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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
File Number 001-41534

 TenX
Keane Acquisition

 (Exact
name of registrant as specified in its charter)

 Cayman
 Islands

 N/A

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (IRS
 Employer

 Identification
 No.)

Lexington Avenue, Suite 2446

 New
York, NY 10170

 (Address
of principal executive offices and zip code)

 (347) 627-0058

 (Registrant's
telephone number, including area code)

 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, $0.0001 par value, and one right entitling the holder to receive two-tenths of an ordinary
 share

 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

 Securities
registered pursuant to Section 12(g) of the Act: None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was
required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As
of June 30, 2023, the last business day of the Registrant's most recently completed second fiscal quarter, the aggregate market
value of the Registrant's ordinary shares held by non-affiliates of the Registrant was $ 69,498,000.

 As
of April 16, 2024, there were 6,653,077 ordinary shares, par value $0.0001 per share, issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TENX

 TABLE
OF CONTENTS

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 CERTAIN
TERMS

 References
to the "Company," "our Company," "our," "us" or "we" refer to TenX Keane
Acquisition, a blank check company incorporated on March 1, 2021 as a Cayman Islands exempted corporation and formed for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses, which we refer to throughout this Annual Report on Form 10-K as our "initial business combination." References
to our "Sponsor" refer to 10XYZ Holdings LP, a Delaware limited partnership. References to "equity-linked securities"
are to any securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company,
including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities
of the Company. References to the "SEC" are to the U.S. Securities and Exchange Commission. References to our "initial
public offering" or "IPO" refer to our initial public offering, which closed on October 18, 2022 (the "Closing
Date"). References to "Public Shares" are to shares of our ordinary shares sold as part of the units in our initial
public offering. References to "public shareholders" are to the holders of our Public Shares.

 SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS

 Certain
statements in this Annual Report on Form 10-K (this "Report" or "Annual Report") may constitute "forward
looking statements" for purposes of the federal securities laws. Our forward looking statements include, but are not limited to,
statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future and
the statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations"
regarding our financial position, business strategy and the plans and objectives of management for future operations. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward looking statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar expressions
may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward
looking statements in this Annual Report on Form 10-K may include, for example, statements about:

 our
 ability to select an appropriate target business or businesses;

 our
 ability to complete our initial business combination;

 our
 expectations around the performance of the prospective target business or businesses;

 our
 success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
 combination;

 our
 officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
 in approving our initial business combination;

 our
 potential ability to obtain additional financing to complete our initial business combination;

 our
 pool of prospective target businesses;

 the
 ability of our officers and directors to generate a number of potential acquisition opportunities;

 our
 public securities' potential liquidity and trading;

 the
 lack of a market for our securities;

 the
 use of proceeds not held in the trust account described below or available to us from interest income on the trust account balance;

 the
 trust account not being subject to claims of third parties;

 our
 financial performance; or

 the
 other risk and uncertainties discussed in "Item 1A. Risk Factors," elsewhere in this Annual Report on Form 10-K and in
 our other filings with the SEC.

 The
forward looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning
future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those
that we have anticipated. These forward looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward looking statements. These risks and uncertainties include, but are not limited to, those factors described under "Part
I, Item 1A. Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in these forward looking statements. We undertake no obligation
to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as may
be required under applicable securities laws.

 PART
I

 Item
1. Business.

 We
are a Cayman Islands company incorporated on March 1, 2021 as an exempted company with limited liability. We were formed for the purpose
of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses or entities, which we refer to as a "target business." Our efforts to identify a prospective
target business will not be limited to a particular industry or geographic location but will initially focus in Asia. Despite our Chief
Executive Officer and Chairman either being currently located in or having significant ties to the People's Republic of China ("PRC"
or "China"), for the purposes of consummating an initial business combination, we shall not undertake our initial business
combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). We
intend to utilize cash derived from the proceeds of our initial public offering (the "IPO"), our securities, debt or a combination
of cash, securities and debt, in effecting a business combination.

 Initial
Public Offering and Private Placement

 In
March 2021, we issued an aggregate of 1,437,500 founder shares to our Sponsor for an aggregate purchase price of $25,000, or approximately
$0.017 per share. On December 20, 2021, the Board of Directors of the Company and our Sponsor, as sole shareholder of the Company, approved,
through a special resolution, the following share capital changes:

 (a)

 Each
 of the authorized but unissued 150,000,000 Class A ordinary shares were cancelled and re-designated as ordinary shares of $0.0001
 par value each;

 (b)

 Each
 of the 1,437,500 Class B ordinary shares in issue were exchanged in consideration for the issuance of 1,437,500 ordinary shares of
 $0.0001 par value each; and

 (c)

 Upon
 completion of the above steps, the authorized but unissued 10,000,000 Class B ordinary shares were cancelled.

 On
December 20, 2021, the Company issued an additional 287,500 Ordinary Shares to our Sponsor for no additional consideration, resulting
in our Sponsor holding an aggregate of 1,725,000 Ordinary Shares (the "Founder Shares"). The issuance was considered as a
bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The Founder Shares
include an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters' over-allotment
is not exercised in full or in part. With the consummation of the IPO (including partial exercise by the underwriter of its over-allotment
option), 75,000 Founder Shares were forfeited, resulting in our Sponsor holding an aggregate of 1,650,000 Founder Shares.

 On
 October 18, 2022, the Company consummated its IPO of 6,600,000 units (the "Units"),
including 600,000 additional Units issued pursuant to the partial exercise by the underwriter of its over-allotment option. Each Unit
consists of one ordinary share, par value $0.0001 per share, of the Company (the "Ordinary Shares") and one right to receive
two-tenths (2/10) of one Ordinary Share upon the consummation of the Company's initial business combination (the "Rights").
The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $66,000,000.

 Simultaneously
with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the "Private Placement")
of 394,000 Units (the "Placement Units"), each Placement Unit consisting of one Ordinary Share and one right, to 10XYZ Holdings
LP (the "Sponsor") at a price of $10.00 per Placement Unit, generating total proceeds of $3,940,000. The issuance of the
Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 A
total of $67,320,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established
for the benefit of the Company's public shareholders and maintained by American Stock Transfer & Trust Company, acting as trustee.

 Our
management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are
held out of the trust account, although substantially all the net proceeds are intended to be applied generally towards consummating
a business combination and working capital.

 Since
our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have
no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities
and loans from the Sponsor and other parties to fund our operations.

 On
December 6, 2022, we announced that holders of the Company's Units sold in the IPO may elect to separately trade the Ordinary Shares
and Rights included in the Units, commencing on or about December 8, 2022. The Ordinary Shares and Rights are trading on the Nasdaq Global
Market ("Nasdaq") under the symbols "TENK," and "TENKR," respectively. Units not separated will continue
to trade on Nasdaq under the symbol "TENKU". Holders of Units will need to have their brokers contact the Company's
transfer agent, American Stock Transfer & Trust Company, in order to separate the holders'
Units into Ordinary Shares and Rights.

 Extension
of Deadline to Complete an Initial Business Combination

 On
July 18, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $660,000 (the "Extension Fee")
to the Sponsor. The Extension Fee was issued in connection with the Company's amended and restated memorandum and articles of association
(the " Second A&R Memorandum and Articles ") which provides that the
Company may extend the period of time to consummate a business combination up to three times, each by an additional three months, subject
to our Sponsor, or its designee, depositing $660,000 into the trust account of the Company. On July 18, 2023, the Company deposited $660,000
into the trust account of the Company to extend the date by which it must consummate an initial business combination from July 18, 2023
to October 18, 2023 (the "Extension").

 On
October 18, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $660,000 ("Extension Fee
No. 2") to the Sponsor, pursuant to the Second A&R Memorandum and Articles. On
October 18, 2023, the Company deposited $660,000 into the trust account of the Company to extend the date by which it must consummate
an initial business combination from October 18, 2023 to January 18, 2024 ("Extension No.2").

 On
January 17, 2024, the Company held an extraordinary general meeting of shareholders (the "Meeting"), in lieu of the 2023
annual general meeting, at which the Company's shareholders approved, among other proposals, a proposal, by special resolution,
to amend the Company's Second A&R Memorandum and Articles in their entirety and the substitution in their place of the third
amended and restated memorandum and articles of association of the Company (the " Third A&R Memorandum and Articles "),
which provides that the Company may elect to extend the date by which the Company has to consummate a business combination (the " Combination
Period ") for a total of eight (8) times, as follows:

 (a)

trust an amount equal to the lesser of $200,000 or $0.10 per public share that is not redeemed, an additional three (3) month extension
from January 18, 2024 to April 18, 2024; and

 (b)

trust an amount equal to the lesser of $66,667 or $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.

 On
January 17, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $200,000 ("Extension Fee
No. 3") to Citius Pharma, pursuant to the Third A&R Memorandum and Articles. On
January 17, 2024, Citius Pharma deposited $200,000 into the trust account of the Company to extend the date by which it must consummate
an initial business combination from January 18, 2024 to April 18, 2024 ("Extension No.3").

 COMPETITIVE
ADVANTAGES

 Leadership
of an Experienced Management Team and Board of Directors

 Our
management team is led by our Chief Executive Officer, Executive Director and Chairman of our Board of Directors, Mr. Xiaofeng Yuan,
our Chief Financial Officer and Executive Director, Mr. Taylor Zhang, and our Independent Directors, Ms. Cathy Jiang, Mr. Joel Mayersohn
and Mr. Brian Hartzband.

 Mr.
Xiaofeng Yuan has served as our Executive Director and Chairman since March 2021, and our Chief Executive Officer since July 2021. Mr.
Yuan founded 38Fule Group and served as the Chairman of Xianyang 38Fule from 1992 to 1998. Mr. Yuan also serves as the Chairman of Shaanxi
38Fule Technology Company, a developer, manufacturer, and distributor of health and personal care products in China, since 1999. Mr.
Yuan founded 38Fule in 1992 and led the company to become one of the top 100 healthcare companies in China and has personally become
an influential leader in the healthcare industry as well. Mr. Yuan and his team have always been devoted to women's healthcare
and wellbeing. "38Fule" has received several awards under Mr. Yuan's leadership, including "National Brand",
"Women's Choice Brand" and "Shaanxi's Trademark". Shaanxi 38Fule Technology Group received the only
direct selling license in Shaanxi Province in 2016. In addition, Mr. Yuan also serves as the Deputy Chairman of China Reproductive Health
Association, the Managing Director of China Youth Volunteer Organization, Adjunct Professor at Xi'an Jiaotong University as well
as Visiting Professor at Xi'an Polytechnic University. Mr. Yuan has won several awards in his career, including "Top Ten
Outstanding Youth in Xiangyang", "Top Ten Outstanding Youth in Shaanxi", "Top Ten Outstanding Entrepreneurs in
Shaanxi", "Expert with Outstanding Contribution in Shaanxi", "Winner of China Science and Entrepreneur Award"
and "National Outstanding Entrepreneur".

 Mr.
Taylor Zhang has served as our Chief Financial Officer and Executive Director since March 2021. Mr. Zhang served as our Chief Executive
Officer from March 2021 to July 2021. From May 2009 to December 2021, Mr. Zhang served as Chief Financial Officer and executive director
of the China XD Plastics Company Limited, where he oversaw CXDC's major financial and capital market matters, including Nasdaq
listing, direct equity financing from world class institutional investors and a global bond offering. During his tenure at CXDC, its
revenue grew at CAGR of 56% and exceeded US$1 billion in 6 years after listing on Nasdaq. From May 2008 to March 2009, Mr. Zhang served
as Chief Financial Officer of Advanced Battery Technologies, Inc. From 2007 to 2008, he served as the Executive Vice President of Finance
of China Natural Gas, Inc. From 2005 to 2007, Mr. Zhang worked as a research analyst in New York Private Equity. From 2000 to 2002, he
was employed as Finance Manager by Datong Thermal Power Limited. Mr. Zhang contributes to our Board of Directors with extensive experience
in finance and operations.

 Ms.
Cathy Jiang, our director, is an experienced professional in asset management and banking industries. Ms. Jiang serves as the Managing
Director at Alpha Square Group, a family office in New York City. Her primary responsibility includes asset allocation, fund manager
selection, and new investment initiatives. From 2017 to 2020, Ms. Jiang served as the Associate Managing Director, Greater China at Federated
Hermes (NYSE: FHI), one of the largest asset management companies in the U.S. with $575.9 billion asset under management as of the end
of 2020, where she focused on the company's expansion in Asia and particularly in Greater China. Previously, she worked for Agricultural
Bank of China and Bank of China in institutional business development roles covering both Asian and U.S. institutional investors.

 Mr.
Joel Mayersohn, our director, is a member at Dickinson Wright, where he specializes in corporate, securities and business law. He advises
a diversified client base in private placements, public offerings, mergers and acquisitions, financing transactions and general securities
law matters. He also has experience in venture capital, bridge loans and pipe financings. He is a member of the Florida and New York
Bars and received his J.D. and B.A from The State University of New York at Buffalo.

