UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
☐ 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: 001-40778
OXUS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands | | N/A |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
300/26 Dostyk Avenue Almaty, Kazakhstan | | 050020 |
(Address of principal executive offices) | | (Zip Code) |
+7 (727)355-8021
(Registrant’s telephone number, including
area code)
N/A
(Former name, former address and former fiscal
year, if changed since last report)
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 Class A ordinary share and one Warrant | | OXUSU | | The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share | | OXUS | | The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | | OXUSW | | The Nasdaq Stock Market LLC |
Indicate 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 ☐
Indicate 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 (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate 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. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of August 18, 2023, there were 3,749,468 Class
A ordinary shares, par value $0.0001 per share, and 2,812,500 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
OXUS ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023
TABLE
OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial
Statements.
OXUS ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| |
June 30,
2023 | | |
December 31,
2022 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
Current Assets | |
| | |
| |
Cash | |
$ | 2,479 | | |
$ | 680,792 | |
Prepaid expenses, current | |
| — | | |
| 236,002 | |
Total Current Assets | |
| 2,479 | | |
| 916,794 | |
| |
| | | |
| | |
Marketable securities held in Trust Account | |
| 21,133,112 | | |
| 178,532,948 | |
TOTAL ASSETS | |
$ | 21,135,591 | | |
$ | 179,449,742 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accrued offering costs and expenses | |
$ | 2,100,889 | | |
$ | 842,513 | |
Promissory note - related party | |
| 2,550,000 | | |
| 1,500,000 | |
Related party payable | |
| 58,640 | | |
| 158,640 | |
Total Current Liabilities | |
| 4,709,529 | | |
| 2,501,153 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| | | |
| | |
| |
| | | |
| | |
Class A ordinary shares, par value $0.0001; subject to possible redemption, 1,949,468 shares as of June 30, 2023 and 17,250,000 shares as of December 31, 2022, respectively, at redemption value | |
| 21,133,112 | | |
| 178,532,948 | |
| |
| | | |
| | |
Shareholders’ Deficit | |
| | | |
| | |
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | |
| — | | |
| — | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,800,000 issued and outstanding as of June 30, 2023 and 300,000 issued and outstanding as of December 31, 2022 (excluding 1,949,468 shares subject to possible redemption as of June 30, 2023 and 17,250,000 shares subject to possible redemption as of December 31, 2022, respectively) | |
| 180 | | |
| 30 | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 2,812,500 shares issued and outstanding as of June 30, 2023 and 4,312,500 shares issued and outstanding as of December 31, 2022 | |
| 281 | | |
| 431 | |
Additional paid-in capital | |
| — | | |
| — | |
Accumulated deficit | |
| (4,707,511 | ) | |
| (1,584,820 | ) |
Total Shareholders’ Deficit | |
| (4,707,050) | | |
| (1,584,359 | ) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | |
$ | 21,135,591 | | |
$ | 179,449,742 | |
The accompanying notes
are an integral part of the unaudited condensed financial statements.
OXUS ACQUISITION CORP.
CONDENSED STATEMENTS
OF OPERATIONS
(Unaudited)
| |
For
the
Three Months Ended
June 30,
2023 | | |
For
the
Three Months Ended
June 30,
2022 | | |
For
the
Six Months Ended
June 30,
2023 | | |
For
the
Six Months Ended
June 30,
2022 | |
Formation and operating expenses | |
$ | 698,329 | | |
$ | 537,448 | | |
$ | 2,816,871 | | |
$ | 1,102,990 | |
Loss from operations | |
| (698,329 | ) | |
| (537,448 | ) | |
| (2,816,871 | ) | |
| (1,102,990 | ) |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Dividend income | |
| 245,280 | | |
| 249,903 | | |
| 1,640,343 | | |
| 264,263 | |
Interest income | |
| 868 | | |
| — | | |
| 3,300 | | |
| — | |
Foreign exchange loss | |
| — | | |
| — | | |
| (9,120 | ) | |
| — | |
Net loss | |
$ | (452,181 | ) | |
$ | (287,545 | ) | |
$ | (1,182,348 | ) | |
$ | (838,727 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average redeemable Class A ordinary shares outstanding | |
| 1,949,468 | | |
| 17,250,000 | | |
| 7,049,645 | | |
| 17,250,000 | |
Basic and diluted net loss per redeemable Class A ordinary share | |
$ | (0.07 | ) | |
$ | (0.01 | ) | |
$ | (0.10 | ) | |
$ | (0.04 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average non-redeemable ordinary shares outstanding | |
| 4,612,500 | | |
| 4,612,500 | | |
| 4,612,500 | | |
| 4,612,500 | |
Basic and diluted net loss per non-redeemable ordinary share | |
$ | (0.07 | ) | |
$ | (0.01 | ) | |
$ | (0.10 | ) | |
$ | (0.04 | ) |
The accompanying notes
are an integral part of the unaudited condensed financial statements.
