TenX Keane Acquisition

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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LETTER TO SHAREHOLDERS

January 8, 2024

To the Shareholders of TenX Keane Acquisition:

You are cordially invited to attend an extraordinary general meeting of Shareholders (the “Extraordinary General Meeting”) of TenX Keane Acquisition (the “Company,” “TenX,” ‘“we,” “us” or “our”) to be held at the offices of the Company, located at 420 Lexington Avenue, Suite 2446, New York, NY 10170, on January 17, 2024, at 9:30 a.m. Eastern Standard Timeor at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. This Extraordinary General Meeting is being held in lieu of the 2023 annual general meeting, and shareholders will have the opportunity to present questions to the management of the Company at the Extraordinary General Meeting, which is being held, in part, to satisfy the annual general meeting requirement of the Nasdaq Stock Market LLC. The formal meeting and proxy statement for the Extraordinary General Meeting are attached. The Extraordinary General Meeting will also be held virtually. Rather than attending in person, we encourage you to attend via live webcast at https://web.lumiagm.com/279617443 (password tenx2024).

The Extraordinary General Meeting will be held for the purposes of considering and voting upon the following proposals:

Each of the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”THE EXTENSION AMENDMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL, AND IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The purpose of the Extension Amendment Proposal is to allow the Company additional time to complete an initial business combination after the second extension of the Combination Period pursuant to the A&R Memorandum and Articles without the payment of additional amounts into the Company’s trust account. Each Extension requires fees to be put into the trust account established by the Company upon consummation of its IPO (“Trust Account”) in accordance with the terms of the A&R Memorandum and Articles and the Investment Management Trust Agreement by and between the Company and American Stock Transfer & Trust Company, LLC (now known as Equiniti Trust Company, LLC) dated as of October 13, 2022 (the “Trust Agreement”).

Pursuant to the A&R Memorandum and Articlesand the Trust Agreement, TenX may, but is not obligated to, extend the Combination Period up to three times, each by an additional three months (for a total of up to 18 months), without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights. Pursuant to the terms of the Trust Agreement, in order to extend the Combination Period,10XYZ Holdings, L.P., a Delaware limited partnership (the “Sponsor”) or its affiliates or designees, upon ten (10) days advance notice prior to the applicable deadline, must deposit into the Trust Account $660,000 ($0.10 per share), on or prior to the date of the applicable deadline, for each three (3) month extension (or up to an aggregate of $1,980,000, or $0.30 per share, if we extend for the full nine (9) months). Any such payments would be made in the form of a promissory note. Any such promissory notes will be non-interest bearing and payable upon the consummation of our initial business combination.

On October 24, 2023, TenX announced that it had entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated October 23, 2023, by and among TenX, TenX Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of TenX (“Merger Sub”), Citius Pharmaceuticals, Inc., a Nevada corporation (“Citius Pharma”), and Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of Citius Pharma (“Citius Oncology”), to acquire Citius Oncology. The Merger Agreement provides that, among other things and upon the terms and subject to the satisfaction of certain customary conditions, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Citius Business Combination”), and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”):

On November 13, 2023, the Company filed a proxy registration statement on Form S-4 (the “Proxy/Registration Statement”) for the purpose of soliciting shareholder approval of the Citius Business Combination at an Extraordinary General Meeting. If approved, the Company would then consummate the Citius Business Combination as soon as reasonably practicable thereafter. The Company would like to extend the deadline after the second extension of the Combination Period for three (3) months from January 18, 2024 to April 18, 2024 and to further extend on a monthly basis for up to seven (7) times for an additional one (1) month each time from April 18, 2024 to November 18, 2024 without requiring the Sponsor or its affiliates or designees depositing additional funds into the Trust Account to avoid the risk that such persons are unable or unwilling to make such deposits to extend the time available to complete a business combination, as well as to provide shareholders with the opportunity to redeem their ordinary shares as described herein, which they would not be able to do if the Company extended its corporate existence by depositing such additional funds.