 Mr.
Brian Hartzband, our director, is an experienced professional in business development and finance industry. Mr. Hartzband is a business
development executive with large corporate and start-up experience. He co-founded Handcrafted 4 Home in June 2017, which is a home decor
brand, specializing in handcrafted home storage products. Under his leadership, Mr. Hartzband grew the company to one of the top sellers
by volume of home organization products on Wayfair.com and expanded to other large retail outlets, such as Walmart and Home Depot. Prior
to founding Handcrafted 4 Home, Brian spent over 10 years in Wall Street and worked in finance for some of the largest financial institutions
of the world. From January 2014 to June 2016, Mr. Hartzband worked as a Financial Advisor at Merrill Lynch, primarily responsible for
managing public company executives' stock plans and personal wealth investment strategies. From February 2008 to January 2014,
Mr. Hartzband worked as a Senior Investment Associate at UBS Financial Services, where his team's assets grew to over $125 million
by developing relationships with C-Suite executives of major public companies along with international clients in China. From 2007 to
March 2008 Mr. Hartzband started out at Bear Stearns (acquired by J.P. Morgan as a Marketing Assistant, primarily responsible for building
and growing relationships with ultra-high net worth individuals, C-Suite executives at public companies.

 Established
Deal Sourcing Network

 We
believe our management team's strong track record will provide us with access to high quality companies. In addition, we believe
we, through our management team, have contacts and sources from which to generate acquisition opportunities and possibly seek complementary
follow-on business arrangements. These contacts and sources include those in government, private and public companies, private equity
and venture capital funds, investment bankers, attorneys and accountants.

 Status
as a Publicly Listed Acquisition Company

 We
believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed
company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some target
businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution, than the traditional
initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which
would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our shareholders
(if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriter's ability to complete the offering, as well as general market conditions that could
prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional
means of creating management incentives that are better aligned with shareholders' interests than it would as a private company.
It can offer further benefits by augmenting a company's profile among potential new customers and vendors and aid in attracting
talented management staffs.

 With
respect to the foregoing examples and descriptions, past performance by our management team is not a guarantee either (i) of success
with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial
business combination. Potential investors should not rely upon the historical record of our management as indicative of future performance.

 BUSINESS
STRATEGIES

 We
will seek to capitalize on the strength of our management team. Our team consists of experienced financial services, accounting and legal
professionals and senior operating executives of companies operating in multiple jurisdictions. Collectively, our officers and directors
have decades of experience in mergers and acquisitions and operating companies. We believe we will benefit from their accomplishments,
and specifically, their current activities, in identifying attractive acquisition opportunities. However, there is no assurance that
we will complete a business combination. Our officers and directors have no prior experience consummating a business combination for
a "blank check" company. We believe that we will add value to these businesses primarily by providing them with access to
the U.S. capital markets.

 There
is no restriction in the geographic location of targets we can pursue, although we intend to initially prioritize Asia, excluding companies
located or operating in mainland China, Hong Kong or Macau. In particular, we intend to focus our search for an initial business combination
on private companies in Asia, excluding companies located or operating in mainland China, Hong Kong or Macau, that have compelling economics
and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S.
public capital markets. We will primarily seek to acquire one or more businesses with a total enterprise value of between $200,000,000
and $600,000,000.

 As
an emerging market, Asia has experienced remarkable growth. The Asian economy experienced sustained expansion in recent years. We believe
that Asia is entering a new era of economic growth, which we expect will result in attractive initial business combination opportunities
for us. We believe the growth will primarily be driven by private sector expansion, technological innovation, increasing consumption
by the middle class, structural economic and policy reforms and demographic changes in Asia.

 ACQUISITION
CRITERIA

 Our
management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing
of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.
We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses.
While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines
should we see justification to do so.

 Strong
 management team that can create significant value for target business. We will seek to identify companies with strong and
 experienced management teams that will complement the operating and investment abilities of our management team. We believe we can
 provide a platform for the existing management team to leverage the experience of our management team. We also believe that the operating
 expertise of our management team is well suited to complement the target's management team.

 Revenue
 and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue
 and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction
 and synergistic follow-on acquisitions resulting in increased operating leverage.

 Potential
 for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate
 strong, stable and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working
 capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder
 value.

 Benefit
 from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded
 and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly
 traded company.

 This
criteria does not intend to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our Sponsor and
management team may deem relevant. In the event that we decide to enter into an initial business combination with a target business that
does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder
communications related to our initial business combination, which would be in the form of proxy solicitation or tender offer materials,
as applicable, that we would file with the U.S. Securities and Exchange Commission, or the SEC.

 Initial
Business Combination

 Nasdaq
rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market
value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest
earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our Board of Directors
is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an
independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are
seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction
with our initial business combination.

 On
October 24, 2023, the Company 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 Merger Sub, Inc., a Delaware corporation and the Company's wholly
owned subsidiary ("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, among other things, on the terms and subject to the conditions set forth therein, (i) that Merger
Sub will merge with and into Citius Oncology, with Citius Oncology to be renamed and to survive as a wholly owned subsidiary of TenX
(the "Merger"), and (ii) that prior to the effective time of the Merger (the "Effective Time"), TenX will migrate
to and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and
the Cayman Islands Companies Act (As Revised) (the "Domestication"). The newly combined publicly traded company is to be
named "Citius Oncology, Inc." (the "Combined Company"). The Domestication, Merger and the other transactions
contemplated by the Merger Agreement are referred to in this section as the "Business Combination".

 In
the Merger, all shares of Citius Oncology would be converted into the right to receive ordinary share of the Combined Company. As a
result, upon closing, Citius Pharma would receive 67.5 million shares of ordinary share of the Combined Company which, at an implied
value of $10.00 per share, would be $675 million in equity of the Combined Company, before fees and expenses. As part of the
transaction, Citius Pharma will contribute $10 million in cash to the Combined Company. An additional 12.6 million existing options
will be assumed by the Combined Company. Citius Pharma and the Combined Company will also enter into an amended and restated shared
services agreement, which, among other things, will govern certain management and scientific services that Citius Pharma will
continue to provide to the Combined Company following the Effective Time.

 The
Merger Agreement, Business Combination and the transactions contemplated thereby were unanimously approved by the boards of
directors of each of the Company, Citius Pharma and Citius Oncology. The transaction is expected to be completed in the first half
of 2024, subject to approval by shareholders of the Company and other customary closing conditions, including final regulatory
approvals and SEC filings. There can be no assurance regarding the ultimate timing of the proposed transaction or that the
transaction will be completed at all.

 We
will have until 18 months from the closing of our IPO to consummate an initial business combination (the "Combination Period").
However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may extend the
Combination Period up to seven (7) times, each time for an additional month (for a total of up to 25 months to complete a business combination)
without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in
connection therewith. Pursuant to the terms of our third amended and restated memorandum and articles of association and the trust agreement
entered into between us and American Stock Transfer & Trust Company on October 13, 2022, in order to extend the time available for
us to consummate our initial business combination, our Sponsor or its affiliates or designees, upon two days advance notice prior to
the applicable deadline, must deposit into the trust account the lesser of $66,667 or $0.03 per public share that is not redeemed on
or prior to the date of the applicable deadline, for each one month extension. Any such payments would be made in the form of a loan.
Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our
initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not
complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholders contains
a provision pursuant to which our Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust
account in the event that we do not complete a business combination. Our Sponsor and its affiliates or designees are not obligated to
fund the trust account to extend the time for us to complete our initial business combination. Up to $1,500,000 of the loans made by
our Sponsor, our officers and directors, or our or their affiliates to us prior to or in connection with our initial business combination
(including loans made to extend our time period for consummating a business combination) may be convertible into Units at a price of
$10.00 per Unit at the option of the lender.

 If
we are unable to consummate an initial business combination within such time period, we will, 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 any interest earned on the funds held in the trust account (net
of interest that may be used by us to pay our taxes payable and for dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve
and liquidate. We expect the pro rata redemption price to be approximately $10.99 per public share (subject to increase of up to an additional
approximately $0.03 per share for each month in the event that our Sponsor elects to extend the period of time to consummate a business
combination by the full seven months), without taking into account any interest earned on such funds. However, we cannot assure you that
we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our
public shareholders.

 We
anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete
such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires
50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority
interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned
or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than
one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

 Permission
Required from the Chinese Authorities for 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.

 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, nor have we been contacted by any Chinese authorities in connection
with our operations, 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).

 Implication
of the Holding Foreign Companies Accountable Act

 The
Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states that if the SEC determines
that an issuer's audit reports issued by a registered public accounting firm have not been subject to inspection by the Public
Company Accounting Oversight Board (United States) (the "PCAOB") for three consecutive years beginning in 2021, the SEC shall
prohibit such issuer's securities from being traded on a national securities exchange or in the over-the-counter trading market
in the United States. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable
Act ("AHFCAA") was enacted, which amends the HFCAA and requires the SEC to prohibit an issuer's securities from
trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive
years.

 Recent
PCAOB Developments

 Future
developments in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For instance,
the enacted AHFCAA would restrict our ability to consummate a business combination with a target business unless that business met certain
standards of the PCAOB and would require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect
its public accounting firm for two consecutive years. The AHFCAA also requires public companies to disclose, among other things, whether
they are owned or controlled by a foreign government. We may not be able to consummate a business combination with a favored target business
due to these laws.

 The
documentation we may be required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are
not owned or controlled by a foreign government in the event that we use a foreign public accounting firm not subject to inspection by
the PCAOB or where the PCAOB is unable to inspect or investigate our accounting practices or financial statements because of a position
taken by an authority in the foreign jurisdiction could be onerous and time consuming to prepare. The HFCAA mandates the SEC to identify
issuers of SEC-registered securities whose audited financial reports are prepared by an accounting firm that the PCAOB is unable to inspect
due to restrictions imposed by an authority in the foreign jurisdiction where the audits are performed. If such identified issuer's
auditor cannot be inspected by the PCAOB for three consecutive years, the trading of such issuer's securities on any U.S. national
securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.

 On
March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
of the HFCAA. An identified issuer will be required to comply with these rules if the SEC identifies it as having a "non-inspection"
year under a process to be subsequently established by the SEC.

 On
November 5, 2021, the SEC approved the PCAOB's Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable
Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether it is unable to inspect
or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or
more authorities in that jurisdiction.

 On
December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the Holding
Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit
report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or
investigate completely because of a position taken by an authority in foreign jurisdictions.

 On
December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate certain registered
public accounting firms headquartered in: (i) mainland China, and (ii) Hong Kong. In addition, the PCAOB's report identified the
specific registered public accounting firms that are subject to these determinations. On August 26, 2022, the PCAOB signed a Statement
of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC ("SOP"), taking the first
step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China
and Hong Kong completely, consistent with U.S law. Pursuant to the SOP, the PCAOB shall have independent discretion to select any issuer
audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

 On
December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public
accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However,
should PRC authorities obstruct or otherwise fail to facilitate the PCAOB's access in the future, the PCAOB will consider the need
to issue a new determination.

 Our
auditor, Marcum LLP, headquartered in New York, NY, is an independent registered public accounting firm with the PCAOB and has been inspected
by the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers of our auditor. If, for whatever reason,
the PCAOB is unable to conduct inspections or full investigations of our auditor, we could be delisted or prohibited from being traded
over the counter. If our securities are unable to be listed on another securities exchange by then, such delisting and prohibition would
substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated
with potential delisting and prohibition would have a negative impact on the price of our securities. Also, such delisting and prohibition
could significantly affect our ability to raise capital on acceptable terms, or at all, which would have a material adverse effect on
our business, financial condition and prospects. Future developments in respect of increased U.S. regulatory access to audit information
are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to
the rule-making process and other administrative procedures.

 In
the event that we complete a business combination with a non-U.S. company and any of the legislative actions or regulatory changes discussed
above were to proceed in ways that are detrimental to a non-U.S. issuer, it could cause us to fail to be in compliance with U.S. securities
laws and regulations, we could cease to be listed on a U.S. securities exchange, and U.S. trading of our shares could be prohibited.
Any of these actions, or uncertainties in the market about the possibility of such actions, could adversely affect our prospects to successfully
complete a business combination with a non-U.S. company, our access to the U.S. capital markets and the price of our shares.

 Corporate
Information

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies"
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may
be a less active trading market for our securities and the prices of our securities may be more volatile.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to
be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million
as of the prior December 31, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during
the prior three-year period. References herein to "emerging growth company" shall have the meaning associated with it in
the JOBS Act.

 Additionally,
we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares
held by non-affiliates equals or exceeds $250 million as of the end of the second fiscal quarter of such fiscal year, or (2) our annual
revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates
equals or exceeds $700 million as of the end of the second fiscal quarter of such fiscal year.