OXUS ACQUISITION CORP.
CONDENSED STATEMENTS
OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Unaudited)
| |
For the Three and Six Months Ended June 30, 2023 | | |
| |
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Additional
Paid-in | | |
Accumulated | | |
Total
Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance – January 1, 2023 | |
| 300,000 | | |
$ | 30 | | |
| 4,312,500 | | |
$ | 431 | | |
$ | — | | |
$ | (1,584,820 | ) | |
$ | (1,584,359 | ) |
Remeasurement of Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,575,063 | ) | |
| (1,575,063 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (730,167 | ) | |
| (730,167 | ) |
Balance – March 31, 2023 | |
| 300,000 | | |
| 30 | | |
| 4,312,500 | | |
| 431 | | |
| — | | |
| (3,890,050 | ) | |
| (3,889,589 | ) |
Conversion of Class B ordinary shares | |
| 1,500,000 | | |
| 150 | | |
| (1,500,000 | ) | |
| (150 | ) | |
| — | | |
| — | | |
| — | |
Remeasurement of Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (365,280 | ) | |
| (365,280 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (452,181 | ) | |
| (452,181 | ) |
Balance – June 30, 2023 | |
| 1,800,000 | | |
$ | 180 | | |
| 2,812,500 | | |
$ | 281 | | |
$ | — | | |
$ | (4,707,511 | ) | |
$ | (4,707,050 | ) |
| |
For the Three and Six Months Ended June 30, 2022 | | |
| |
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Additional
Paid-in | | |
Accumulated | | |
Total
Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | |
Balance – January 1, 2022 | |
| 300,000 | | |
$ | 30 | | |
| 4,312,500 | | |
$ | 431 | | |
$ | 1,708,296 | | |
$ | (407,624 | ) | |
$ | 1,301,133 | |
Remeasurement of Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| (18,324 | ) | |
| — | | |
| (18,324 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (551,182 | ) | |
| (551,182 | ) |
Balance – March 31, 2022 | |
| 300,000 | | |
| 30 | | |
| 4,312,500 | | |
| 431 | | |
| 1,689,972 | | |
| (958,806 | ) | |
| 731,627 | |
Remeasurement of Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| (249,903 | ) | |
| — | | |
| (249,903 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (287,545 | ) | |
| (287,545 | ) |
Balance – June 30, 2022 | |
| 300,000 | | |
$ | 30 | | |
| 4,312,500 | | |
$ | 431 | | |
$ | 1,440,069 | | |
$ | (1,246,351 | ) | |
$ | 194,179 | |
The accompanying notes
are an integral part of the unaudited condensed financial statements.
OXUS ACQUISITION CORP.
