    result an exchange may determine to delist your securities.

Response:
We have revised pages 7 and 49 of Amendment No. 3 in response to the Staff’s comment. We respectfully advise the Staff that our
present auditor is subject to SEC and PCAOB inspections.

Risk
Factors, page 25

    7.
    To
    the extent that you may acquire a company that uses or may use a variable interest entity structure to conduct China-based operations,
    please expand your risk factors on pages 41 - 42 to acknowledge that if the PRC government determines that the contractual arrangements
    constituting part of your VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently
    in the future, your shares may decline in value or be worthless if you are unable to assert your contractual control rights over
    the assets of your PRC subsidiaries that may conduct all or substantially all of your operations.

Response:
The Company respectfully informs the Staff that it has revised the disclosure in the prospectus to reflect that it intends to focus its
search initially on target businesses operating in Asia (excluding China). The Company will not undertake its initial business combination
with a target business with its principal business operations in China (including Hong Kong and Macau).

    8.
    Given
    the Chinese government’s significant oversight and discretion over the conduct of your business and/or the business of any
    China-based company that you may target for an initial business combination, please revise to separately highlight the risk that
    the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations
    and/or the value of your ordinary shares. Also, given recent statements by the Chinese government indicating an intent to exert more
    oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, acknowledge the
    risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities to
    investors and cause the value of such securities to significantly decline or be worthless.

Response:
The Company respectfully informs the Staff that it has revised the disclosure in the prospectus to reflect that it intends to focus its
search initially on target businesses operating in Asia (excluding China). The Company will not undertake its initial business combination
with a target business with its principal business operations in China (including Hong Kong and Macau).

    9.
    In
    light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for
    companies seeking to list on a foreign exchange, please expand your disclosure on pages 48 - 49 to explain how this oversight could
    impact the process of searching for a target and completing an initial business combination.

Response:
The Company respectfully informs the Staff that it has revised the disclosure in the prospectus to reflect that it intends to focus its
search initially on target businesses operating in Asia (excluding China). The Company will not undertake its initial business combination
with a target business with its principal business operations in China (including Hong Kong and Macau).

We
thank the Staff in advance for its review of the foregoing and the Registration Statement. If you have further comments, please feel
free to contact to our counsel, Liang Shih, Esq., at lshih@cronelawgroup.com or by telephone at (216) 387-0823.

    Sincerely,

    /s/ Xiaofeng Yuan

    Xiaofeng
    Yuan

    Chief
    Executive Officer and Chairman

    cc:

    Liang
    Shih, Esq.

    The
    Crone Law Group P.C.

United States securities and exchange commission logo
September 13, 2021
Taylor Zhang
Chief Executive Officer
TenX Keane Acquisition
No.99, Tiangu 7th Road
Yanta District
Xi’an City, Shanxi Province, China 71000
Re:TenX Keane Acquisition
Amendment No. 2 to Registration Statement on Form S-1
Filed August 20, 2021
File No. 333-256271
Dear Mr. Zhang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form S-1 filed on August 20, 2021
Cover Page
1.We note that your principal executive offices are located in China, a majority of your
executive officers and directors are located in or have significant ties to China or Hong
Kong, and your disclosure that you are seeking to acquire a company that may be based in
Asia in an initial business combination. Please disclose this prominently on the prospectus
cover page. Your disclosure also should describe the legal and operational risks associated
with being based in or acquiring a company that does business in China. Your disclosure
should make clear whether these risks could result in a material change in your or the
target company’s post-combination operations and/or the value of your ordinary shares or
could significantly limit or completely hinder your ability to offer or continue to offer

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 September 13, 2021 Page 2
 FirstName LastNameTaylor Zhang
TenX Keane Acquisition
September 13, 2021
Page 2
securities to investors and cause the value of such securities to significantly decline or be
worthless. Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to the use of variable interest entities and
data security or anti-monopoly concerns, has or may impact the company’s ability to
conduct its business, accept foreign investments, or list on an U.S. or other foreign
exchange. Your prospectus summary should address, but not necessarily be limited to, the
risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
2.Given that you may be seeking to acquire a company that uses or may use a variable
interest entity structure to conduct China-based operations, please describe what that
organizational structure would entail. Explain that the entity in which investors may hold
their interest may not be the entity or entities through which the company’s operations
may be conducted in China after the business combination. Discuss how this type of
corporate structure may affect investors and the value of their investment, including how
and why the contractual arrangements may be less effective than direct ownership and that
the company may incur substantial costs to enforce the terms of the arrangements.
Disclose the uncertainties regarding the status of the rights of a holding company with
respect to its contractual arrangements with a VIE, its founders and owners and the
challenges the company may face enforcing these contractual agreements due to
uncertainties under Chinese law and jurisdictional limits.
3.Although we note your disclosure on page 23, in your summary of risk factors, please
more specifically disclose the risks that being based in or acquiring a company whose
corporate structure or whose operations in China poses to investors. In particular, describe
the significant regulatory, liquidity, and enforcement risks with cross-references to the
more detailed discussion of these risks in the prospectus. For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of your ordinary shares. Acknowledge any risks that
any actions by the Chinese government to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
4.Disclose each permission that you are required to obtain from Chinese authorities to
operate and issue these securities to foreign investors. State affirmatively whether you
have received all requisite permissions and whether any permissions have been denied.
5.We note your risk factor disclosure regarding foreign exchange and restrictions on
distributions. Please revise your Prospectus Summary to provide a clear description of