 Exempted
companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Act. As an exempted company, we have applied for and expect to receive a tax exemption undertaking
from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for
a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on
profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income,
gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares,
debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.

 We
are a Cayman Islands exempted company incorporated on March 1, 2021. Our executive offices are located at 420 Lexington Ave Suite 2446,
New York, NY 10170, and our telephone number is 347-627-0058. The cost for this space is provided to us by our Sponsor, as part of the
$10,000 per month payment we make to it for office space and related services. We consider our current office space adequate for our
current operations.

 Employees

 We
currently have 2 officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend
to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount
of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination
and the stage of the initial business combination process we are in. We do not intend to have any full time employees prior to the completion
of our initial business combination.

 Item
1A. Risk Factors.

 As
a smaller reporting company, we are not required to include risk factors in this Annual Report.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 We
are a SPAC with no business operations. Since our Initial Public Offering, our sole business activity has been identifying and evaluating
suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted
any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our management is generally responsible
for the oversight of risks from cybersecurity threats, if there is any. In fiscal year 2023, we did not identify any cybersecurity threats
that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial
condition.

 Item
2. Properties.

 We
do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices
are located at 420 Lexington Ave Suite 2446, New York, NY 10170, and our telephone number is 347-627-0058.

 Item
3. Legal Proceedings.

 We
are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal
proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect
on our business, financial condition or results of operations.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market Information.

 Our
Units, Ordinary Shares, and Rights are each traded on The Nasdaq Global Market ("Nasdaq") under the symbols "TENKU,"
"TENK," and "TENKR," respectively.

 Holders

 As
of the date hereof, we had 4 holders of record of our Units, 4 holders of record of our separately traded Ordinary Shares, and 1
holder of our separately traded Rights. The number of record holders was determined from the records of our transfer agent.

 Dividends

 We
have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends
subsequent to our initial business combination will be within the discretion of our Board of Directors at such time. In addition, our
Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further,
if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by
restrictive covenants we may agree to in connection therewith.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

 On
July 18, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $660,000 (the "Extension Fee")
to the Sponsor. The Extension Fee was issued in connection with the Company's amended and restated memorandum and articles of association
(the " Second A&R Memorandum and Articles ") which provides that the
Company may extend the period of time to consummate a business combination up to three times, each by an additional three months, subject
to our Sponsor, or its designee, depositing $660,000 into the trust account of the Company. On July 18, 2023, the Company deposited $660,000
into the trust account of the Company to extend the date by which it must consummate an initial business combination from July 18, 2023
to October 18, 2023 (the "Extension").

 On
October 18, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $660,000 ("Extension Fee
No. 2") to the Sponsor, pursuant to the Second A&R Memorandum and Articles.
On October 18, 2023, the Company deposited $660,000 into the trust account of the Company to extend the date by which it must consummate
an initial business combination from October 18, 2023 to January 18, 2024 ("Extension No.2").

 On
January 17, 2024, the Company held an extraordinary general meeting of shareholders (the "Meeting"), in lieu of the 2023
annual general meeting, at which the Company's shareholders approved, among other proposals, a proposal, by special resolution,
to amend the Company's Second A&R Memorandum and Articles in their entirety and the substitution in their place of the
third amended and restated memorandum and articles of association of the Company (the " Third A&R Memorandum and Articles "),
which provides that the Company may elect to extend the date by which the Company has to consummate a business combination (the " Combination
Period ") for a total of eight (8) times, as follows:

 (a)

trust an amount equal to the lesser of $200,000 or $0.10 per public share that is not redeemed, an additional three (3) month extension
from January 18, 2024 to April 18, 2024; and

 (b)

trust an amount equal to the lesser of $66,667 or $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.

 On
January 17, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $200,000 ("Extension Fee
No. 3") to Citius Pharma, pursuant to the Third A&R Memorandum and Articles.
On January 17, 2024, Citius Pharma deposited $200,000 into the trust account of the Company to extend the date by which it must consummate
an initial business combination from January 18, 2024 to April 18, 2024 ("Extension No.3").

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item
6. Reserved.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 References
to the "Company," "us," "our" or "we" refer to TenX Keane Acquisition. The following
discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements
and related notes included herein. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.

 Overview

 We
were incorporated in the Cayman Islands on March 1, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses.

 Results
of Operations and Known Trends or Future Events

 We
have not generated any revenues to date, and we will not be generating any operating revenues until the closing and completion of our
initial business combination. Our entire activity up to December 31, 2023 has been related to our formation, the Initial Public Offering
and, since the closing of the Initial Public Offering, and a search for a business combination target. We have, and expect to continue
to generate, non-operating income in the form of interest income and unrealized gains on investments held in the trust account. We expect
to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing
compliance), as well as for due diligence expenses in connection with the search for a business combination target.

 We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
activities and those necessary to prepare for the IPO. Following the IPO, we will not generate any operating revenues until after completion
of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents
after the IPO. After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting,
accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.
We expect our expenses to increase substantially after the closing of the IPO.

 For
the year ended December 31, 2023, we had net income of $2,419,304, which primarily consisted of investment income on the trust assets
of $3,432,374, partially offset by operating expenses of $1,013,070.

 Liquidity,
Capital Resources and Going Concern

 Our
registration statement for the IPO (the "Registration Statement") was declared effective on October 13, 2022. On October
18, 2022, we consummated the IPO of 6,600,000 Units, including 600,000 additional Units issued pursuant to the partial exercise by
the underwriter of its over-allotment option (with respect to the ordinary share included in the Units being offered,
the "Public Shares"), generating gross proceeds of $66,000,000.

 Simultaneously
with the consummation of the IPO and the sale of the Units, we consummated the Private Placement of 394,000 Placement Units to the Sponsor
at a price of $10.00 per Placement Unit, generating total proceeds of $3,940,000.

 Following
the closing of the IPO on October 18, 2022, an amount of $67,320,000 ($10.20 per Unit) from the net proceeds of the sale of the Units
in the Initial Public Offering and the Private Placement was placed in the trust account. The funds held in the trust account may be
invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), with a maturity of 185 days or less or in any open-ended investment company that holds itself
out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the us,
until the earlier of: (i) the completion of a business combination or (ii) the distribution of the trust account.

 We
intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust
account, to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as
consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working
capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 As
of December 31, 2023, we had available to us approximately $32,746 of cash held outside the trust account. We will use these funds
to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

 In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a
non-interest bearing basis as may be required. If we complete our initial business combination, we would repay such loaned amounts. In
the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account
to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Other than as described above,
the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect
to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
account.

 We
expect our primary liquidity requirements from December 31, 2023 through the consummation of the business combination include
$92,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting
successful business combinations as well as legal and accounting fees related to regulatory reporting requirements, and $216,800 for
working capital that will be used for miscellaneous expenses and reserves. In addition, the Sponsor issued an unsecured promissory
note to the Company (the "Promissory Note"), pursuant to which the Company may borrow up to an aggregate principal
amount of $300,000 if we need additional capital.

 These
amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being
placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a
down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping"
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed initial business combination, although we do not have any current intention to do so. If we entered into an agreement where
we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop"
provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.
Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue
searching for, or conducting due diligence with respect to, prospective target businesses.

 We
may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business
combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial
business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
In addition, we are targeting businesses larger than we could acquire with the net proceeds of the IPO and the sale of the Private
Units, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject
to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our
initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds
available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business
combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our
obligations.

 There
is no assurance that our plans to consummate a business combination will be successful within the combination period. As a result, there
is substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial
statements are issued or are available to be issued.

 The
Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company
currently has less than 12 months from the date these financial statements were issued to complete a business combination transaction.
If the Company is unsuccessful in consummating an initial business combination by April 18, 2024, per the mandatory liquidation requirement,
the Company must cease all operations, redeem the Public Shares and thereafter liquidate and dissolve. In connection with the Company's
assessment of going concern considerations in accordance with Accounting Standards Update ("ASU") 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company does not have adequate liquidity
to sustain operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern for
a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company's
plans to raise capital or to consummate a business combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that
might result from the outcome of the uncertainty.

 The
change in cash for the year ended December 31, 2023 was a decrease of $256,429 and was comprised of cash used in operating activities
of $601,304, cash used in investing activities of $1,320,000 and cash provided by financing activities of $1,664,875. The cash used in investing activities was the deposit into the trust account for the Company's extension of
deadline to consummate the business combination. The cash provided by financing activities was interest or dividend derived from the investment
held in the Company's trust account.

 Contractual
Obligations

 We
do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term
liabilities.

 Our
Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors
or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling
on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

 In
addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate
of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete
our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close,
we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust
account would be used for such repayment. The terms of such loans by our officers and directors, if any, have not been determined and
no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate
of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights
to seek access to funds in our trust account.

 Our
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with
the completion of a business combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
(i) to modify the substance or timing of the Company's obligation to allow redemption in connection with the our initial business
combination or to redeem 100% of the Public Shares if we do not complete a business combination within the Combination Period or (ii)
with respect to any other provision relating to shareholders' rights or pre-initial business combination activity, unless we provide
the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 trust account and
not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

 Our
Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to the Founder Shares it will
receive if we fail to complete a business combination within the Combination Period. However, if the Sponsor or any of its respective
affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the trust account if we fail
to complete a business combination within the Combination Period. In the event of such distribution, it is possible that the per share
value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.00).

 The
holders of the Founder Shares, Placement Units and Units that may be issued upon conversion of Working Capital Loans (and any shares
of Ordinary Shares issuable upon the exercise of the Private Placement Right) will be entitled to registration rights pursuant to a registration
rights agreement signed prior to or on the effective date of the IPO requiring us to register such securities for resale. The holders
of these securities will be entitled to make up to three demands, excluding short form registration demands, that we register such securities.
In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent
to completion of a business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the
Securities Act. However, the registration rights agreement provides that we will not be required to effect or permit any registration
or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions.
We will bear the expenses incurred in connection with the filing of any such registration statements.

 Critical
Accounting Estimates

 The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual
results could materially differ from those estimates.

 We
consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were
highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from
period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact
on our financial condition. We have not identified any
critical accounting estimates other than below.

 Derivative
Financial Instruments

 We
evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, " Derivatives and Hedging." For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is
then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification
of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the
end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether
or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The
over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was
accounted for as a liability pursuant to ASC 480.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 As
of December 31, 2023, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds
of our IPO, including amounts in the trust account, have been invested in U.S. government treasury bills, notes or bonds with a maturity
of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments,
we believe there will be no associated material exposure to interest rate risk.

 Item
8. Financial Statements and Supplementary Data.

 This
information appears following Item 15 of this Form 10-K and is incorporated herein by reference.

 Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.

 Evaluation
of Disclosure Controls and Procedures

 As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined
in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of the end of period covered by this Report, due to material weaknesses in internal control over financial reporting that existed relating to accounting for accruals and advances from related
parties and accounting for complex financial instruments.

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 Management's
Annual Report on Internal Control over Financial Reporting

 As
required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting
purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

 (1)

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
 assets of our company,

 (2)

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,
 and

 (3)

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
 could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our
financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may
deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2023. In making
these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined
that there was a material weakness in our internal control over financial reporting as of December 31, 2023.

 We
have identified a material weakness in our internal control over financial reporting as of December 31, 2023. If we are unable to develop
and maintain an effective system internal control over financial reporting, we may not be able to accurately report our financial results
in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating
results.

 Under
the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15 under
the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective
as of the end of period covered by this Report, due to material weaknesses in internal control over financial reporting that existed
relating to accounting for accruals and advances from related parties and accounting for complex financial instruments.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial
statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed
the effectiveness of our internal control over financial reporting as of December 31, 2023. In making these assessments, management used
the criteria ser forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated
Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control
over financial reporting as of December 31, 2023, because of the material weaknesses in internal control over financial reporting existed
relating to financial reporting systems and accounting for accruals and accounting for complex financial instruments.

 To
address these material weaknesses, we are assessing our resource needs as well as roles and responsibilities with a particular focus on
accounting and financial reporting staff and will make changes as needed, but we can offer no assurance that our controls will not require
additional review and modification in this future as industry accounting practices may evolve over time.

 This
Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting
firm due to our status as an emerging growth company under the JOBS Act.