CONDENSED STATEMENTS
OF CASH FLOWS
(Unaudited)
| |
For the
Six Months Ended June 30,
2023 | | |
For the
Six Months Ended June 30,
2022 | |
Cash Flows from Operating Activities: | |
| | |
| |
Net loss | |
$ | (1,182,348 | ) | |
$ | (838,727 | ) |
Dividend income | |
| (1,640,343 | ) | |
| (264,263 | ) |
| |
| | | |
| | |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accrued offering costs and expenses | |
| 1,258,376 | | |
| 544,860 | |
Prepaid expenses, current | |
| 236,002 | | |
| 64,960 | |
Prepaid expenses, non-current | |
| — | | |
| 96,252 | |
Net cash used in operating activities | |
| (1,328,313 | ) | |
| (396,918 | ) |
| |
| | | |
| | |
Cash flows from Investing Activities: | |
| | | |
| | |
Extension loan | |
| (300,000 | ) | |
| — | |
Cash withdrawn from trust account in connection with redemptions of Class A ordinary shareholders | |
| 159,340,179 | | |
| — | |
Net cash provided by investing activities | |
| 159,040,179 | | |
| — | |
| |
| | | |
| | |
Cash flows from Financing Activities: | |
| | | |
| | |
Proceeds from promissory note - related party | |
| 1,050,000 | | |
| — | |
Repayment of related party payable | |
| (100,000 | ) | |
| — | |
Payment for redemptions of Class A ordinary shares | |
| (159,340,179 | ) | |
| — | |
Net cash used in financing activities | |
| (158,390,179 | ) | |
| — | |
| |
| | | |
| | |
Net Change in Cash: | |
| (678,313 | ) | |
| (396,918 | ) |
Cash - Beginning | |
| 680,792 | | |
| 1,123,384 | |
Cash - Ending | |
$ | 2,479 | | |
$ | 726,466 | |
| |
| | | |
| | |
Supplemental disclosure of non-cash investing and financing activities: | |
| | | |
| | |
Remeasurement for Class A ordinary shares subject to redemption | |
$ | 1,940,343 | | |
$ | 268,227 | |
The accompanying notes
are an integral part of the unaudited condensed financial statements.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION
AND DESCRIPTION OF BUSINESS OPERATIONS
Oxus Acquisition Corp.
(the “Company”) is a blank check company incorporated in the Cayman Islands on February 3, 2021. The Company was formed for
the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic
region for purposes of consummating a 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, 2023 the
Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through June 30, 2023, relates
to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and
since the offering identifying and evaluating prospective acquisition targets for a Business Combination. The Company will not generate
any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income or dividend income from the proceeds derived from the Initial Public Offering. The Company has selected
December 31 as its fiscal year end.
On September 8, 2021,
the Company closed its Initial Public Offering of 15,000,000 units at $10.00 per unit (the “Units” and, with respect to the
ordinary shares included in the Units, the “Public Shares”) which is discussed in Note 3 and the sale of 8,400,000 warrants
(each, a “Private Warrant” and collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in
a private placement to the Company’s sponsor, Oxus Capital Pte. Ltd (the “Sponsor”) and its underwriters that closed
simultaneously with the closing of the Initial Public Offering (as described in Note 4). The Company has listed the Units on the Nasdaq
Capital Market (“Nasdaq”).
Transaction costs amounted
to $3.70 million consisting of $3.00 million in cash of underwriting fees and $0.70 million of other offering costs.
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
Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business
Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of
the net assets held in the Trust Account (defined below) (net of amounts disbursed to management for working capital purposes, if permitted,
and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in
connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business
or assets 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”).
Upon the closing of the
Initial Public Offering on September 8, 2021, the Company deposited $153.00 million ($10.20 per Unit) from the proceeds of the Initial
Public Offering in the a trust account (“Trust Account”), located in the United States and invested only 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 selected by the Company meeting certain 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 and
(ii) the distribution of the funds held in the Trust Account, as described below.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION
AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)
On September 13, 2021,
the underwriters exercised their over-allotment option in full (see Note 4), according to which the Company consummated the sale of an
additional 2,250,000 Units, at $10.00 per Unit, and the sale of an additional 900,000 Private Warrants, at $1.00 per Private Warrant,
generating total gross proceeds of $23.40 million. The proceeds from the sale of the additional Units were deposited into the Trust Account,
bringing the aggregate proceeds held in the Trust Account to $175.95 million, and incurring additional cash underwriting discount of approximately
$0.45 million.
The Company will provide
its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of
their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve
the Business Combination or (ii) by means of a tender offer. 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, solely in its discretion. 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 $10.20
per Public Share, plus any pro rata income earned on the funds held in the Trust Account and not previously released to the Company to
pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s
warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion
of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”.
The Company will only
proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation
of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business
Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a
shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association
(the “Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities
and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If,
however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain
shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant
to the proxy rules and not pursuant to the tender offer rules. 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 Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their
Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.