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 September 13, 2021 Page 3
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
September 13, 2021
Page 3
how cash will be transferred through the post-combination organization if you acquire a
company based in China. Describe any restrictions on foreign exchange and your ability
to transfer cash between entities, across borders, and to U.S. investors that may apply after
a business combination with a company based in China. Describe any restrictions and
limitations on your ability to distribute earnings from your businesses, including
subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors as well as
the ability to settle amounts owed under the VIE agreements.
6.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate the auditor of a company you may target for an initial business combination,
and that as a result an exchange may determine to delist your securities.
Risk Factors, page 25
7.To the extent that you may acquire a company that uses or may use a variable interest
entity structure to conduct China-based operations, please expand your risk factors on
pages 41 - 42 to acknowledge that if the PRC government determines that the contractual
arrangements constituting part of your VIE structure do not comply with PRC regulations,
or if these regulations change or are interpreted differently in the future, your shares may
decline in value or be worthless if you are unable to assert your contractual control rights
over the assets of your PRC subsidiaries that may conduct all or substantially all of your
operations.
8.Given the Chinese government’s significant oversight and discretion over the conduct of
your business and/or the business of any China-based company that you may target for an
initial business combination, please revise to separately highlight the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your ordinary shares. Also, given
recent statements by the Chinese government indicating an intent to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
9.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please expand your disclosure on pages 48 - 49 to explain how this oversight could impact
the process of searching for a target and completing an initial business combination.

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 September 13, 2021 Page 4
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
September 13, 2021
Page 4
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Gowetski at 202-551-3401 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard I. Anslow

CORRESP
1
filename1.htm

TenX
Keane Acquisition

No.99,
Tiangu 7th Road

Yanta
District

Xi’an
City, Shanxi Province, China 71000

VIA
EDGAR

August 20,
2021

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attn:
Howard Efron

    Re:

    TenX
    Keane Acquisition

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

    Filed
    June 30, 2021

    File
    No. 333-256271

Dear
Mr. Efron:

TenX
Keane Acquisition (the “Company,” “we,” “our” or “us”) hereby
transmits our response to the comment letter received from the staff (the “Staff,” “you”
or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), on July 19, 2021,
regarding Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”) submitted to
the Commission on June 30, 2021.

For
your convenience, we have repeated below your comments in bold, and have followed each comment with our response.
Disclosure changes made in response to your comments have been made in the Amendment No. 2 to the Registration Statement (“Amendment
No. 2”), which is being filed to the Commission contemporaneously with the submission of this letter. Capitalized terms used
but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.

Amended
Form S-1 filed June 30, 2021

Risk
Factors, page 25

    1.
    We
    note your disclosure on pages 38-42 regarding risks associated with acquiring and operating a business outside of the U.S. We further
    note the location of your principal executive offices and your disclosure that you may acquire a company located in Asia, including
    China. Please expand your risk factor disclosure to describe more specifically the risks that arise from these circumstances, including
    risks to which you are subject, or may become subject, as a result of acquiring and operating a business in China. For guidance,
    please refer to CF Disclosure Guidance: Topic 10, Disclosure of Considerations for China-Based Issuers (November 23, 2020). Please
    also expand your disclosure to address specifically any PRC regulations concerning mergers and acquisitions by foreign investors
    that your initial business combination transaction may be subject to, including PRC regulatory reviews, which may impact your ability
    to complete a business combination in the prescribed time period.

    1

Response:
We respectfully advise you that we have expanded the risk factor disclosure from page 38 to page 53 of the Amendment No.
2 to the Registration Statement, which discusses the risks that arise from the location of its principal executive offices and its disclosure
relating to acquiring a company located in Asia, including China, including risks to which the company is subject to, or may become subject
to, as a result of acquiring and operating a business in China. We have further expanded our disclosure to address specifically any PRC
regulations concerning mergers and acquisitions by foreign investors that our initial business combination transaction may be subject
to, including PRC regulatory reviews, which may impact our ability to complete a business combination in the prescribed time period.

We
thank you for your review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
to our counsel, Richard I. Anslow, Esq., at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Xiaofeng Yuan

    Xiofeng
                                            Yuan

    Chief
                                            Executive Officer and Chairman

    cc:

    Richard
                                            I. Anslow, Esq.