Accordingly, the board of directors of the Company (the “Board”) has determined that it is in the best interests of TenX shareholders to approve the Extension Amendment Proposal so as to extend the date by which the Company must consummate an initial business combination in accordance to the provisions of the Third A&R Memorandum and Articles.

The holders of ordinary shares issued in the Company’s IPO (the “public shares”) may elect to redeem their public shares for their pro rata portion of the funds held in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes) (less up to US$50,000 of interest to pay dissolution expenses), less any taxes we anticipate will be owed, but have not yet been paid (calculated as of two business days prior to the Extraordinary General Meeting), if the Extension is implemented (the “Redemption”). Holders of public shares do not need to vote on the Extension Amendment Proposal, or be a holder of record on the record date to exercise their redemption rights. The per-share pro rata portion of the Trust Account on the record date after taking into account taxes owed but not paid by such date (which is expected to be the same approximate amount two business days prior to the Extraordinary General Meeting) was approximately $10.90. The closing price of the Company’s ordinary shares on the record date was $11.21. The Company cannot assure shareholders that they will be able to sell their ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.

We will not proceed with the Extension Amendment if we would not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.

If the Extension Amendment Proposal is not approved and the Sponsor or its affiliates or designees do not elect to extend our corporate existence as described above, we may not be able to consummate the Citius Business Combination or another initial business combination by January 18, 2024, and, in accordance with A&R Memorandum and Articles, in such event we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$50,000 of interest to pay dissolution expenses), divided by the number of the public shares of the Company then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of the ordinary shares and the Board, dissolve and liquidate, as described in more detail in this proxy statement.

The purpose of the Auditor Ratification Proposal is to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023.

Approval of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.

The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of TenX’s public shares have elected to redeem an amount of shares in connection with the Extension Amendment such that TenX would not adhere to the continued listing requirements of Nasdaq; or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.

The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal or the Auditor Ratification Proposal at the Extraordinary General Meeting or if due to redemptions in connection with the Extension Amendment, the Company would not adhere to the continued listing requirements of Nasdaq, or if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.

The Board has fixed the close of business on December 28, 2023, as the record date for determining the Company’s shareholders entitled to receive notice of and to vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

THE BOARD BELIEVES THAT IT IS IN THE BEST INTERESTS OF THE COMPANY THAT THE COMPANY APPROVES THE EXTENSION AMENDMENT, THE AUDITOR RATIFICATION PROPOSAL AND, IF NECESSARY, THE ADJOURNMENT PROPOSAL. AFTER CAREFUL CONSIDERATION OF ALL RELEVANT FACTORS, THE BOARD HAS DETERMINED THAT THE EXTENSION AMENDMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL AND, IF NECESSARY, THE ADJOURNMENT PROPOSAL ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS, HAS DECLARED IT ADVISABLE AND RECOMMENDS THAT YOU VOTE OR GIVE INSTRUCTION TO VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL, “FOR” THE AUDITOR RATIFICATION PROPOSAL, AND, IF NECESSARY, “FOR” THE ADJOURNMENT PROPOSAL.

It is strongly recommended that you complete and return your proxy card without delay to our transfer agent, Equiniti Trust Company, LLC, not later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person or through the virtual meeting platform if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the Extraordinary General Meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting and voting in person or through the virtual meeting platform, or by submitting a written revocation to D.F. King & Co., Inc., our proxy solicitor, by calling toll-free (within the U.S. or Canada): (800) 714-3310. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Sincerely,

/s/ Xiaofeng Yuan

Xiaofeng Yuan

Chairman of the Tenx Board

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on January 17, 2024: this notice of meeting, the accompany proxy statement and proxy card are available athttps://www.astproxyportal.com/ast/26814.