Notwithstanding the above,
if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Certificate of Incorporation provides that 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% or more of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed
(a) to waive its redemption rights with respect to its Founder Shares (as defined at Note 5) and Public Shares held by it in connection
with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (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 its Public Shares if the Company does not complete a Business Combination 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 in conjunction with any such amendment.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION
AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)
The Company initially
had until March 8, 2023 to complete a Business Combination, which was extended until December 8, 2023 (the “Combination Period”)
after the approval obtained at an extraordinary meeting of shareholder held on March 2, 2023 (the “Extension”). If the Company
is unable to complete 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 the Public Shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including income earned on the funds
held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay
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 liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board
of directors, dissolve and liquidate, 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. There will be no redemption rights or liquidating distributions with
respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the
Combination Period.
The Sponsor has agreed
to waive its liquidation rights with respect to the Founder Shares (as defined at Note 5) if the Company fails to complete a Business
Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, 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 order to protect the
amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party
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) $10.20 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 due to reductions
in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under
the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). Moreover, 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 (except the Company’s independent registered public accounting firm), prospective
target businesses and 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.
On February 23, 2023,
the Company entered into a business combination agreement by and among the Company, 1000397116 Ontario Inc., a corporation incorporated
under the laws of the province of Ontario, Canada (“Newco”) and a wholly-owned subsidiary of the Company, and Borealis Foods
Inc (“Borealis”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”).
Pursuant to the Business Combination Agreement, among other things: (a) the Company will domesticate and continue as a corporation existing
under the laws of the province of Ontario, Canada (the “Continuance” and, the Company as the continuing entity, “New
Oxus”); (b) on the closing date, Newco and Borealis will amalgamate in accordance with the terms of the plan of arrangement (the
“Borealis Amalgamation” and Newco and Borealis as amalgamated, “Amalco”), with Amalco surviving the Borealis Amalgamation
as a wholly-owned subsidiary of New Oxus; and (c) on the closing date, immediately following the Borealis Amalgamation, Amalco and New
Oxus will amalgamate (the “New Oxus Amalgamation,” and together with the Continuance, the Borealis Amalgamation and other
transactions contemplated by the Business Combination, the plan of arrangement and the ancillary agreements, the “Proposed Transaction”),
with New Oxus surviving the New Oxus Amalgamation.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION
AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)
The Business Combination
Agreement was unanimously approved by Oxus’ and Borealis’ respective board of directors. Under the Business Combination Agreement,
the shareholders of Borealis (“Borealis Shareholders”) will receive from New Oxus, in the aggregate, a number of shares of
New Oxus equal to (a) the Borealis Value (as defined below) divided by (b) $10.00. The Borealis Value will be equal to $150 million less
net indebtedness (aggregate consolidated amount of indebtedness of Borealis minus cash) (the “Borealis Value”).
On March 2, 2023, at
the extraordinary general meeting of shareholders in connection with the Extension, the holders of 15,300,532 Class A ordinary
shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per
share, for an aggregate redemption amount of approximately $159.34 million, leaving approximately $20.3 million in the Trust
Account. As of June 30, 2023, the Company had $21.13 million of marketable securities held in Trust Account.
Shareholder Support
Agreements
Concurrently with the
execution and delivery of the Business Combination Agreement, Oxus, Borealis and certain Borealis Shareholders entered into an agreement,
pursuant to which, among other things, such Borealis Shareholders have agreed to vote their Borealis shares in favor of the Proposed Transaction
and not sell or transfer their Borealis shares (the “Shareholder Support Agreements”).
Sponsor Support Agreement
Concurrently with the
execution and delivery of the Business Combination Agreement, Oxus, Borealis and the Sponsor entered into an agreement, pursuant to which,
among other things, Sponsor agreed to (A) vote its founder shares in favor of the Proposed Transaction and the Oxus Proposals, (B) not
redeem its founder shares, (C) waive certain of its anti-dilution rights, (D) convert the Sponsor Convertible Notes, and (E) forfeit certain
Sponsor founder shares as a part of incentive equity compensation for directors, officers and employees of New Oxus (subject to terms
and conditions set forth in such agreement) (the “Sponsor Support Agreement).
