United States securities and exchange commission logo
July 26, 2022
Taylor Zhang
Chief Executive Officer
TenX Keane Acquisition
500 Fifth Avenue, Suite 938
New York, NY 10110
Re: TenX Keane
Acquisition
Amendment No. 6 to
Registration Statement on Form S-1
Filed May 24, 2022
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. 6 to Registration Statement on Form S-1 filed May 24, 2022
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a target company should the transaction be
subject to review by a
U.S. government entity, such as the Committee on Foreign
Investment in the
United States (CFIUS), or ultimately prohibited. Disclose that as a
result, the pool of
potential targets with which you could complete an initial business
combination may be
limited. Further, disclose that the time necessary for government
review of the
transaction or a decision to prohibit the transaction could prevent you from
Taylor Zhang
FirstName LastNameTaylor Zhang
TenX Keane Acquisition
Comapany
July NameTenX Keane Acquisition
26, 2022
July 26,
Page 2 2022 Page 2
FirstName LastName
completing an initial business combination and require you to
liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company,
and the warrants,
which would expire worthless.
Cover Page
2. Given the significant ties that a majority of your officers and
directors have to China,
please provide prominent disclosure about the legal and operational
risks associated with
this fact. Your disclosure should make clear whether these risks could
result in a material
change in your search for a target company.
Prospectus Summary, page 1
3. In your summary of risk factors, disclose the risk that having a
majority of your officers
and directors with significant ties to 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
search for a target company or completion of your initial business
combination at any
time, which could result in a material change in your operations
and/or the value of the
securities you are registering for sale.
4. Disclose each permission or approval that your officers and directors
are required to
obtain from Chinese authorities to search for a target company. State
whether your
officers and directors are covered by permissions requirements from
the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
other governmental agency, and state affirmatively whether the
officers and directors have
received all requisite permissions or approvals and whether any
permissions or approvals
have been denied. Please also describe the consequences to you and
your investors if
your officers and directors: (i) do not receive or maintain such
permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you or
your officers and
directors are required to obtain such permissions or approvals in the
future.
Risk Factors, page 25
5. Given the Chinese government s significant oversight and discretion
over the conduct of
your directors and officers search for a target company, please
revise to highlight
separately 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 search
and/or the value of the securities you are registering.
6. In light of recent events indicating greater oversight by the
Cyberspace Administration of
Taylor Zhang
TenX Keane Acquisition
July 26, 2022
Page 3
China (CAC) over data security, please revise your disclosure to explain
how this
oversight impacts your officers and directors and to what extent you
believe that you are
compliant with the regulations or policies that have been issued by the
CAC to date.
If we seek shareholder approval of our initial business combination, our
sponsor, directors,
officers, advisors and their affiliates..., page 29
7. We note disclosure that your sponsor, officers, directors and affiliates
may purchase
shares from public stockholders for the purpose of voting those shares
in favor of a
proposed business combination, thereby increasing the likelihood of the
completion of the
combination. Please explain how such purchases would comply with the
requirements of
Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and
Schedules
Compliance and Disclosure Interpretation 166.01 for guidance.
Financial Statements of TenX Keane Acquisition, page F-1
8. We note you have included interim financial statements for the period
from January 1,
2022 to March 31, 2022. Please revise your filing to include a statement
of operations, a
statement of changes in shareholders' deficit, and a statement of cash
flows for the
comparable period of the preceding fiscal year (i.e. March 1, 2021 to
March 31, 2021).
Please refer to Rule 8-03 of Regulation S-X.
You may contact Jennifer Monick at 202-551-3295 or Bob Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
FirstName LastNameTaylor Zhang
Division of
Corporation Finance
Comapany NameTenX Keane Acquisition
Office of Real
Estate & Construction
July 26, 2022 Page 3
cc: Liang Shih
FirstName LastName