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JANUARY 17, 2024

PROXY STATEMENT

To the Shareholders of TenX Keane Acquisition:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of TenX Keane Acquisition, a Cayman Islands exempted company, company number 372208 (the “Company,” “TenX,” ‘“we,” “us” or “our”), will be held at the offices of the Company, located at 420 Lexington Avenue, Suite 2446, New York, NY 10170, at 9:30 a.m. Eastern Time, on January 17, 2024, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. This Extraordinary General Meeting is being held in lieu of the 2023 annual general meeting, and shareholders will have the opportunity to present questions to the management of the Company at the Extraordinary General Meeting, which is being held, in part, to satisfy the annual meeting requirement of the Nasdaq Stock Market LLC. The Extraordinary General Meeting will also be held virtually via live webcast. We hope that rather than attending in person, you can join us by using the following live webcast: https://web.lumiagm.com/279617443 (password tenx2024).

The Extraordinary General Meeting will be held for the purposes of considering and voting upon, and if thought fit, passing and approving the following resolutions:

Each of the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”THE EXTENSION AMENDMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL, AND IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The purpose of the Extension Amendment Proposal is to allow the Company additional time to complete an initial business combination after the second extension of the Combination Period pursuant to the A&R Memorandum and Articles without the payment of additional amounts into the Company’s trust account established by the Company upon consummation of its IPO (the “Trust Account”). Each Extension requires fees to be put into the Trust Account in accordance with the terms of the A&R Memorandum and Articles and the Trust Agreement.

Pursuant to the A&R Memorandum and Articlesand the Trust Agreement, TenX may, but is not obligated to, extend the period of the Combination Period, each by an additional three months (for a total of up to 18 months)without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights. Pursuant to the Trust Agreement, in order to extend the time of the Combination Period,10XYZ Holdings, L.P., a Delaware limited partnership (the “Sponsor”) or its affiliates or designees, upon ten (10) days advance notice prior to the applicable deadline, must deposit into the Trust Account $660,000 ($0.10 per share), on or prior to the date of the applicable deadline, for each three (3) month extension (or up to an aggregate of $1,980,000, or $0.30 per share, if we extend for the full nine (9) months). Any such payments would be made in the form of a promissory note. Any such promissory notes will be non-interest bearing and payable upon the consummation of our initial business combination.

On October 24, 2023, TenX announced that it had entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated October 23, 2023, by and among TenX, TenX Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of TenX (“Merger Sub”), Citius Pharmaceuticals, Inc., a Nevada corporation (“Citius Pharma”), and Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of Citius Pharma (“Citius Oncology”), to acquire Citius Oncology. The Merger Agreement provides that, among other things and upon the terms and subject to the satisfaction of certain customary conditions, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Citius Business Combination”), and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”):

On November 13, 2023, the Company filed a proxy registration statement on Form S-4 (the “Proxy/Registration Statement”) for the purpose of soliciting shareholder approval of the Citius Business Combination at an Extraordinary General Meeting. If approved, the Company would then consummate the Citius Business Combination as soon as reasonably practicable thereafter. The Company would like to extend the deadline after the second extension of the Combination Period for three (3) months from January 18, 2024 to April 18, 2024 and to further extend on a monthly basis for up to seven (7) times for an additional one (1) month each time from April 18, 2024 to November 18, 2024 without requiring the Sponsor or its affiliates or designees depositing additional funds into the Trust Account to avoid the risk that such persons are unable or unwilling to make such deposits to extend the time available to complete a business combination, as well as to provide shareholders with the opportunity to redeem their ordinary shares as described herein, which they would not be able to do if the Company extended its corporate existence by depositing such additional funds.

Accordingly, the board of directors of the Company (the “Board”) has determined that it is in the best interests of TenX shareholders to approve the Extension Amendment Proposal so as to extend the date by which the Company must consummate an initial business combination in accordance to the provisions of the Third A&R Memorandum and Articles.