Registration Rights
Agreement
In connection with the
closing date (the “Closing”), Oxus and certain Borealis Shareholders and certain shareholders of Oxus (the “Holders”)
will enter into an agreement, pursuant to which Oxus will be obligated to file a registration statement to register the resale of certain
securities of Oxus held by the Holders. The Registration Rights Agreement will also provide the Holders with “piggy-back”
registration rights, subject to certain requirements and customary conditions (the “Registration Rights Agreement”).
Lock-Up Agreements
In connection with the
Closing, Oxus and certain directors/officers/five percent (5%) or greater shareholders of Borealis (the “Subject Party”) will
enter into agreements, pursuant to which (A) fifty percent (50%) of the shares of New Oxus held by the Subject Party (the “Restricted
Securities”) will be locked-up during the period commencing from the Closing and ending on the earlier to occur of (i) twelve (12)
months after the date of the Closing and (ii) the date on which the closing price of common shares of New Oxus equals or exceeds $12.00
per share (as adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization or similar event) for
any twenty (20) trading days within a thirty (30)-trading day period starting after the Closing, and (B) fifty percent (50%) of the Restricted
Securities will be locked-up during the period commencing from the Closing and ending on twelve (12) months after the date of the Closing,
subject to certain specifications and exceptions (the “Lock-Up Agreements”).
Liquidity and Going
Concern
As of June 30, 2023,
the Company had $2,479 in its operating bank account, $21.13 million of marketable securities held in the Trust Account to be used for
a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficiency of $4.71
million.
Until the consummation
of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective
acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target
business to acquire, and structuring, negotiating and consummating the Business Combination.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION
AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)
The Company will need
to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.
The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any
time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly,
the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to
take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending
the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will
be available to it on commercially acceptable terms, if at all.
In connection with the
Company’s assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements –
Going Concern, the Company has until December 8, 2023 to consummate a Business Combination. If a Business Combination is not consummated
by this date and an extension not requested by the sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company.
Although the Company intends to consummate a Business Combination on or before December 8, 2023, it is uncertain that the Company will
be able to consummate a Business Combination by this time. Management has determined that the liquidity condition, coupled with the mandatory
liquidation, should a Business Combination not occur, and an extension is not requested by the sponsor, and potential subsequent dissolution
raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate after December 8, 2023.
Risks and Uncertainties
Management is currently
evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Various social and political
circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the
United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other
policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes,
hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration
in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely
affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S.
and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions,
export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability
to complete a Business Combination and the value of the Company’s securities.
NOTE 2 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation
S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP
have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do
not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash
flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of
a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for
the periods presented.
The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December
31, 2022 as filed with the SEC on March 31, 2023. The interim results for the six months ended June 30, 2023, are not necessarily indicative
of the results to be expected for the year ending December 31, 2023 or for any future periods.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 2 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as amended by the Jumpstart Our Business Startups Act of 2012,
(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
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more
future confirming events. Estimates made in preparing these financial statements include, among other things, the fair value measurement
of shares transferred by the Sponsor to independent director nominees. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company had $2,479
and $0.68 million in cash as of June 30, 2023, and December 31, 2022, respectively. The Company considers all short-term investments with
an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of
June 30, 2023, and December 31, 2022, respectively.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 2 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Marketable Securities
Held in Trust Account
The Company’s marketable
securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair
value at the end of each reporting period. Gains and losses resulting from the change in fair value of marketable securities held in Trust
Account are included in dividend income in the accompanying statements of operations. The estimated fair values of marketable securities
held in Trust Account are determined using available market information. On June 30, 2023, and December 31, 2022, the Company had $21.13
million and $178.53 million respectively, of marketable securities held in the Trust Account that were held in a money market fund for
which the underlying assets are U.S. Treasury Securities.
Ordinary Shares Subject
to Possible Redemption
All of the 17,250,000
Class A ordinary shares sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the
Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions
not solely within the control of the Company requires the security to be classified outside of permanent equity. Ordinary liquidation
events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions
of ASC 480. The Company had previously classified 14,681,744 Class A ordinary shares as permanent equity as of September 8, 2021. As part
of the restatement of the Company’s financial statements, the Company has classified all of the Class A ordinary shares as redeemable.
Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption
amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital
and accumulated deficit.
As of June 30, 2023 and
December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following
table:
| |
June 30,
2023 | | |
December 31,
2022 | |
Gross proceeds | |
$ | 178,532,948 | | |
$ | 175,950,000 | |
Plus: | |
| | | |
| | |
Remeasurement of carrying value to redemption value | |
| 1,940,343 | | |
| 2,582,948 | |
Redemption of Class A ordinary shares | |
| (159,340,179 | ) | |
| - | |
Class A ordinary shares subject to possible redemption | |
$ | 21,133,112 | | |
$ | 178,532,948 | |
Offering Costs Associated
with the Initial Public Offering
The Company complies
with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.
Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly
related to the Initial Public Offering. The Company recorded $3.87 million of offering costs as a reduction of temporary equity and $0.28
million of offering costs as a reduction of permanent equity upon the completion of the Initial Public Offering ($3.45 million related
to underwriters’ commissions and $0.70 million related to other offering expenses).
Net Loss Per Ordinary
Share
The Company applies the
two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair
value. The Class feature to redeem at fair value means that there is effectively only one class of share. Changes in fair value are not
considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per ordinary share is computed
by dividing the pro rata net loss between the Class A ordinary share and the Class B ordinary share by the weighted average number of
ordinary share outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of
the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence
of future events and the inclusion of such warrants would be anti-dilutive.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 2 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
THE CONDENSED FINANCIAL
STATEMENTS
Net Loss Per Ordinary
Share (Continued)
| |
For
the Three Months Ended June 30, 2023 | | |
For
the
Three Months
Ended
June 30,
2022 | | |
For
the
Six Months
Ended
June 30,
2023 | | |
For
the
Six Months
Ended
June 30,
2022 | |
| |
| | |
| | |
| | |
| |
Ordinary shares subject to possible redemption | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| |
Net loss allocable to Class A ordinary shares subject to possible redemption | |
$ | (134,337 | ) | |
$ | (226,879 | ) | |
$ | (714,717 | ) | |
$ | (661,774 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average redeemable Class A ordinary shares, basic and diluted | |
| 1,949,468 | | |
| 17,250,000 | | |
| 7,049,645 | | |
| 17,250,000 | |
Basic and diluted net loss per share, redeemable Class A ordinary shares | |
$ | (0.07 | ) | |
$ | (0.01 | ) | |
$ | (0.10 | ) | |
$ | (0.04 | ) |
| |
| | | |
| | | |
| | | |
| | |
Non-redeemable ordinary shares | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Net loss allocable to non-redeemable ordinary shares | |
$ | (317,844 | ) | |
$ | (60,666 | ) | |
$ | (467,631 | ) | |
$ | (176,953 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average non-redeemable ordinary shares, basic and diluted | |
| 4,612,500 | | |
| 4,612,500 | | |
| 4,612,500 | | |
| 4,612,500 | |
Basic and diluted net loss per share, non-redeemable ordinary shares | |
$ | (0.07 | ) | |
$ | (0.01 | ) | |
$ | (0.10 | ) | |
$ | (0.04 | ) |
Concentration of Credit
Risk
Financial instruments
that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times,
may exceed the federal depository insurance coverage corporation limit of $250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments
The fair value of the
Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and
Disclosures,” approximates the carrying amounts represented in the balance sheets.
Income Taxes
The Company accounts for income
taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be
established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 2 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes (Continued)
ASC 740 also clarifies the accounting
for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position 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 June 30, 2023 and December 31, 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. The company has no income
tax filing obligations in any jurisdiction for the periods presented on the financials, therefore, not subject to audit for the periods
presented on the financials.
The Company is considered an exempted
Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United
States. As such, the Company's income tax provision was zero for the periods presented.
Warrants
The Company accounts
for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and
applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives
and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to
ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification
under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as
of each subsequent quarterly period end date while the warrants are outstanding.