 Changes
in Internal Control Over Financial Reporting

 There
have been no changes in our internal control over financial reporting during the most recent fiscal
quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Our
current officers and directors are as follows:

 Name

 Age

 Title

 Yuan

 Chief
 Executive Officer and Chairman of the Board of Directors

 Zhang

 Chief
 Financial Officer and Director

 Cathy
 Jiang

 Joel
 Mayersohn

 Brian
 Hartzband

Yuan has served as our Executive Director and Chairman since March 2021, and our Chief Executive Officer since July 2021. Mr.
Yuan founded 38Fule Group and served as the Chairman of Xianyang 38Fule from 1992 to 1998. Mr. Yuan also serves as the Chairman of Shaanxi
38Fule Technology Company, a developer, manufacturer, and distributor of health and personal care products in China, since 1999. Mr.
Yuan founded 38Fule in 1992 and led the company to become one of the top 100 healthcare companies in China and himself is an influential
leader in the healthcare industry as well. Mr. Yuan and his team have always been devoted to women's healthcare and wellbeing.
"38Fule" has received several awards under Mr. Yuan's leadership, including "National Brand", "Women's
Choice Brand" and "Shaanxi's Trademark". Shaanxi 38Fule Technology Group received the only direct selling license
in Shaanxi Province in 2016. In addition, Mr. Yuan also serves as the Deputy Chairman of China Reproductive Health Association, the Managing
Director of China Youth Volunteer Organization, Adjunct Professor at Xi'an Jiaotong University as well as Visiting Professor at
Xi'an Polytechnic University. We believe that Mr. Yuan is qualified to serve on our board due to his extensive experience in management
and leadership skills.

Zhang has served as our Chief Financial Officer and Executive Director since March 2021. Mr. Zhang served as our Chief Executive
Officer from March 2021 to July 2021. From May 2009 to December 2021, Mr. Zhang served as Chief Financial Officer and executive director
of the China XD Plastics Company Limited (CXDC), where he oversees CXDC's major financial and capital market matters, including
Nasdaq listing, direct equity financing from world class institutional investors and a global bond offering. During his tenure at CXDC,
its revenue grew at CAGR of 56% and exceeded US$1 billion in 6 years after listing on Nasdaq. From May 2008 to March 2009, Mr. Zhang
served as Chief Financial Officer of Advanced Battery Technologies, Inc. From 2007 to 2008, he served as the Executive Vice President
of Finance of China Natural Gas, Inc. From 2005 to 2007, Mr. Zhang worked as a research analyst in New York Private Equity. From 2000
to 2002, he was employed as Finance Manager by Datong Thermal Power Limited. Mr. Zhang contributes to our Board of Directors with extensive
experience in finance and operations. He holds an MBA from University of Florida and a Bachelor's Degree in Mechanical and Electronic
Engineering from Beijing Technology and Business University.

 Cathy
Jiang is an experienced professional in asset management and banking industries. Ms. Jiang serves as the Managing Director at
Alpha Square Group, a family office in New York City. Her primary responsibility includes asset allocation, fund manager selection, and
new investment initiatives. From 2017 to 2020, Ms. Jiang served as the Associate Managing Director, Greater China at Federated Hermes
(NYSE: FHI), one of the largest asset management companies in the U.S. with $575.9 billion asset under management as of the end of 2020,
where she focused on the company's expansion in Asia and particularly in Greater China. Previously, she worked for Agricultural
Bank of China and Bank of China in institutional business development roles covering both Asian and U.S. institutional investors. Ms.
Jiang received her M.A. degree from Michigan State University. We believe that Ms. Jiang is well qualified to serve on our board due
to her extensive experience in finance.

 Joel
Mayersohn is a member at Dickinson Wright, where he specializes in corporate, securities and business law. He advises a diversified
client base in private placements, public offerings, mergers and acquisitions, financing transactions and general securities law matters.
He also has experience in venture capital, bridge loans and pipe financings. He is a member of the Florida and New York Bars and received
his J.D. and B.A from The State University of New York at Buffalo. We believe that Mr. Mayersohn is well qualified to serve on our board
due to his extensive experience in corporate and finance legal matters.

 Brian
Hartzband is a business development executive with large corporate and start-up experience. He co-founded Handcrafted 4 Home
in June 2017, which is a home decor brand, specializing in handcrafted home storage products. Under his leadership, Mr. Hartzband grew
the company to one of the top sellers by volume of home organization products on Wayfair.com and expanded to other large retail outlets,
such as Walmart and Home Depot. Prior to founding Handcrafted 4 Home, Brian spent over 10 years in Wall Street and worked in finance
for some of the largest financial institutions of the world. From January 2014 to June 2016, Mr. Hartzband worked as a Financial Advisor
at Merrill Lynch, primarily responsible for managing public company executives' stock plans and personal wealth investment strategies.
From February 2008 to January 2014, Mr. Hartzband worked as a Senior Investment Associate at UBS Financial Services, where his team's
assets grew to over $125 million by developing relationships with C-Suite executives of major public companies along with international
clients in China. From 2007 to March 2008 Mr. Hartzband started out at Bear Stearns (acquired by J.P. Morgan as a Marketing Assistant,
primarily responsible for building and growing relationships with ultra-high net worth individuals, C-Suite executives at public companies.
Mr. Hartzband holds a B.S. in Finance from Suffolk University. We believe that Mr. Hartzband is well qualified to serve on our board
due to his extensive experience in finance.

 None
of our management team has any experience with blank check companies. As such, there is no guarantee that we will be successful with
respect to any business combination we may consummate or that we will be able to identify a suitable candidate for our initial business
combination. As such, there is no guarantee that we will be successful with respect to any business combination we may consummate or
that we will be able to identify a suitable candidate for our initial business combination.

 Number,
Terms of Office and Election of Officers and Directors

 Our
Board of Directors consists of five members. Each of our directors will hold office for a two-year term. Subject to any other special
rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of
the directors present and voting at the meeting of our board or by a majority of the holders of our Ordinary Shares.

 Our
officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms
of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our third amended and restated memorandum
and articles of association as it deems appropriate. Our third amended and restated memorandum and articles of association will provide
that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary,
Assistant Secretaries, Treasurer and such other offices as may be determined by the Board of Directors.

Independence

 The
Nasdaq listing standards require that a majority of our Board of Directors be independent. An "independent director" is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with the company). Our board has determined that each of Cathy Jiang, Joel Mayersohn and Brian
Hartzband is an independent director under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings
at which only independent directors are present.

 Officer
and Director Compensation

 None
of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities
are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an
affiliate of our Sponsor a total of $10,000 per month for office space, administrative and support services. Our Sponsor, officers and
directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit
committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,
management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known,
in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.
It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the
post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers
will be determined by a compensation committee constituted solely by independent directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.

 Committees
of the Board of Directors

 Our
Board of Directors has two standing committees: an audit committee and a compensation committee. Each committee operates under a charter
that has been approved by our board and has the composition and responsibilities described below. Subject to phase-in rules and a limited
exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of
independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent
directors.

 Audit
Committee

 We
have established an audit committee of the Board of Directors. The members of our audit committee are Cathy Jiang, Joel Mayersohn and
Brian Hartzband. Cathy Jiang serves as chairman of the audit committee.

 Each
member of the audit committee is financially literate and our Board of Directors has determined that Cathy Jiang qualifies as an "audit
committee financial expert" as defined in applicable SEC rules.

 We
have adopted an audit committee charter, which details the principal functions of the audit committee, including:

 the
 appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent
 registered public accounting firm engaged by us;

 pre-approving
 all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged
 by us, and establishing pre-approval policies and procedures;

 and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

 setting
 clear hiring policies for employees or former employees of the independent auditors;

 setting
 clear policies for audit partner rotation in compliance with applicable laws and regulations;

 obtaining
 and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor's internal
 quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,
 of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years
 respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

 and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC
 prior to us entering into such transaction; and

 with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including
 any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues
 regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated
 by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Compensation
Committee

 We
have established a compensation committee of the Board of Directors. The members of our Compensation Committee are Cathy Jiang, Joel
Mayersohn and Brian Hartzband. Joel Mayersohn serves as chairman of the compensation committee. We have adopted a compensation committee
charter, which details the principal functions of the compensation committee, including:

 and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation,
 evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the
 remuneration (if any) of our Chief Executive Officer's based on such evaluation;

 and approving the compensation of all of our other officers;

 our executive compensation policies and plans;

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 assisting
 management in complying with our proxy statement and annual report disclosure requirements;

 approving
 all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 producing
 a report on executive compensation to be included in our annual proxy statement; and

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors.

 The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominations

 We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may
recommend a director nominee for selection by the Board of Directors. The Board of Directors believes that the independent directors
can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing
nominating committee. In accordance with the Nasdaq rules, all such directors are independent. As there is no standing nominating committee,
we do not have a nominating committee charter in place.

 The
Board of Directors will also consider director candidates recommended for nomination by our shareholders during such times as they are
seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).
Our shareholders that wish to nominate a director for election to our Board of Directors should follow the procedures set forth in our
bylaws.

 We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for directorship, the Board of Directors considers educational background, diversity
of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders.

 Compensation
Committee Interlocks and Insider Participation

 None
of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or Board of Directors
of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee
of another entity, one of whose executive officers served on our Board of Directors.

 Code
of Ethics

 We
have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review these documents by accessing
our public filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without
charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current
Report on Form 8-K.

 Conflicts
of Interest

 Under
Cayman Islands law, directors and officers owe the following fiduciary duties:

 duty
 to act bona fide in the best interests of the company;

 duty
 not to make a profit based on their positions as director (unless the company permits them to do so); and

 duty
 not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests.

 In
addition to the above, directors also owe to the company a duty of to act with skill and care which is not fiduciary in nature. This
duty has been considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably
be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard
with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

 As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be
forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by
way of permission granted in the third amended and restated memorandum and articles of association or alternatively by shareholder approval
at general meetings.

 Each
of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or
contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities
to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes
aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,
he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,
and only present it to us if such entity rejects the opportunity. Our third amended and restated memorandum and articles of association
will provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity
offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be
reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers
would materially undermine our ability to complete our business combination.

 Members
of our management team may become an officer or director of another special purpose acquisition company with a class of securities registered
under the Exchange Act even before we have entered into a definitive agreement regarding our initial business combination. Potential
investors should also be aware of the following other potential conflicts of interest:

 None
 of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest
 in allocating his or her time among various business activities.

 In
 the course of their other business activities, our officers and directors may become aware of investment and business opportunities
 which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may
 have conflicts of interest in determining to which entity a particular business opportunity should be presented.

 Our
 Sponsor, officers and directors have agreed to waive their redemption rights with respect to our Founder Shares and Public Shares
 in connection with the consummation of our initial business combination. Additionally, our Sponsor, officers and directors have agreed
 to waive their redemption rights with respect to their Founder Shares if we fail to consummate our initial business combination within
 18 months after the closing of our IPO (or up to 25 months from the closing of our IPO if we extend the period of time to consummate
 a business combination by the full amount of time). If we do not complete our initial business combination within such applicable
 time period, the proceeds of the sale of the Placement Units held in the trust account will be used to fund the redemption of our
 Public Shares, and the Rights will expire worthless. With certain limited exceptions, the Founder Shares will not be transferable,
 assignable or salable by our Sponsor until the earlier of (1) one year after the completion of our initial business combination and
 (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our
 initial business combination that results in all of our shareholders having the right to exchange their Ordinary Shares for cash,
 securities or other property. Notwithstanding the foregoing, if the last sale price of our Ordinary Shares equals or exceeds $12.00
 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations
 and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
 the Founder Shares will be released from the lock-up. With certain limited exceptions, the Placement Units, Private Placement Shares,
 Private Placement Rights and the Ordinary Shares underlying such Rights will not be transferable, assignable or salable by our Sponsor
 until 30 days after the completion of our initial business combination. Since our Sponsor and officers and directors may directly
 or indirectly own Ordinary Shares and Rights following our IPO, our officers and directors may have a conflict of interest in determining
 whether a particular target business is an appropriate business with which to effectuate our initial business combination.

 Our
 officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
 or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect
 to our initial business combination.

 The
conflicts described above may not be resolved in our favor.

 Accordingly,
as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our officers
and directors currently have fiduciary duties or contractual obligations:

 Individual

 Entity

 Entity's
 Business

 Affiliation

 Yuan

 Shaanxi
 38Fule Technology Company

 Healthcare
 company

 Chairman

 Zhang

 Ascendant
 Global Advisors, Inc

 Business
 consulting and advisory

 Managing

 Cathy
 Jiang

 Alpha
 Square Group

 Family
 office investing in growth-stage Fintech and Enterprise SaaS companies

 Managing

 Brian
 Hartzband

 TEKsystems

 A flagship company of Allegis Group, offers specialized IT services and talent solutions

 Account Manager

 Joel
 Mayersohn

 Dickinson
 Wright PLLC

 Full-service
 law firm in the U.S.

 Member

 Accordingly,
if any of the above officers or directors becomes aware of a business combination opportunity which is suitable for any of the above
entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity,
subject to his or her fiduciary duties under Cayman Islands law.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors.
In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would
obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for
the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to
our Company from a financial point of view.

 In
the event that we submit our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors
have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares held by them (and their permitted
transferees will agree) and any Public Shares purchased during or after the IPO in favor of our initial business combination.

