UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2022
TenX Keane Acquisition
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41534 | N/A | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
420 Lexington Ave, Suite 2446 New York, NY | 10170 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (347) 627-0058
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one ordinary share and one right | TENKU | The Nasdaq Stock Market LLC | ||
| Ordinary shares, par value $0.0001 per share | TENK | The Nasdaq Stock Market LLC | ||
| Rights, each right entitling the holder to receive two-tenths of one ordinary share | TENKR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 18, 2022, TenX Keane Acquisition (the “Company”) consummated its initial public offering (the “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 Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $66,000,000.
In connection therewith and the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1, as amended (File No. 333-256271) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 19, 2021 (the “Registration Statement”) and declared effective by the Commission on October 13, 2022:
| ● | An Underwriting Agreement, dated October 13, 2022, by and between the Company and Maxim Group LLC, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference; |
| ● | A Rights Agreement, dated October 13, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference; | |
| ● | A Letter Agreement, dated October 13, 2022, by and among the Company, its officers and directors, and 10XYZ Holdings LP (the “Sponsor”), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference; | |
| ● | An Investment Management Trust Agreement, dated October 13, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference; |
| ● | A Registration Rights Agreement, dated October 13, 2022, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference; |
| ● | A Private Placement Unit Subscription Agreement, dated October 13, 2022, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference. |
| Item 3.02 | Unregistered Sales of Equity Securities. |
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 the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $3,940,000. The Placement Units (and the underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. 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.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
On October 13, 2022, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 8.01 | Other Events. |
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. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds in the trust account will not be released until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within nine months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate a business combination) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete its initial business combination within nine months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate a business combination), subject to applicable law.
Copies of the press releases issued by the Company announcing the pricing of the IPO and the closing of the IPO are included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
| Item | 9.01. Financial Statements and Exhibits. |
| (d) | Exhibits. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 19, 2022 | TenX Keane Acquisition | |
| By: | /s/ Xiaofeng Yuan | |
| Name: | Xiaofeng Yuan | |
| Title: | Chairman and Chief Executive Officer | |