In addition to the 23,400,000
warrants (representing 15,000,000 Public Warrants (as defined at Note 3) included in the units and 8,400,000 Private Warrants) issued
by the Company at the close of the Initial Public Offering, a further 3,150,000 warrants (representing 2,250,000 Public Warrants (as defined
at Note 3) included in the units and 900,000 Private Warrants) were issued as a result of the underwriters’ full exercise of the
over-allotment options. All warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging —
Contracts in Entity’s Own Equity and they met the criteria for equity classification and are required to be recorded as part a component
of additional paid-in capital at the time of issuance.
Foreign Currency Transactions
Certain transactions
are denominated in a currency other than the Company’s functional currency of the U.S. dollar, and the Company generates assets
and liabilities that are fixed in terms of the amount of foreign currency that will be received or paid. At each balance sheet date, the
Company adjusts the assets and liabilities to reflect the current exchange rate, resulting in a translation gain or loss. Transaction
gains and losses are also realized upon a settlement of a foreign currency transaction in determining net loss for the period in which
the transaction is settled.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 2 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements
In August 2020, FASB
issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting
for certain financial instruments.
ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all
convertible instruments.
The provisions of ASU
2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years
beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.
Management does not believe
that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the
Company’s financial statements.
NOTE 3 – INITIAL
PUBLIC OFFERING
Pursuant to the Initial
Public Offering, the Company offered for sale up to 15,000,000 Units (or 17,250,000 Units if the underwriters’ over-allotment option
is exercised in full) at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one warrant (“Public
Warrant”). Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per share,
subject to adjustment.
On September 13, 2021,
the underwriters fully exercised their over-allotment option and purchased an additional 2,250,000 Units, generating additional gross
proceeds of approximately $22.50 million, and incurring additional cash underwriting discount of approximately $0.45 million. In connection
with the sale of Units pursuant to the over-allotment option, the Company sold an additional 900,000 Private Warrants to the Sponsor and
the underwriters generating additional gross proceeds of approximately $0.90 million. A total of approximately $23.4 million of the net
proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to approximately $175.95 million.
In connection with the
Initial Public Offering, the Company granted the underwriters an option to purchase 2,250,000 shares of the Company’s ordinary share
at the Initial Public Offering price, or $10.00 per share, for 45 days commencing on September 8, 2021 (grant date). Since this option
extended beyond the closing of the initial public offering, this option feature represented a call option that was accounted for under
ASC 480, Distinguishing Liabilities from Equity. Accordingly, the call option has been separately accounted for at a fair value with the
change in fair value between the grant date and September 13, 2021 recorded as other income. The Company used the Black-Scholes valuation
model to determine the fair value of the call option at the grant date and again at September 13, 2021 (refer to Note 8 for fair value
information).
NOTE 4 – PRIVATE
WARRANTS
Concurrently with the
closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 8,400,000 Private Warrants, generating
gross proceeds of $8.40 million in aggregate in a private placement. Each Private Warrant is exercisable for one ordinary share at a price
of $11.50 per share, subject to adjustment.
As a result of the underwriters’
election to fully exercise their over-allotment option on September 13, 2021, the Sponsor and the underwriters and its designees purchased
an additional 900,000 Private Warrants, at a purchase price of $1.00 per Private Warrant.
If the Company does not
complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants held in the Trust Account
will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will
expire worthless.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 5 – RELATED
PARTY TRANSACTIONS
Founder Shares
During the period from
February 3, 2021 (inception) through March 22, 2021, the Sponsor paid $25,000 to cover certain formation and offering costs of the Company
in consideration for 8,625,000 shares of Class B ordinary shares (the “Founder Shares”).
The Founder Shares include
an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’
over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s
issued and outstanding shares upon the completion of the Initial Public Offering.
The allocation of the
Founder Shares to the director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC
718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant
date. The fair value of the 150,000 Founder Shares granted to the Company’s independent director nominees in July 2021 was $0.38
million or $2.54 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).
Compensation expense related to the Founder Shares is recognized only when the performance condition is met under the applicable accounting
literature in this circumstance. The fair value of the allocated Founder Shares was measured at fair value using a Black Scholes simulation
model.
On May 31, 2022, Mr.
Sergei Ivashkovsky resigned from his position as independent director within the Company and returned 50,000 Founder Shares to the Sponsor.