 Limitation
on Liability and Indemnification of Officers and Directors

 Cayman
Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and
restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent
permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful
default. We may purchase a policy of directors' and officers' liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify
our officers and directors.

 Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

 Item
11. Executive Compensation.

 None
of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities
are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an
affiliate of our Sponsor a total of $10,000 per month for office space, administrative and support services. Our Sponsor, officers and
directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit
committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,
management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known,
in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.
It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the
post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers
will be determined by a compensation committee constituted solely by independent directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

 The
following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date hereof by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

 each
 of our officers and directors; and

 all
 of our officers and directors as a group.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them.

 The
beneficial ownership of our Ordinary Shares is based on an aggregate of 6,653,077 Ordinary Shares issued and outstanding as of the date
hereof.

 Name and Address of Beneficial Owner (1)

 Number of

Ordinary Shares
 Beneficially
 Owned (2)

 Approximate
 Percentage of
 Outstanding
 Ordinary Shares

 10XYZ Holdings LP (3)

 2,044,000

 30.7
 %

 Xiaofeng Yuan (3)

 2,044,000

 30.7
 %

 Taylor Zhang (3)

 2,044,000

 30.7
 %

 Cathy Jiang

 —

 —

 Joel Mayersohn

 —

 —

 Brian Hartzband

 —

 —

 All executive officers and directors as a group (5 individuals)

 2,044,000

 30.7
 %

 Hudson Bay Capital Management LP (4)

 500,000

 7.5
 %

 Wolverine Asset Management, LLC (5)

 566,713

 8.5
 %

 Mizuho Financial Group, Inc. (6)

 522,030

 7.8
 %

 (1)

 Unless
 otherwise noted, the business address of each of the following entities or individuals is 420 Lexington Ave Suite 2446, New York,
 NY 10170.

 (2)

 Interests
 shown consist of Founder Shares and Private Placement Shares.

 (3)

 Each
 of Xiaofeng Yuan, our Chief Executive Officer and Chairman of our Board of Directors and Taylor Zhang, our Chief Financial Officer,
 may be deemed to beneficially own shares held by our Sponsor by virtue of his control over 10XYZ Management LLC, the general partner
 of our Sponsor, as its managing members. Each of Mr. Yuan and Mr. Zhang disclaims beneficial ownership of our ordinary shares held
 by our Sponsor other than to the extent of his pecuniary interest in such shares.

 (4)

 Based
 on a Schedule 13G filed by the reporting persons. Mr. Sander Gerber serves as the managing member of Hudson Bay Capital GP LLC, which
 is the general partner of Hudson Bay Capital Management LP. Mr. Gerber disclaims beneficial ownership of these securities. The address
 for the reporting persons is 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830.

 (5)

 Based
 on a Schedule 13G filed by the reporting persons. Wolverine Holdings, L.P. serves as the managing member of Wolverine Asset Management,
 LLC. Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc., the general partner of
 Wolverine Holdings, L.P. Each of Wolverine Holdings, L.P., Mr. Bellick, Mr. Gust, and Wolverine Trading Partners, Inc. have voting
 and disposition power over 567,211 ordinary shares of the Issuer. The address for the reporting persons is 175 West Jackson Boulevard,
 Suite 340, Chicago, IL 60604.

 (6)

 Based
 on a Schedule 13G filed by the reporting persons, Mizuho Financial Group, Inc., Mizuho Bank,
 Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities
 USA LLC which is their wholly-owned subsidiary.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 In
March 2021, we issued an aggregate of 1,437,500 founder shares to our Sponsor for an aggregate purchase price of $25,000, or approximately
$0.017 per share. On December 20, 2021, the Board of Directors of the Company and our Sponsor, as sole shareholder of the Company, approved,
through a special resolution, the following share capital changes:

 (a)

 Each
 of the authorized but unissued 150,000,000 Class A ordinary shares were cancelled and re-designated as ordinary shares of $0.0001
 par value each;

 (b)

 Each
 of the 1,437,500 Class B ordinary shares in issue were exchanged in consideration for the issuance of 1,437,500 ordinary shares of
 $0.0001 par value each; and

 (c)

 Upon
 completion of the above steps, the authorized but unissued 10,000,000 Class B ordinary shares were cancelled.

 On
December 20, 2021, the Company issued an additional 287,500 Ordinary Shares to our Sponsor for no additional consideration, resulting
in our Sponsor holding an aggregate of 1,725,000 Ordinary Shares (the "Founder Shares"). The issuance was considered as a
bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The Founder Shares
include an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters' over-allotment
is not exercised in full or in part. With the consummation of the IPO (including partial exercise by the underwriter of its over-allotment
option), 75,000 Founder Shares were forfeited, resulting in our Sponsor holding an aggregate of 1,650,000 Founder Shares.

 On
October 18, 2022, simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement
(the "Private Placement") of 394,000 Units (the "Placement Units"), each Placement Unit consisting of one Ordinary
Share (the "Private Placement Share") and one right (the "Private Placement Right"), to the Sponsor at a price
of $10.00 per Placement Unit, generating total proceeds of $3,940,000. The Private Placement Shares and the Private Placement Rights
(including the Ordinary Shares issuable upon conversion of the Private Placement Rights) may not, subject to certain limited exceptions,
be transferred, assigned or sold by it until 30 days after the completion of our initial business combination. There will be no redemption
rights or liquidating distributions from the trust account with respect to the Founder Shares, Private Placement Shares, or Private Placement
Rights which will expire worthless if we do not consummate a business combination within the allotted 9-month period (or up to 25 months
from the closing of our IPO if we extend the period of time to consummate a business combination by the full amount of time). The issuance
of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.

 As
more fully discussed in "Item 10. Directors, Executive Officers and Corporate Governance — Conflicts of Interest,"
if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any
entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under
Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take
priority over their duties to us.

 We
entered into an Administrative Services Agreement with our Sponsor pursuant to which we will pay a total of $10,000 per month for
office space, administrative and support services to such affiliate. Upon completion of our initial business combination or our
liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination
takes the full 9 months (or up to 25 months from the closing of our IPO if we extend the period of time to consummate a business
combination by the full amount of time), an affiliate of our Sponsor will be paid a total of $120,000 ($10,000 per month) for office
space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

 Our
Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or
our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling
on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

 As
of December 31, 2023, we have $1,320,000 borrowings under the promissory note with our Sponsor.

On April 14, 2023, our Sponsor agreed to loan to us up to $300,000 to be used for a portion of the expenses of our IPO. (there are no amounts currently outstanding under it).

 On
July 18, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $660,000 (the "Extension Fee")
to the Sponsor. The Extension Fee was issued in connection with the Company's amended and restated memorandum and articles of association
(the " Second A&R Memorandum and Articles ") which provides that the
Company may extend the period of time to consummate a business combination up to three times, each by an additional three months, subject
to our Sponsor, or its designee, depositing $660,000 into the trust account of the Company. On July 18, 2023, the Company deposited $660,000
into the trust account of the Company to extend the date by which it must consummate an initial business combination from July 18, 2023
to October 18, 2023 (the "Extension").

 On
October 18, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $660,000 ("Extension Fee
No. 2") to the Sponsor, pursuant to the Second A&R Memorandum and Articles.
On October 18, 2023, the Company deposited $660,000 into the trust account of the Company to extend the date by which it must consummate
an initial business combination from October 18, 2023 to January 18, 2024 ("Extension No.2").

 On
January 17, 2024, the Company held an extraordinary general meeting of shareholders (the "Meeting"), in lieu of the 2023
annual general meeting, at which the Company's shareholders approved, among other proposals, a proposal, by special resolution,
to amend the Company's Second A&R Memorandum and Articles in their entirety and the substitution in their place of the
third amended and restated memorandum and articles of association of the Company (the " Third A&R Memorandum and Articles "),
which provides that the Company may elect to extend the date by which the Company has to consummate a business combination (the " Combination
Period ") for a total of eight (8) times, as follows:

 (a)

trust an amount equal to the lesser of $200,000 or $0.10 per public share that is not redeemed, an additional three (3) month extension
from January 18, 2024 to April 18, 2024; and

 (b)

trust an amount equal to the lesser of $66,667 or $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.

 On
January 17, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $200,000 ("Extension Fee
No. 3") to Citius Pharma, pursuant to the Third A&R Memorandum and Articles.
On January 17, 2024, Citius Pharma deposited $200,000 into the trust account of the Company to extend the date by which it must consummate
an initial business combination from January 18, 2024 to April 18, 2024 ("Extension No.3").

 Pursuant
to our third amended and restated memorandum and articles of association, we may extend the period of time to consummate a business combination
up to eight times, once by an additional three (3) months and seven times each by an additional month (for a total of up to 25 months
to complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public
shareholders redemption rights in connection therewith. In order to extend the time available for us to consummate our initial business
combination, our Sponsor or its affiliates or designees, upon two days advance notice prior to the applicable deadline, must deposit
into the trust account the lesser of (i) $200,000 ($0.10 per share) on or prior to the date of the applicable deadline, for the three
(3) month extension and (ii) $66,667 ($0.03 per share) on or prior to the date of the applicable deadline, for each one month extension.
Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation
of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds
of the trust account released to us. If we do not complete a business combination, we will not repay such loans.

 In
addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate
of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete
an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close,
we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust
account would be used for such repayment.

 Up
to $1,500,000 of the loans made by our Sponsor, our officers and directors, or our or their affiliates to us prior to or in connection
with our initial business combination may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon
consummation of our initial business combination. The Units would be identical to the Placement Units. The terms of such loans by our
Sponsor, our officers and directors, or their affiliates, if any, have not been determined and no written agreements exist with respect
to such loans. We do not expect to seek loans from parties other than our Sponsor, our officers and directors or an affiliate of theirs
as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access
to funds in our trust account

 After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director
compensation.

 We
entered into a registration rights agreement with respect to the Founder Shares, Placement Units, and Units that may be issued on conversion
of working capital loans (and in each case holders of their component securities, as applicable).

 Related
Party Policy

 We
have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions
discussed above were not reviewed, approved or ratified in accordance with any such policy.

 We
have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions
approved by our Board of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under
our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) involving the Company. You will be able to review these documents by accessing our public
filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge
upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report
on Form 8-K.

 In
addition, our audit committee, pursuant to a written charter that we have adopted prior to the consummation of our IPO, is responsible
for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority
of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related
party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous
written consent of all of the members of the audit committee will be required to approve a related party transaction. We also require
each of our directors and executive officers to complete a directors' and officers' questionnaire that elicits information
about related party transactions.

 These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.

 To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated
with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent
investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to
acquire or an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.
Furthermore, no finder's fees, reimbursements or cash payments will be made to our Sponsor, officers or directors, or our or their
affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination. However, the
following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from the
proceeds of our IPO held in the trust account prior to the completion of our initial business combination:

 Repayment
 of up to an aggregate of up to $1,320,000 in loans, if any, made to us by our Sponsor to cover offering-related and organizational
 expenses;

 The Sponsor has entered into a promissory note with TenX, dated April 14, 2023 (the "April Promissory Note")
issued by TenX to the Sponsor, pursuant to which TenX may borrow up to $300,000 from the Sponsor. The April Promissory Note is non-interest
bearing, unsecured and due and payable in full on the earlier of the date TenX consummates its initial business combination and the date
that winding up of TenX is effective. If TenX does not complete its initial business combination within the required period, it may use
a portion of its working capital held outside the trust account to repay such advances and any other working capital advances made to
TenX, but no proceeds held in the trust account would be used to repay such advances and any other working capital advances made to TenX,
and such related party may not be able to recover the value it has loaned to TenX and any other working capital advances it may make.
The Sponsor has the right, but not the obligation, to convert the April Promissory Note, in whole or in part, up to $1,500,000, collectively
with all other such promissory notes, into private TenX Units at a price of $10.00 per unit, each consisting of TenX Ordinary share
and one TenX Right upon the consummation of a business combination.

 Payment
 to an affiliate of our Sponsor of $10,000 per month, for up to 18 months (or up to 25 months from the closing of our IPO if we extend
 the period of time to consummate a business combination by the full amount of time), for office space, utilities and secretarial
 and administrative support;

 Reimbursement
 for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

 Repayment
 of non-interest bearing loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors
 to finance transaction costs in connection with an intended initial business combination and repayment of non-interest bearing loans
 which may be made by our Sponsor or its affiliates to extend our time period for consummating a business combination, the terms of
 which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto.
 Up to $1,500,000 of the loans made by our Sponsor, our officers and directors, or our or their affiliates to us prior to or in connection
 with our initial business combination may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon
 consummation of our initial business combination. The Units would be identical to the Placement Units.

 Our
audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

Independence

 The
Nasdaq listing standards require that a majority of our Board of Directors be independent. An "independent director" is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with the company). Our board has determined that each of Cathy Jiang, Joel Mayersohn and Brian
Hartzband is an independent director under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings
at which only independent directors are present.

