| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE
1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Citius
Oncology, Inc. (formerly known as TenX Keane Acquisition, the “Company”) was incorporated in the Cayman Islands on March
1, 2021, and migrated to and domesticated as a Delaware corporation on August 5, 2024. 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 June 30, 2024, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through June
30, 2024 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 6,600,000 600,000 66,000,000 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 10.00 3,940,000 As
of October 18, 2022, transaction costs amounted to $ 4,859,330 1,320,000 2,922,480 297,000 616,850 Following
the closing of the Initial Public Offering on October 18, 2022, an amount of $ 67,320,000 10.20 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 50 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 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 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
Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 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 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 The
Company will have until 12 months (or 19 months if the Company extends the period) 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 100 100,000 2,287,923 6,653,077 April 18, 2024 200,000 Citius Pharma deposited $ 66,667 Citius Pharma deposited $ 66,667 66,667 66,667 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 10.00 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 August 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,” 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 June 30, 2024 and December 31, 2023, the Company had $ 49,152,639 72,565,394 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 Keane Acquisition (“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 10.00 675 10 12.6 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 12 months 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 12 months, we may extend the Combination Period up to seven
(7) times, each time for an additional month (for a total of up to 19 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 0.03 1,500,000 10.00 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 11.35 0.03 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 |
