United States securities and exchange commission logo
September 13, 2021
Taylor Zhang
Chief Executive Officer
TenX Keane Acquisition
No.99, Tiangu 7th Road
Yanta District
Xi an City, Shanxi Province, China 71000
Re: TenX Keane
Acquisition
Amendment No. 2 to
Registration Statement on Form S-1
Filed August 20,
2021
File No. 333-256271
Dear Mr. Zhang:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form S-1 filed on August 20, 2021
Cover Page
1. We note that your
principal executive offices are located in China, a majority of your
executive officers and
directors are located in or have significant ties to China or Hong
Kong, and your
disclosure that you are seeking to acquire a company that may be based in
Asia in an initial
business combination. Please disclose this prominently on the prospectus
cover page. Your
disclosure also should describe the legal and operational risks associated
with being based in or
acquiring a company that does business in China. Your disclosure
should make clear
whether these risks could result in a material change in your or the
target company s
post-combination operations and/or the value of your ordinary shares or
could significantly
limit or completely hinder your ability to offer or continue to offer
Taylor Zhang
FirstName LastNameTaylor Zhang
TenX Keane Acquisition
Comapany 13,
September NameTenX
2021 Keane Acquisition
September
Page 2 13, 2021 Page 2
FirstName LastName
securities to investors and cause the value of such securities to
significantly decline or be
worthless. Your disclosure should address how recent statements and
regulatory actions
by China s government, such as those related to the use of variable
interest entities and
data security or anti-monopoly concerns, has or may impact the company
s ability to
conduct its business, accept foreign investments, or list on an U.S.
or other foreign
exchange. Your prospectus summary should address, but not necessarily
be limited to, the
risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
2. Given that you may be seeking to acquire a company that uses or may
use a variable
interest entity structure to conduct China-based operations, please
describe what that
organizational structure would entail. Explain that the entity in
which investors may hold
their interest may not be the entity or entities through which the
company s operations
may be conducted in China after the business combination. Discuss how
this type of
corporate structure may affect investors and the value of their
investment, including how
and why the contractual arrangements may be less effective than direct
ownership and that
the company may incur substantial costs to enforce the terms of the
arrangements.
Disclose the uncertainties regarding the status of the rights of a
holding company with
respect to its contractual arrangements with a VIE, its founders and
owners and the
challenges the company may face enforcing these contractual agreements
due to
uncertainties under Chinese law and jurisdictional limits.
3. Although we note your disclosure on page 23, in your summary of risk
factors, please
more specifically disclose the risks that being based in or acquiring
a company whose
corporate structure or whose operations in China poses to investors.
In particular, describe
the significant regulatory, liquidity, and enforcement risks with
cross-references to the
more detailed discussion of these risks in the prospectus. For
example, specifically discuss
risks arising from the legal system in China, including risks and
uncertainties regarding
the enforcement of laws and that rules and regulations in China can
change quickly with
little advance notice; and the risk that the Chinese government may
intervene or influence
your operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in your operations and/or the value of your ordinary shares.
Acknowledge any risks that
any actions by the Chinese government to exert more oversight and
control over offerings
that are conducted overseas and/or foreign investment in China-based
issuers could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors and cause the value of such securities to significantly
decline or be worthless.
4. Disclose each permission that you are required to obtain from Chinese
authorities to
operate and issue these securities to foreign investors. State
affirmatively whether you
have received all requisite permissions and whether any permissions
have been denied.
5. We note your risk factor disclosure regarding foreign exchange and
restrictions on
distributions. Please revise your Prospectus Summary to provide a
clear description of
Taylor Zhang
TenX Keane Acquisition
September 13, 2021
Page 3
how cash will be transferred through the post-combination organization
if you acquire a
company based in China. Describe any restrictions on foreign exchange
and your ability
to transfer cash between entities, across borders, and to U.S.
investors that may apply after
a business combination with a company based in China. Describe any
restrictions and
limitations on your ability to distribute earnings from your
businesses, including
subsidiaries and/or consolidated VIEs, to the parent company and U.S.
investors as well as
the ability to settle amounts owed under the VIE agreements.
6. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
investigate the auditor of a company you may target for an initial
business combination,
and that as a result an exchange may determine to delist your
securities.
Risk Factors, page 25
7. To the extent that you may acquire a company that uses or may use a
variable interest
entity structure to conduct China-based operations, please expand your
risk factors on
pages 41 - 42 to acknowledge that if the PRC government determines
that the contractual
arrangements constituting part of your VIE structure do not comply
with PRC regulations,
or if these regulations change or are interpreted differently in the
future, your shares may
decline in value or be worthless if you are unable to assert your
contractual control rights
over the assets of your PRC subsidiaries that may conduct all or
substantially all of your
operations.
8. Given the Chinese government s significant oversight and discretion
over the conduct of
your business and/or the business of any China-based company that you
may target for an
initial business combination, please revise to separately highlight
the risk that the Chinese
government may intervene or influence your operations at any time,
which could result in
a material change in your operations and/or the value of your ordinary
shares. Also, given
recent statements by the Chinese government indicating an intent to
exert more oversight
and control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
9. In light of recent events indicating greater oversight by the Cyberspace
Administration of
FirstName LastNameTaylor Zhang
China over data security, particularly for companies seeking to list on
a foreign exchange,
Comapany NameTenX
please expand yourKeane Acquisition
disclosure on pages 48 - 49 to explain how this
oversight could impact
the process of searching
September 13, 2021 Page 3 for a target and completing an initial
business combination.
FirstName LastName
Taylor Zhang
FirstName LastNameTaylor Zhang
TenX Keane Acquisition
Comapany 13,
September NameTenX
2021 Keane Acquisition
September
Page 4 13, 2021 Page 4
FirstName LastName
You may contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Gowetski at 202-551-3401 or Mary Beth Breslin at 202-551-3625
with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Real Estate
& Construction
cc: Richard I. Anslow