 Item
14. Principal Accounting Fees and Services.

 The
following is a summary of fees paid or to be paid to Marcum LLP ("Marcum") for services rendered.

 Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and
services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional
services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for
the respective periods and other required filings with the SEC for the years ended December 31, 2023 and 2022 totaled $199,711 and $59,740,
respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

 Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under "Audit Fees." We did not pay Marcum for professional
services rendered for the years ended December 31, 2023 and 2022.

 Tax
Fees. We did not pay Marcum for tax planning and tax advice for the years ended December 31, 2023 and 2022.

 All
Other Fees. We did not pay Marcum for other services for the years ended December 31, 2023 and 2022.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 1.
The following documents are filed as part of this Annual Report:

 Financial
Statements: See "Item 8. Financial Statements and Supplementary Data" herein and "Index to Financial Statements"
and financial statements incorporated by reference therein commencing below.

 2.
Exhibits: The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

 Exhibit
 Number

 Description

 2.1

 Agreement and Plan of Merger and Reorganization, dated October 23, 2023, by and among the Registrant, Citius Pharmaceuticals, Inc., Citius Oncology, Inc. and TenX Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to Form 8-K as filed with the Securities and Exchange Commission on October 24, 2023)

 3.1

 Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

 3.2

 Third Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to Form 8-K filed with the Securities and Exchange Commission on January 18, 2024)

 4.1

 Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

 4.2

 Specimen Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

 4.3

 Specimen Right Certificate (incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

 4.4

 Rights Agreement, dated October 13, 2022, by and between the Registrant and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 4.1 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

 10.1

 Letter Agreement, dated October 13, 2022, by and among the Registrant, its officers and directors, and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

 10.2

 Investment Management Trust Agreement, dated October 13, 2022, by and between the Registrant and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

 10.3

 Registration Rights Agreement, dated October 13, 2022, by and between the Registrant and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

 10.4

 Private Placement Unit Subscription Agreement, dated October 13, 2022, by and between the Registrant and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.4 to Form 8-K as filed with the Securities and Exchange Commission on October 19, 2022)

 10.5

 Securities Subscription Agreement, dated March 24, 2021, by and between the Registrant and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.5 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

 10.6

 Amended and Restated Securities Subscription Agreement, dated December 20, 2021, by and between the Registrant and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.10 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

 10.7

 Form of Administrative Services Agreement, by and between the Registrant and 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.8 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

 10.8

 Promissory Note, dated July 18, 2023, issued by the Registrant to 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on July 18, 2023)

 10.9

 Promissory Note, dated October 18, 2023, issued by the Registrant to 10XYZ Holdings LP (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on October 18, 2023)

 10.10

 Sponsor Support Agreement, dated October 23, 2023, by and among the Registrant, 10XYZ Holdings LP, Citius Pharmaceuticals, Inc. and Citius Oncology, Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on October 24, 2023)

 10.11

 Form of Amended and Restated Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on October 24, 2023)

 10.12

 Form of Amended and Restated Shared Services Agreement (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on October 24, 2023)

 10.13

 Promissory Note, dated January 17, 2024, issued by the Registrant to Citius Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on January 18, 2024)

 Form of Code of Ethics (incorporated herein by reference to Exhibit 14 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

 97.1

 Policy Relating to Recovery of Erroneously Awarded Compensation

 99.1

 Form of Audit Committee Charter (incorporated herein by reference to Exhibit 99.1 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

 99.2

 Form of Compensation Committee Charter (incorporated herein by reference to Exhibit 99.2 to Form S-1 as filed with the Securities and Exchange Commission on September 12, 2022)

 31.1

 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 Item
16. Form 10-K Summary.

 None.

 SIGNATURE

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 TENX

 Date:
 April 16, 2024

 By:

 /s/
 Xiaofeng Yuan

 Yuan

 Chief
 Executive Officer and Chairman

 (Principal
 Executive Officer)

 By:

 /s/
 Taylor Zhang

 Zhang

 Chief
 Financial Officer and Director

 (Principal
 Financial Officer and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/
 Xiaofeng Yuan

 Chief
 Executive Officer and Chairman

 April

 Yuan

 (Principle
 Executive Officer)

 /s/
 Taylor Zhang

 Chief
 Financial Officer and Director

 April

 Zhang

 (Principal
 Accounting and Financial Officer)

 /s/
 Cathy Jiang

 April

 Cathy
 Jiang

 /s/
 Joel Mayersohn

 April

 Alfred
 "Trey" Hickey

 /s/
 Brian Hartzband

 April

 Brian
 Hartzband

 TenX
Keane Acquisition

 FOR
THE YEAR ENDED DECEMBER 31, 2023

 Page

 Financial
 Statements

 Report of Independent Registered Public Accounting Firm (PCAOB # 688)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Shareholders' Equity (Deficit) for the Years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 TenX
Keane Acquisition

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet s of TenX Keane Acquisition (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operations, changes in shareholders' equity (deficit) and cash flows
for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period
ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note
1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
businesses on or before April 18, 2024 or make a deposit into the Company's trust account at a specified amount to extend the business
combination deadline by an additional seven months through November 18, 2024. The Company entered into an agreement and plan of merger
and reorganization with a business combination target on October 24, 2023; however, the completion of this transaction is subject to
the approval of the Company's shareholders among other conditions. There is no assurance that the Company will obtain the necessary
approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction
prior to April 18, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund
operations for any period of time after April 18, 2024, in the event that it is unable to complete a business combination by that date.
These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with
regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should
the Company be unable to continue as a going concern.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit s in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit s
 to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or
fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audit s we are required to obtain an understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly,
we express no such opinion.

 Our
audit s included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit s also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audit s provide a reasonable basis for our opinion.

 /s/
Marcum llp

 Marcum
LLP

 We
have served as the Company's auditor since 2021.

 Houston,
TX

 April

 F- 1

 TENX

 CONSOLIDATED
BALANCE SHEETS

 December 31, 2023

 December 31, 2022

 ASSETS

 Current Assets:

 Cash

 $
 32,746

 $
 289,175

 Prepaid expenses

 25,454

 88,169

 Total Current Assets

 58,200

 377,344

 Investments held in trust account

 72,565,394

 67,813,020

 Total Assets

 $
 72,623,594

 $
 68,190,364

 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

 Current Liabilities:

 Accrued offering costs

 $
 5,001

 $
 31,836

 Accrued expenses

 375,886

 —

 Note payable - Sponsor

 1,320,000

 —

 Due to related party

 344,875

 —

 Total Current Liabilities

 2,045,762

 31,836

 Commitments and contingencies

 -

 -

 Ordinary shares subject to possible redemption ( 6,600,000
 shares at redemption value of approximately $ 10.99
 and $ 10.27
 per share as of December 31, 2023 and December 31, 2022, respectively.)

 72,565,394

 67,813,020

 Shareholders' Equity (Deficit):

 Preferred shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 —

 —

 Ordinary shares, $ 0.0001
 par value; 150,000,000
 shares authorized; 2,341,000
 and 2,416,000 shares issued and outstanding (excluding 6,600,000
 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively

 Additional paid-in capital

 —

 —

 Retained earnings (Accumulated deficit)

 ( 1,987,729
)

 345,266

 Total Shareholders' Equity (Deficit)

 ( 1,987,562
)

 345,508

 T otal Liabilities and Shareholders' Equity (Deficit)

 $
 72,623,594

 $
 68,190,364

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 2

 TENX

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 31, 2023

 31, 2022

 FOR THE YEAR ENDED

 31, 2023

 31, 2022

 General and administrative costs

 1,013,070

 138,115

 Operating loss

 $
 ( 1,013,070
)

 $
 ( 138,115
)

 Interest income on investments held in trust account

 3,432,374

 493,020

 Change in derivative liability

 —

 25,906

 Total other income

 3,432,374

 518,926

 Net income

 $
 2,419,304

 $
 380,811

 Weighted average ordinary shares outstanding, basic and diluted for ordinary shares subject to redemption

 6,600,000

 1,341,758

 Basic and diluted net income per ordinary share for ordinary shares subject to redemption

 $
 0.27

 $
 0.12

 Weighted average ordinary shares outstanding, basic and diluted for ordinary shares not subject to
 redemption

 2,347,986

 1,865,478

 Basic and diluted net income per ordinary share for ordinary shares not subject to redemption

 $
 0.27

 $
 0.12

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 TENX

 CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

 For
the YEARS ended DECEMBER 31, 2023 AND 2022

 Shares

 Amount

 Capital

 Receivable

 Earnings

 (Deficit)

 Ordinary Shares

 Additional
 Paid-in

 Shareholder

 (Accumulated Deficit)
 Retained

 Total
Shareholders'
 Equity

 Shares

 Amount

 Capital

 Receivable

 Earnings

 (Deficit)

 Balance, January 1, 2023

 2,416,000

 $

 $
 —

 $
 —

 $
 345,266

 $
 345,508

 Shares forfeited due to partial
 exercise of underwriters overallotment (1)

 ( 75,000
)

 ( 75
)

 —

 Remeasurement of ordinary shares subject to redemption

 —

 —

 —

 —

 ( 4,752,374
)

 ( 4,752,374
)

 Net income

 —

 —

 —

 —

 2,419,304

 2,419,304

 Balance, December 31, 2023

 2,341,000

 $

 —

 $
 —

 $
 ( 1,987,729
)

 ( 1,987,562
)

 Ordinary Shares

 Additional
 Paid-in

 Shareholder

 (Accumulated Deficit)
 Retained

 Total
Shareholders'
 Equity

 Shares

 Amount

 Capital

 Receivable

 Earnings

 (Deficit)

 Balance, January 1, 2022

 1,725,000

 $

 $
 24,827

 $
 ( 25,000
)

 $
 ( 10,113
)

 $
 ( 10,113
)

 Balance

 1,725,000

 $

 $
 24,827

 $
 ( 25,000
)

 $
 ( 10,113
)

 $
 ( 10,113
)

 Payment for founder shares

 —

 —

 —

 25,000

 —

 25,000

 Private placement rights proceeds

 394,000

 3,939,961

 —

 —

 3,940,000

 Fair value of public rights

 —

 —

 1,056,000

 —

 —

 1,056,000

 Fair value of underwriter shares

 297,000

 2,922,450

 —

 —

 2,922,480

 Issuance costs

 —

 —

 ( 343,845
)

 —

 —

 ( 343,845
)

 Remeasurement of ordinary shares subject to redemption

 —

 —

 ( 7,599,393
)

 —

 ( 25,432
)

 ( 7,624,825
)

 Net income

 —

 —

 —

 —

 380,811

 380,811

 Balance, December 31, 2022

 2,416,000

 —

 —

 $
 345,266

 $
 345,508

 Balance

 2,416,000

 —

 —

 $
 345,266

 $
 345,508

 (1)
 Relates
 to shares forfeited during the year ended December 31, 2022.

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 TENX

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

31, 2023

 DECEMBER 31, 2022

 FOR THE YEAR ENDED

31, 2023

 DECEMBER 31, 2022

 Cash flows from operating activities:

 Net income

 $
 2,419,304

 $
 380,811

 Adjustments to reconcile net income to net cash used in operating activities:

 Interest income on investments held in trust account

 ( 3,432,374
)

 ( 493,020
)

 Change in operating assets and liabilities:

 Prepaid expenses

 62,715

 ( 88,169
)

 Deferred offering costs

 —

 126,422

 Accrued expenses

 349,051

 25,988

 Net cash used in operating activities

 ( 601,304
)

 ( 47,968
)

 Cash flows from investing activities:

 Cash deposited into trust account

 ( 1,320,000
)

 ( 67,320,000
)

 Net cash used in investing activities

 ( 1,320,000
)

 ( 67,320,000
)

 Cash flows from financing activities:

 Sale of ordinary shares

 —

 66,000,000

 Net proceeds from sale of private placement ordinary shares

 —

 3,335,987

 Underwriting fee

 —

 ( 1,320,000
)

 Other fees

 —

 ( 253,157
)

 Proceeds from issuance ordinary shares to sponsor

 —

 25,000

 Repayment of sponsor note

 —

 ( 130,687
)

 Proceeds from sponsor note

 1,320,000

 —

 Advance from related party

 344,875

 —

 Net cash provided by financing activities

 1,664,875

 67,657,143

 Net change in cash

 ( 256,429
)

 289,175

 Cash at beginning of period

 289,175

 —

 Cash at end of period

 $
 32,746

 $
 289,175

 Supplemental disclosure of non-cash financing activities:

 Remeasurement of ordinary shares subject to possible redemption

 4,752,374

 7,624,825

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 TENX

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

 TenX
Keane Acquisition (the "Company") was incorporated in the Cayman Islands on March 1, 2021. The Company was formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (the "Business Combination").