    Ellenoff
    Grossman & Schole LLP

    2

United States securities and exchange commission logo
July 19, 2021
Taylor Zhang
Chief Executive Officer
TenX Keane Acquisition
No.99, Tiangu 7th Road
Yanta District
Xi’an City, Shanxi Province, China 71000
Re:TenX Keane Acquisition
Amendment No. 1 to Registration Statement on Form S-1
Filed June 30, 2021
File No. 333-256271
Dear Mr. Zhang:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 15, 2021 letter.
Amended Form S-1 filed June 30, 2021
Risk Factors, page 25
1.We note your disclosure on pages 38-42 regarding risks associated with acquiring and
operating a business outside of the U.S.  We further note the location of your principal
executive offices and your disclosure that you may acquire a company located in Asia,
including China.  Please expand your risk factor disclosure to describe more specifically
the risks that arise from these circumstances, including risks to which you are subject, or
may become subject, as a result of acquiring and operating a business in China.  For
guidance, please refer to CF Disclosure Guidance: Topic 10, Disclosure of Considerations
for China-Based Issuers (November 23, 2020).  Please also expand your disclosure to
address specifically any PRC regulations concerning mergers and acquisitions by foreign
investors that your initial business combination transaction may be subject to, including

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 July 19, 2021 Page 2
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
July 19, 2021
Page 2
PRC regulatory reviews, which may impact your ability to complete a business
combination in the prescribed time period.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Gowetski at 202-551-3401 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard I. Anslow

CORRESP
1
filename1.htm

TenX
Keane Acquisition

No.99,
Tiangu 7th Road

Yanta
District

Xi’an
City, Shanxi Province, China 71000

VIA
EDGAR

June
29, 2021

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attn:
Howard Efron

    Re:

    TenX
    Keane Acquisition

    Registration
    Statement on Form S-1

    Filed
    May 19, 2021

    File
    No. 333-256271

Dear
Mr. Efron:

TenX
Keane Acquisition (the “Company,” “we,” “our” or “us”) hereby
transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), dated June 15, 2021, regarding Registration Statement on Form S-1 (the
“Registration Statement”) submitted to the Commission on May 19, 2021.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in the Amendment No. 1 to the Registration
Statement (“Amendment No. 1”), which is being filed to the Commission contemporaneously with the submission of this
letter. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.

Form
S-1 filed May 19, 2021

The
Offering, page 8

    1.
    We
    note your disclosure on page 10 and throughout that your sponsor will own 20% of your issued and outstanding shares after this offering.
    We further note the principal shareholders table on page 105 indicates that your founders’ shares will represent 23.8% of your
    outstanding shares. Please revise to reconcile this disclosure.

    The
    Company respectfully advises the Staff that the disclosure on page 10 and throughout the body of the prospectus that our sponsor
    will own 20% of our issued and outstanding shares after this offering. This percentage excludes the private placement shares. The
    principal shareholder table on page 105 that indicates that our founders’ shares will represent 23.8% of the issued and outstanding
    shares includes the private placement shares. The Company has revised the prospectus to disclose the founders’ shares percentage
    with and without the private placement shares.

    1

Summary
of Risk Factors, page 23

    2.
    We
    note your disclosure on page 23 refers to “exclusive forum provisions in our amended and restated certificate of incorporation.”
    Please revise to provide more specific disclosure elsewhere in the prospectus describing the exclusive forum provisions, clarify
    whether such provisions apply to claims under the Securities Act and/or the Exchange Act and describe the risks to investors from
    such provisions.

    The
Company respectfully advises the Staff that it has revised the disclosure on page 23 and throughout the prospectus which refers to “exclusive
forum provisions in the Company’s amended and restated certificate of incorporation” to provide more specific disclosure
elsewhere in the prospectus describing the exclusive forum provisions, clarifying that such provisions apply to claims under the Securities
Act and/or the Exchange Act and describing the risks to investors of such provisions.

We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
to our counsel, Richard I. Anslow, at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Taylor Zhang

    Taylor
    Zhang

    Chief
    Executive Officer

    cc:
    Richard
    I. Anslow, Esq.

    Ellenoff
    Grossman & Schole LLP

    2

United States securities and exchange commission logo
June 15, 2021
Taylor Zhang
Chief Executive Officer
TenX Keane Acquisition
No.99, Tiangu 7th Road
Yanta District
Xi’an City, Shanxi Province, China 71000
Re:TenX Keane Acquisition
Registration Statement on Form S-1
Filed May 19, 2021
File No. 333-256271
Dear Mr. Zhang:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed May 19, 2021
The Offering, page 8
1.We note your disclosure on page 10 and throughout that your sponsor will own 20% of
your issued and outstanding shares after this offering.  We further note the principal
shareholders table on page 105 indicates that your founders’ shares will represent 23.8%
of your outstanding shares.  Please revise to reconcile this disclosure.
Summary of Risk Factors, page 23
2.We note your disclosure on page 23 refers to “exclusive forum provisions in our amended
and restated certificate of incorporation.”  Please revise to provide more specific
disclosure elsewhere in the prospectus describing the exclusive forum provisions, clarify

 FirstName LastNameTaylor Zhang
 Comapany NameTenX Keane Acquisition
 June 15, 2021 Page 2
 FirstName LastName
Taylor Zhang
TenX Keane Acquisition
June 15, 2021
Page 2
whether such provisions apply to claims under the Securities Act and/or the Exchange Act
and describe the risks to investors from such provisions.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Gowetski at 202-551-3401 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard I. Anslow