TenX Keane Acquisition Reports Capital Structure Changes
Ticker: CTOR · Form: 8-K · Filed: Jan 18, 2024 · CIK: 1851484
Complexity: simple
Sentiment: mixed
Topics: capital-structure, corporate-governance, shares, rights
TL;DR
**TenX Keane Acquisition just tweaked its share structure, watch for dilution.**
AI Summary
TenX Keane Acquisition filed an 8-K on January 18, 2024, reporting an event on January 17, 2024, related to its corporate structure. The filing indicates changes concerning its units, ordinary shares, and rights, where each right entitles the holder to receive two-tenths of one ordinary share. This matters to investors because it signals potential changes in the company's capital structure, which could impact the value and ownership stake of existing or prospective shareholders.
Why It Matters
This filing indicates a potential restructuring of TenX Keane Acquisition's shares and rights, which could dilute existing shareholders or alter future ownership dynamics.
Risk Assessment
Risk Level: medium — Changes to a company's capital structure, especially involving rights and shares, can lead to dilution for existing shareholders, creating medium risk.
Analyst Insight
A smart investor would closely monitor TenX Keane Acquisition for further announcements regarding the specifics of these capital structure changes, particularly any potential dilution or impact on share value, before making investment decisions.
Key Numbers
- 0.0001 — Par Value per Ordinary Share (This is the stated par value for each ordinary share of TenX Keane Acquisition.)
- 0.2 — Ordinary Shares per Right (Each right entitles the holder to receive two-tenths (0.2) of one ordinary share.)
Key Players & Entities
- TenX Keane Acquisition (company) — the registrant filing the 8-K
- January 17, 2024 (date) — date of the earliest event reported
- January 18, 2024 (date) — date the 8-K was filed
- 0.0001 (dollar_amount) — par value per ordinary share
- two-tenths (number) — fraction of an ordinary share each right entitles the holder to receive
Forward-Looking Statements
- The company will issue new shares or rights based on the reported changes. (TenX Keane Acquisition) — medium confidence, target: Q1 2024
- The changes in capital structure could lead to a shareholder vote or further disclosures. (TenX Keane Acquisition) — low confidence, target: Q2 2024
FAQ
What was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on January 17, 2024.
What is the par value of TenX Keane Acquisition's ordinary shares?
The par value of TenX Keane Acquisition's ordinary shares is $0.0001 per share, as indicated by 'OrdinarySharesParValue0.0001PerShareMember'.
How many ordinary shares does each right entitle a holder to receive?
Each right entitles a holder to receive two-tenths of one ordinary share, as stated in 'RightsEachRightEntitlingHolderToReceiveTwotenthsOfOneOrdinaryShareMember'.
What is the business address of TenX Keane Acquisition?
The business address of TenX Keane Acquisition is 420 Lexington Ave, Suite 2446, New York, NY 10170.
Under which SEC Act was this Form 8-K filed?
This Form 8-K was filed under the 1934 Act, as indicated in the 'FILING VALUES' section.
Filing Stats: 1,717 words · 7 min read · ~6 pages · Grade level 13.6 · Accepted 2024-01-18 16:00:42
Key Financial Figures
- $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share TENK The Nasdaq Stock Mar
- $200,000 — n, an amount equal to the lesser of (a) $200,000 or (b) $0.10 per public share that is n
- $0.10 — al to the lesser of (a) $200,000 or (b) $0.10 per public share that is not redeemed,
- $66,667 — to April 18, 2024 and the lesser of (x) $66,667 or (y) $0.03 per public share that is n
- $0.03 — 24 and the lesser of (x) $66,667 or (y) $0.03 per public share that is not redeemed,
- $10.90 — at a redemption price of approximately $10.90 per share, for an aggregate redemption
- $24.9 million — gate redemption amount of approximately $24.9 million. As a result, such amount will be remov
Filing Documents
- form8-k.htm (8-K) — 70KB
- ex3-1.htm (EX-3.1) — 1025KB
- ex10-1.htm (EX-10.1) — 26KB
- ex3-1_001.jpg (GRAPHIC) — 2KB
- 0001493152-24-002896.txt ( ) — 1449KB
- tenku-20240117.xsd (EX-101.SCH) — 4KB
- tenku-20240117_def.xml (EX-101.DEF) — 27KB
- tenku-20240117_lab.xml (EX-101.LAB) — 37KB
- tenku-20240117_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 6KB
From the Filing
UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 TenX Keane Acquisition (Exact name of registrant as specified in its charter) Cayman Islands 001-41534 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 420 Lexington Ave , Suite 2446 New York , NY 10170 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (347) 627-0058 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one ordinary share and one right TENKU The Nasdaq Stock Market LLC Ordinary shares, par value $0.0001 per share TENK The Nasdaq Stock Market LLC Rights, each right entitling the holder to receive two-tenths of one ordinary share TENKR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. As disclosed in the definitive proxy statement dated January 8, 2024 (as supplemented by the proxy supplement dated January 10, 2024, the " Proxy Statement "), relating to TenX Keane Acquisition's (the " Company " or " TenX ") extraordinary general meeting of shareholders held on January 17, 2024 (the " Meeting "), 10XYZ Holdings, L.P. (the " Sponsor ") agreed that if the Extension Amendment Proposal (as defined below) is approved, the Sponsor or its designee would deposit (the " Contribution ") into the trust account established in connection with the Company's initial public offering (the " Trust Account ") as a loan, an amount equal to the lesser of (a) $200,000 or (b) $0.10 per public share that is not redeemed, for the additional three (3) month extension from January 18, 2024 to April 18, 2024 and the lesser of (x) $66,667 or (y) $0.03 per public share that is not redeemed, for each month during the subsequent additional one (1) month extensions from April 18, 2024 to November 18, 2024, that is needed to complete an initial business combination. As disclosed below, the Company's shareholders approved the Extension Amendment Proposal on January 17, 2024 and an aggregate of 2,287,923 ordinary shares were validly tendered for redemption, leaving an aggregate of 6,653,077 ordinary shares outstanding. The Company's board of directors has elected to effect the first extension period, extending the Company's liquidation date to April 18, 2024 . Accordingly, the Sponsor or its designee must deposit $200,000 into the Trust Account for the first extension period. On October 24, 2023, TenX announced that it had entered into an Agreement and Plan of Merger and Reorganization (the " Merger Agreement "), dated October 23, 2023, by and among TenX, TenX Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of TenX (" Merger Sub "), Citius Pharmaceuticals, Inc., a Nevada corporation (" Citius Pharma "), and Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of Citius Pharma (" Citius Oncology "), to acquire Citius Oncology. Pursuant to the Merger Agreement, the Sponsor designated Citius Pharma as its designee to make the Contribution. On January 17, 2024, Citius Pharma deposited $200,000 into the Trust Account for the first extension period. In connection with the Contribution, on January 17, 2024, the Company issued a promissory note to Citius Pharma with a principal amount of $200,000 (the " Note "). The Note bears no interest and is repayable in full per the terms of the Merger Agreement. The foregoing description of the Note is qualified in their entirety by reference to the te