 The
Company is not limited to a particular industry or sector for purposes of consummating an Initial Business Combination. The Company is
an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging
growth companies.

 As
of December 31, 2023, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through
December 31, 2023 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which
is described below. The Company will not generate any operating revenues until after the completion an initial Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed
Public Offering. The Company has selected December 31 as its fiscal year end.

 The
registration statement for the Company's Initial Public Offering (the "Registration Statement") was declared
effective on October 13, 2022. On October 18, 2022, the Company consummated the Initial Public Offering of 6,600,000
units, including 600,000
additional units issued pursuant to the partial exercise by the underwriter of its over-allotment option, ("Units" and,
with respect to the ordinary share included in the Units being offered, the "Public Shares"), generating gross proceeds
of $ 66,000,000,
which is described in Note 3.

 Simultaneously
with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (the "Private
Placement") of 394,000 Units (the "Placement Units"), to 10XYZ Holdings LP (the "Sponsor") at a price
of $ 10.00 per Placement Unit, generating total proceeds of $ 3,940,000.

 As
of October 18, 2022, transaction costs amounted to $ 4,859,330 consisting of $ 1,320,000 of cash underwriting fees, non-cash underwriting
fees of $ 2,922,480 represented by the fair value of 297,000 shares issued to the underwriter and $ 616,850 of other offering costs. These
costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon
completion of the Initial Public Offering.

 Following
the closing of the Initial Public Offering on October 18, 2022, an amount of $ 67,320,000 ($ 10.20 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the Trust Account. The
funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in any
open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii)
the distribution of the Trust Account, as described below.

 The
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more
operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (as defined below)
(excluding the taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the
post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise
acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under
the Investment Company Act of 1940, as amended (the "Investment Company Act").

 F- 6

 There
is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public
Offering, management has agreed that $ 10.00 per Unit sold in the Proposed Public Offering, including proceeds of the sale of the Private
Placement Units, will be held in a trust account (the "Trust Account") and invested in U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment
company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii)
the distribution of the funds in the Trust Account to the Company's shareholders, as described below.

 The
Company will provide the holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

 All
of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the
Company's liquidation, if there is a shareholder vote or tender offer in connection with the Company's Business
Combination and in connection with certain amendments to the Company's amended and restated certificate of incorporation (the
"Certificate of Incorporation"). In accordance with the rules of the U.S. Securities and Exchange Commission (the
"SEC") and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption
provisions not solely within the control of a company require ordinary share subject to redemption to be classified outside of
permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., rights), the initial
carrying value of ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC
470-20. The ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the
Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the
date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the
instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the
instrument to equal the redemption value at the end of each reporting period. The Company has elected to immediate fair value
recognition. The accretion will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained
earnings, additional paid-in capital). While redemptions cannot cause the Company's net tangible assets to fall below $ 5,000,001,
the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes
place.

 The
Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does
not then become subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement that
may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination,
the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving
a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting
of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does
not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum
and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the
"SEC"), and file tender offer documents containing substantially the same information as would be included in a proxy statement
with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination,
the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed
Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public
Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

 F- 7

 Notwithstanding
the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public
Shares without the Company's prior written consent.

 The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with
the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
(i) to modify the substance or timing of the Company's obligation to allow redemption in connection with the Company's initial
Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination
Period (as defined below) or (ii) with respect to any other provision relating to shareholders' rights or pre-initial business
combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval
of any such amendment 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 Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public
Shares.

 The
Company will have until 18 months (or 25 months if the Company extends the period) from the closing of the Public Offering to
consummate a Business Combination (the "Combination Period"). However, if the Company has not completed a Business
Combination within the Combination Period, the Company 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 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 and not previously released to us to pay our taxes, if any (less up to $ 100,000
of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will
completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company's remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the
Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. The Company convened an extraordinary general meeting of shareholders on January 17, 2024, regarding the extension
amendment. See the subsequent event disclosure below.

 The
Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will
receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its
respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account
if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible
that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($ 10.00).

 In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party (other than the Company's independent registered public accounting firm) for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below the lesser of (1) $ 10.00 per Public Share and (2) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share, due to reductions
in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any
claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the
Company's indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Securities Act"). 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. The Company will
seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to
have all vendors, service providers (other than the Company's independent registered public accounting firm), prospective target
businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account.

 F- 8

 Going
Concern Consideration

 The
Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company
currently has less than 12 months from the date these financial statements were issued to complete a Business Combination transaction.
If the Company is unsuccessful in consummating an initial Business Combination by April 18, 2024, per the mandatory liquidation requirement,
the Company must cease all operations, redeem the Public Shares and thereafter liquidate and dissolve. In connection with the Company's
assessment of going concern considerations in accordance with Accounting Standards Update ("ASU") 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company does not have adequate liquidity
to sustain operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern for
a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company's
plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 Risks
and Uncertainties

 Management
continues to monitor the Russian invasion of Ukraine and its global impact. We have no operations, employees or assets in Russia, Belarus
or Ukraine. While the conflict continues to evolve and the outcome remains highly uncertain, we do not currently believe the Russia-Ukraine
conflict will have a material impact on our business and results of operations. However, if the Russia-Ukraine conflict continues or
worsens, leading to greater global economic or political disruptions and uncertainty, our business and results of operations could be
materially impacted as a result.

 Management
continues to monitor the Israel and the Gaza Strip conflict and its global impact. We have no operations, employees or assets in Israel
or the Gaza Strip. While the conflict continues to evolve and the outcome remains uncertain, we do not currently believe the Gaza Strip
conflict will have a material impact on our business and results of operations.

 As
of December 31, 2023 and 2022, the Company had $ 72,565,394 and $ 67,813,020 investments held in trust, respectively.

 Initial
Business Combination

 On
October 24, 2023, the Company 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 Merger Sub, Inc., a Delaware corporation and the Company's wholly
owned subsidiary ("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, among other things, on the terms and subject to the conditions set forth therein, (i) that Merger
Sub will merge with and into Citius Oncology, with Citius Oncology to be renamed and to survive as a wholly owned subsidiary of TenX
(the "Merger"), and (ii) that prior to the effective time of the Merger (the "Effective Time"), TenX will migrate
to and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and
the Cayman Islands Companies Act (As Revised) (the "Domestication"). The newly combined publicly traded company is to be
named "Citius Oncology, Inc." (the "Combined Company"). The Domestication, Merger and the other transactions
contemplated by the Merger Agreement are referred to in this section as the "Business Combination".

 In
the Merger, all shares of Citius Oncology would be converted into the right to receive ordinary share of the Combined Company. As a
result, upon closing, Citius Pharma would receive 67.5
million shares of ordinary share of the Combined Company which, at an implied value of $ 10.00
per share, would be $ 675
million in equity of the Combined Company, before fees and expenses. As part of the transaction, Citius Pharma will contribute
$ 10
million in cash to the Combined Company. An additional 12.6
million existing options will be assumed by the Combined Company. Citius Pharma and the Combined Company will also enter into an
amended and restated shared services agreement, which, among other things, will govern certain management and scientific services
that Citius Pharma will continue to provide to the Combined Company following the Effective Time.

 F- 9

 The
Merger Agreement, Business Combination and the transactions contemplated thereby were unanimously approved by the boards of
directors of each of the Company, Citius Pharma and Citius Oncology. The transaction is expected to be completed in the first half
of 2024, subject to approval by shareholders of the Company and other customary closing conditions, including final regulatory
approvals and SEC filings. There can be no assurance regarding the ultimate timing of the proposed transaction or that the
transaction will be completed at all.

 We
will have until 18 months from the closing of our IPO to consummate an initial business combination (the "Combination Period").
However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may extend the
Combination Period up to seven (7) times, each time for an additional month (for a total of up to 25 months to complete a business combination)
without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in
connection therewith. Pursuant to the terms of our third amended and restated memorandum and articles of association and the trust agreement
entered into between us and American Stock Transfer & Trust Company on October 13, 2022, in order to extend the time available for
us to consummate our initial business combination, our Sponsor or its affiliates or designees, upon two days advance notice prior to
the applicable deadline, must deposit into the trust account the lesser of $ 66,667 or $ 0.03 per public share that is not redeemed on
or prior to the date of the applicable deadline, for each one month extension. Any such payments would be made in the form of a loan.
Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our
initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not
complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholders contains
a provision pursuant to which our Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust
account in the event that we do not complete a business combination. Our Sponsor and its affiliates or designees are not obligated to
fund the trust account to extend the time for us to complete our initial business combination. Up to $ 1,500,000 of the loans made by
our Sponsor, our officers and directors, or our or their affiliates to us prior to or in connection with our initial business combination
(including loans made to extend our time period for consummating a business combination) may be convertible into Units at a price of
$ 10.00 per Unit at the option of the lender.

 If
we are unable to consummate an initial business combination within such time period, we will, 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 any interest earned on the funds held in the trust account (net
of interest that may be used by us to pay our taxes payable and for dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve
and liquidate. We expect the pro rata redemption price to be approximately $ 10.99 per public share (subject to increase of up to an additional
approximately $ 0.03 per share for each month in the event that our Sponsor elects to extend the period of time to consummate a business
combination by the full seven months), without taking into account any interest earned on such funds. However, we cannot assure you that
we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our
public shareholders.

 We
anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete
such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires
50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority
interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned
or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than
one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses

 F- 10

 NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America ("US GAAP").

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation.

 Emerging
Growth Company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities
Act"), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.

 Use
of Estimates

 The
preparation of financial statements in conformity with US GAAP requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.

 Cash
and cash equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had no cash equivalents at December 31, 2023 and 2022.

 Trust
Account

 Upon
the closing of the Initial Public Offering and the Private Placement, $ 67,320,000 ($ 10.20 per Unit) of the net proceeds of the Initial
Public Offering and certain of the proceeds of the Private Placement Units was held in the Trust Account located in the United States
with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act,
which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the
completion of a Business Combination and (ii) the distribution of the Trust Account as described above.

 As
of December 31, 2023 and 2022, the Company had $ 72,565,394 and $ 67,813,020, respectively, in investments held
in the Trust Account.

 Deferred
Offering Costs

 Deferred
offering costs consist of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the
underwriting discounts and commissions, were charged to additional paid in capital upon completion of the Initial Public Offering. As
of December 31, 2023 and 2022 the Company had no deferred offering costs.

 Income
Taxes

 The
Company follows the asset and liability method of accounting for income taxes under ASC 740, " Income Taxes." Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.

 F- 11

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023
and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position.

 There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's financial statements.

 Ordinary
Shares Subject to Possible Redemption

 The
Company accounts for the ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480,
" Distinguishing Liabilities from Equity." Shares of the common stock subject to mandatory redemption are
classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of the common stock (including
shares of the common stock that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the issuer's control) are classified as temporary equity. At all
other times, shares of the common stock are classified as shareholders' equity. The ordinary shares feature certain
redemption rights that are considered by the Company to be outside of the Company's control and subject to the occurrence of
uncertain future events. Accordingly, as of December 31, 2023 and December 31, 2022, the ordinary shares subject to possible
redemption in the amount of $ 72,565,394
and $ 67,813,020,
respectively, are presented as temporary equity, outside of the shareholders' equity section of the Company's balance
sheet.

 As
of December 31, 2023 and December 31, 2022, ordinary shares subject to possible redemption reflected on the balance sheet is reconciled
on the following table:

 SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION

 Gross proceeds

 $
 66,000,000

 Proceeds allocated to public rights

 ( 1,056,000
)

 Offering costs allocated ordinary shares subject to redemption

 ( 4,755,805
)

 Remeasurement of ordinary shares subject to redemption

 7,624,825

 Ordinary shares subject to possible redemption – December 31, 2022

 $
 67,813,020

 Remeasurement of ordinary shares subject to redemption

 4,752,374

 Ordinary shares subject to possible redemption – December 31, 2023

 $
 72,565,394

 Net
income per share

 The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". Net income per
share of ordinary shares is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.
The Company applies the two-class method in calculating income per ordinary share.

 As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised
or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is
the same as basic net income per ordinary share for the period presented.

 F- 12

 The
following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

 SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE

 Year Ended

 Year Ended

 December 31,

 December 31,

 2023

 2022

 Ordinary shares subject to redemption

 Numerator: Allocation of net income

 $
 1,784,469

 159,314

 Denominator: Basic and diluted weighted average shares outstanding

 6,600,000

 1,341,758

 Basic and diluted net income per share

 $
 0.27

 $
 0.12

 Ordinary shares not subject to redemption

 Numerator: Allocation of net income

 $
 634,835

 $
 221,497

 Denominator: Basic and diluted weighted average shares outstanding

 2,347,986

 1,865,478

 Basic and diluted net income per share

 $
 0.27

 $
 0.12

 Derivative
Financial Instruments

 The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as
embedded derivatives in accordance with ASC Topic 815, " Derivatives and Hedging." For derivative financial
instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant
date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The
classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current
based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet
date. The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares
and was accounted for as a liability pursuant to ASC 480.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000. The Company has not experienced losses on this account.