The holders of ordinary shares issued in the Company’s IPO (the “public shares”) may elect to redeem their public shares for their pro rata portion of the funds held in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes) (less up to US$50,000 of interest to pay dissolution expenses), less any taxes we anticipate will be owed, but have not yet been paid (calculated as of two business days prior to the Extraordinary General Meeting), if the Extension is implemented (the “Redemption”). Holders of public shares do not need to vote on the Extension Amendment Proposal, or be a holder of record on the record date to exercise their redemption rights. The per-share pro rata portion of the Trust Account on the record date after taking into account taxes owed but not paid by such date (which is expected to be the same approximate amount two business days prior to the Extraordinary General Meeting) was approximately $10.90. The closing price of the Company’s ordinary shares on the record date was $11.21. The Company cannot assure shareholders that they will be able to sell their ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.

Even if the Extension Amendment Proposal is approved, the Company may, in its sole discretion, elect not to implement the Extension Amendment Proposal and extend the Company’s life by depositing additional funds into the Trust Account as set forth herein.

If the Extension Amendment Proposal is not approved and the Sponsor or its affiliates or designees do not elect to extend our corporate existence as described above, we may not be able to consummate the Citius Business Combination or another initial business combination by January 18, 2024, and, in accordance with A&R Memorandum and Articles, in such event we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$50,000 of interest to pay dissolution expenses), divided by the number of the public shares of the Company then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of the ordinary shares and the Board, dissolve and liquidate, as described in more detail in this proxy statement.

Prior to the IPO, in March 2021, the Sponsor purchased 1,437,500 Ordinary Shares for an aggregate purchase price of $25,000, or approximately $0.017 per share. On December 20, 2021, the Sponsor acquired an additional 287,500 Ordinary Shares for no additional consideration, resulting in the Sponsor holding an aggregate of 1,725,000 Founder Shares, or approximately $0.014 per share. After TenX’s initial public offering, the Sponsor purchased 394,000 Units at a price of $10.00 per TenX unit. In the concurrent Private Placement, the Sponsor purchased 394,000 Private Placement units at a price of $10.00 per unit. The issuance was considered as a bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The issuance included an aggregate of up to 225,000 Ordinary Shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. With the consummation of the IPO (including partial exercise by the underwriter of its over-allotment option), 75,000 of the 1,725,000 shares were forfeited, resulting in our Sponsor holding an aggregate of 1,650,000 Founder Shares.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we have sought and will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten (10) years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.20 per public share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our business combination and redemptions could be reduced to less than $10.20 per public share. In such an event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If the Extension Amendment Proposal is approved and the Combination Period is extended pursuant to the Third A&R Memorandum and Articles, the Company will (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the Trust Account relating to any redeemed public shares, if any, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$50,000 of interest to pay dissolution expenses) and (ii) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before April 18, 2024 Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Articles Extended Date if the Extension Amendment Proposal is approved and the Extension is implemented.

The purpose of the Auditor Ratification Proposal is to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023.

Approval of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present in person/virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.

The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares of the Company represented virtually or by proxy to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of TenX’s public shares have elected to redeem an amount of shares in connection with the Extension Amendment such that TenX would not adhere to the continued listing requirements of Nasdaq; or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Extraordinary General Meeting.

The Adjournment Proposal will only be put forth for a vote if there are insufficient votes to approve the Extension Amendment Proposal or the Auditor Ratification Proposal at the Extraordinary General Meeting or if due to redemptions in connection with the Extension Amendment, the Company would not adhere to the continued listing requirements of Nasdaq, or if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.

To exercise your redemption rights, you must tender your public shares to the Company’s transfer agent at least two business days prior to the Extraordinary General Meeting. You may tender your public shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your public shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the public shares from your account in order to exercise your redemption rights.

The Board has fixed the close of business on December 28, 2023, as the date for determining the Company’s shareholders entitled to receive notice of and to vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten (10) days before the Extraordinary General Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

The accompanying proxy statement is dated January 8, 2024 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors,

/s/ Xiaofeng Yuan

Xiaofeng Yuan Chairman of TenX Board

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