 Financial
Instruments

 The
Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal
or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy
distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

 Level
1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets.

 Level
2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that
are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

 Level
3 Inputs: Significant inputs into the valuation model are unobservable.

 The
Company does not have any recurring Level 2 or Level 3 assets or liabilities. See Note 8 for Level 1 assets and liabilities. The
carrying value of the Company's financial instruments including its cash and accrued liabilities approximate their fair values
principally because of their short-term nature.

 F- 13

 Recent
Accounting Standards

 In
August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06, " Debt — Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity
(Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"),"
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also
removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and
it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company on January 1, 2022.
Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows.

 In June 2022, the FASB issued
ASU 2022-03, ASC Subtopic 820 "Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions". The
ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and
to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value.
The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU
are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early
adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The
Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash
flows.

 Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company's financial statements.

 Convertible Promissory Notes

 The Company accounts for their convertible promissory notes under ASC 815,
"Derivatives and Hedging" ("ASC 815"). Management has determined that other than the conversion feature, the Promissory
Note is a "plain vanilla" liability. Further, the Promissory Note contains no equity host characteristics. As such there is
no embedded derivative that needs bifurcation or other features that require further accounting consideration.

 NOTE
3 — INITIAL PUBLIC OFFERING

 Pursuant
to the Initial Public Offering, the Company sold 6,600,000 Units, including 600,000 additional units issued pursuant to the partial exercise
by the underwriter of its over-allotment option at a price of $ 10.00 per Unit. Each Unit consists of one share of ordinary shares and
one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company's initial business combination
one right ("Public Right"). Five Public Rights will entitle the holder to one share of ordinary shares (see Note 7).

 NOTE
4 — PRIVATE PLACEMENTS

 Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale of 394,000 Private Placement Units. Each Unit
consists of one share of ordinary shares and one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the
Company's initial business combination one right ("Public Right"). The proceeds from the sale of the Private Placement
Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be
used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units and Private
Rights (including the ordinary shares issuable upon exercise of the Private Rights) will not be transferable, assignable or salable until
30 days after the completion of an Initial Business Combination, subject to certain exceptions.

 NOTE
5 — RELATED PARTY TRANSACTIONS

 Founder
Shares

 On
March 24, 2021, the Sponsor received 1,437,500 of the Company's ordinary shares (the "Founder Shares") in exchange
for $ 25,000 to be paid at a later date. On December 20, 2021, the board of directors of the Company and our sponsor, as sole shareholder
of the Company, approved, through a special resolution, the following share capital changes:

 (a)

 Each
 of the authorized but unissued 150,000,000 Class A ordinary shares were cancelled and re-designated as ordinary shares of $ 0.0001
 par value each;

 (b)

 Each
 of the 1,437,500 Class B ordinary shares in issue were exchanged in consideration for the issuance of 1,437,500 ordinary shares of
 $ 0.0001 par value each; and

 (c)

 Upon
 completion of the above steps, the authorized but unissued 10,000,000 Class B ordinary shares were cancelled.

 On
December 20, 2021, subsequent to the above share exchange the Company issued an additional 287,500 ordinary shares to our Sponsor for
no additional consideration, resulting in our Sponsor holding an aggregate of 1,725,000 ordinary shares (the founder shares). The issuance
was considered as a bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively.
The founder shares include an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters'
over-allotment is not exercised in full or in part. On October 18, 2022, the underwriter partially exercised the over-allotment and as
such, as of November 28, 2022, 150,000 ordinary shares are not subject to forfeiture.

 F- 14

 The
Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur
of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported
sale price of the ordinary shares equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business
Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction
that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other
property.

 Promissory
Note — Related Party

 On
March 17, 2021, the Sponsor issued an unsecured promissory note (the "Pre-IPO Note") to the Company (the "Promissory
Note"), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000. The Promissory Note is non-interest
bearing and payable on the earlier of (i) September 30, 2022 or (ii) the consummation of the Proposed Public Offering. After expiration
of the Promissory Note, the Sponsor issued a new unsecured promissory note to the Company (the "Post-IPO Promissory Note")
on April 14, 2023. The Post-IPO Promissory Note is non-interest bearing and payable on the earlier of (i) April 14, 2024 or (ii) the
date of consummation of the Company's initial business combination or liquidation (such earlier date, the "Maturity Date").
As of December 31, 2023 and 2022, there were no amounts outstanding under the Promissory Note.

 Advances
from Related Party

 The
Sponsor paid certain formation and operating costs on behalf of the Company. These advances are due on demand and non-interest bearing.
As of December 31, 2023 and 2022, there were $ 344,875 and $ 0 due to the Sponsor, respectively.

 Administrative
Services Agreement

 Commencing
on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office
space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company's
liquidation, the Company will cease paying these monthly fees. The Company has incurred expense of $ 120,000 and $ 21,666 for the years
ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, there was $ 60,000 and $ 0 payable amounts
accrued, respectively.

 F- 15

 Related
Party Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender's discretion, up to $ 1,500,000 of the notes may be converted into units,
at the price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units In the event
that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working
Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

 On
July 18, 2023 and October 18, 2023, the Company deposited $ 660,000 into the trust account of the Company (the "Extension Fee")
to extend the timeline to complete a business combination for an additional three months from July 18, 2023 to October 18, 2023 (the
"Extension") and then subsequently from October 18,2023 to January 18, 2024. Such deposit of the Extension Fees are evidenced
by unsecured promissory notes (the "Promissory Notes") in the principal amount of $ 660,000 to the Sponsor. The Promissory
Notes bear no interest and are payable in full upon the consummation of the Company's business combination (such date, the "Maturity
Date"). The payees of the Promissory Notes, the Sponsor, have the right, but not the obligation, to convert the Promissory Notes,
in whole or in part, up to $ 1,500,000, into private units (the "Units") of the Company at a price of $ 10.00 per unit, each
consisting of one ordinary share and one right to receive two-tenths (2/10) of one ordinary share upon the consummation of a business
combination, as described in the prospectus of the Company.

 As
of December 31, 2023 and 2022, there were $ 1,320,000 and $ 0 outstanding under the Working Capital Loans, respectively.

 NOTE
6 — COMMITMENTS AND CONTINGENCIES

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans (and any
shares of ordinary shares issuable upon the exercise of the Private Placement Right) will be entitled to registration rights pursuant
to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to
register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form
registration demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration
rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company
to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides
that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until
the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.

 Underwriting
Agreement

 The
Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 900,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter
partially exercised the over-allotment in the amount of 600,000 Units during the option period.

 The
underwriters are entitled to a cash underwriting discount of $ 0.20 per Unit payable upon the closing of the Initial Public Offering.

 F- 16

 The
underwriters are also entitled to 270,000 ordinary shares ( 310,500 if the over-allotment option is exercised in full) as part of its
underwriting fee. Due to the partial exercise, the shares granted at October 18, 2022 were 297,000.

 Investment
Banking Engagement Agreement

 The
Company entered into an agreement with Newbridge Securities Corporation ("Newbridge") for Newbridge to act as the Company's
non-exclusive financial advisor with respect to Merger & Acquisitions ("M&A") services. At the closing of a M&A
transaction, the Company shall pay Newbridge a fee of $ 500,000, which shall be paid in equity; the number of shares of ordinary share shall
be calculated using the same price of as the equity consideration paid to the acquisition target.

 NOTE
7 — SHAREHOLDERS' EQUITY (DEFICIT)

 Preferred
Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such
designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors.
As of December 31, 2023 and 2022, there were no shares of preferred shares issued or outstanding.

 Ordinary
Shares — The Company is authorized to issue 150,000,000 ordinary shares with a par value of $ 0.0001 per share. Holders
of ordinary shares are entitled to one vote for each share.

 As
of December 31, 2023 and 2022, there were 2,341,000 and 2,416,000 ordinary shares issued and outstanding, respectively,
of which an aggregate of up to 225,000 ordinary shares are subject to forfeiture to the extent that the underwriters' over-allotment
option is not exercised in full or in part so that the number of Founder Shares will equal 19 % of the Company's issued and outstanding
ordinary shares after the Initial Public Offering (excluding private placement shares) or approximately 23.0 % (including private placement
shares). The underwriter partially exercised the over-allotment and as such 150,000 ordinary shares are not subject to forfeiture as
of October 18, 2022. The underwriters are also entitled to 270,000 ordinary shares ( 310,500 if the over-allotment option is exercised
in full) as part of its underwriting fee. The underwriters received non-cash underwriting fees of $ 2,922,480 represented by the fair
value of 297,000 shares issued to the underwriter due to the partial exercise, granted at October 18, 2022. Simultaneously with the consummation
of the IPO and the sale of the Units, we consummated the Private Placement of 394,000 Placement Units to the Sponsor at a price of $ 10.00
per Placement Unit, generating total proceeds of $ 3,940,000.

 Only
holders of the founder shares will have the right to vote on the election of directors prior to the Business Combination. Holders of
ordinary shares and holders of founder shares will vote together as a single class on all matters submitted to a vote of our shareholders
except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders' agreement
or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements
that differ from those in effect upon completion of this offering.

 In
the case that additional shares of ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts
issued in the Proposed Public Offering and relate to the closing of a Business Combination, the ratio at which founder shares will be
adjusted (unless the holders of a majority of the then-outstanding shares of founder shares agree to waive such adjustment with respect
to any such issuance or deemed issuance) so that the number of founder shares will equal, in the aggregate, 19 % of the sum of the total
number of all shares of ordinary shares outstanding upon the completion of Proposed Public Offering plus all shares of ordinary shares
and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of ordinary
shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any
seller of an interest in the target to us in a Business Combination.

 F- 17

 Rights
 - Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically
receive two-tenths (2/10) of one ordinary share upon consummation of the initial business combination. The Company will not issue fractional
shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise
addressed in accordance with the applicable provisions of Cayman law.

 NOTE
8. FAIR VALUE MEASUREMENTS

 The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

 The
fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:

 Level
 1:

 Quoted
 prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
 for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level
 2:

 Observable
 inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
 and quoted prices for identical assets or liabilities in markets that are not active.

 Level
 3:

 Unobservable
 inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 The
following table presents information about the Company's assets and liabilities that are measured at fair value at December 31,
2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair
value:

 SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

 Description

 Level

 December 31,
 2023

 December 31,
 2022

 Assets:

 Marketable securities held in the Trust Account

 $
 72,565,394

 $
 67,813,020

 NOTE
9 — SUBSEQUENT EVENTS

 The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements
were issued. Based upon this review the Company did not identify any subsequent events, other than below, that would have required adjustment
or disclosure in the financial statements.

 On
January 17, 2024, the Company held an extraordinary general meeting of shareholders (the "Meeting"), in lieu of the 2023
annual general meeting, at which the Company's shareholders approved, among other proposals, a proposal, by special resolution,
to amend the Company's Second A&R Memorandum and Articles in their entirety and the substitution in their place of the
third amended and restated memorandum and articles of association of the Company (the " Third A&R Memorandum and Articles "),
which provides that the Company may elect to extend the date by which the Company has to consummate a business combination (the " Combination
Period ") for a total of eight (8) times, as follows:

 (a)

trust an amount equal to the lesser of $ 200,000 or $ 0.10 per public share that is not redeemed, an additional three (3) month extension
from January 18, 2024 to April 18, 2024; and

 (b)

trust an amount equal to the lesser of $ 66,667 or $ 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.

 On
January 17, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $ 200,000 ("Extension Fee
No. 3") to Citius Pharma, pursuant to the Third A&R Memorandum and Articles.
On January 17, 2024, Citius Pharma deposited $ 200,000 into the trust account of the Company to extend the date by which it must consummate
an initial business combination from January 18, 2024 to April 18, 2024 ("Extension No.3").

 In
connection with the vote to approve the proposals at the Meeting, holders of 2,287,923
ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.90
per share, which was calculated based on the proxy record date December 28, 2023, for an aggregate redemption amount of
approximately $ 24.9
million. As a result, such amount was removed from the Trust Account to pay such holders. According to the Company's Third Amended and Restated Memorandum and Articles of Association, the redemption
price should be calculated as of two business days prior to the Extraordinary General Meeting, which is January 12, 2024, and the redemption
price should be $11.02 per share. The Company plans to adjust the redemption price based on the above calculation and to pay out the total
difference of approximately $268,645 to the investors who chose to redeem in the second quarter of 2024.

 On
January 31, 2024, the Company amended and restated the October 18, 2023 promissory note to reduce the original principal amount of $ 660,000
by $ 125,000 to reflect the extension fee paid by Citius Pharma. On January 31, 2024, the Company issued a promissory note in the principal
amount of $ 125,000 to Citius Pharma.

 F- 18