On June 1, 2022, Mr. Karim Zahmoul was appointed as independent director. On June 7, 2022, 50,000 Founder Shares were transferred to Mr.
Karim Zahmoul by the Sponsor. The fair value of the 50,000 Founder Shares granted to the Mr. Karim Zahmoul on June 7, 2022 was $0.02 million
or $0.33 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).
Compensation expense related to the Founder Shares is recognized only when the performance condition is met under the applicable accounting
literature in this circumstance. The fair value of the allocated Founder Shares was measured at fair value using a Monte Carlo simulation
model.
As of June 30, 2023,
the Company determined the performance conditions had not been met, and, therefore, no stock-based compensation expense has been recognized.
Stock-based compensation would be recognized at the date the performance conditions are met (i.e., upon consummation of a Business Combination)
in an amount equal to the number of Founder Shares vested times the grant date fair value per share (unless subsequently modified) less
the amount initially received for the purchase of the Founder Shares.
Through July 2021, the
Sponsor surrendered an aggregate 4,312,500 Founder Shares to the Company for no consideration. All shares and associated amounts have
been retroactively adjusted to reflect the share surrender.
On September 13, 2021,
no Class B ordinary share was available for forfeiture as a result of the underwriters’ full exercise of the over-allotment option.
Founder Shares are subject
to lock-up until (i) with respect to 50% of the Founder Shares, the earlier of one year after the date of the consummation of the initial
Business Combination and the date on which the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing
after the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of the Founder Shares, the one-year
anniversary of the consummation of the initial Business Combination. Notwithstanding the foregoing, the Founder Shares will be releases
earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar
transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other
property.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 5 – RELATED
PARTY TRANSACTIONS (Continued)
Founder Shares (Continued)
On April 5, 2023, in
accordance with the provisions of the second amended and restated memorandum and articles of association of the Company, the Sponsor exercised
its right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share, of the Company into 1,500,000 shares of
Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis.
As of balance sheet date,
following conversion, there were 2,812,500 Founder Shares issued and outstanding.
Underwriter Founder
Shares
On March 23, 2021, the
Company had issued to its underwriters and/or its designees, an aggregate of 400,000 shares of Class A ordinary shares at $0.0001 per
share (“Underwriter Founder Shares”). The holders of the Underwriter Founder Shares have agreed not to transfer, assign or
sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption
rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating
distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination
Period.
Through June 2021,
the underwriters and/or its designees surrendered an aggregate of 100,000 Underwriter Founder Shares to the Company for no
consideration, resulting in a decrease in the total number of Class A ordinary shares outstanding from 400,000 to 300,000. All
shares and associated amounts have been retroactively adjusted to reflect the share surrender.
Promissory Note —
Related Party
On March 22, 2021, 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 $0.30 million. The Promissory Note is non-interest bearing and payable on the earlier of June 30,
2021 or the consummation of the Initial Public Offering.
On June 25, 2021, the
terms of the Promissory Note were revised to be payable on or the earlier of December 31, 2022, or the consummation of the Proposed Public
Offering.
On September 8, 2021,
the outstanding balance of $0.28 million was repaid in full and is no longer available.
Related Party Loans
In addition, in order
to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s
officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. 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.
The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s
discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity.
The warrants would be identical to the Private Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have
not been determined and no written agreements exist with respect to such loans.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 5 – RELATED
PARTY TRANSACTIONS (Continued)
Amended Note
On September 8, 2022,
the Company issued a promissory note for up to approximately $1.5 million (the “Note”) to the Sponsor. The Note is non-interest
bearing. The principal balance of Note shall be payable on the date of a merger, share exchange, asset acquisition, share purchase, reorganization
or similar Business Combination involving the Maker and one or more businesses (such date the “Maturity Date”). The arrangement
did not include any conversion feature. As of December 31, 2022, there was $1.5 million in the Amended Note.
On February 28, 2023,
the Note was amended to increase its principal amount to $3.5 million (the “Amended Note”). The Amended Note remains payable
at Maturity Date and is non-interest bearing. The principal balance of Note shall be payable on the date of a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination involving the Maker and one or more businesses (such
date the “Maturity Date”). The arrangement did not include any conversion feature.
In March 2023, $0.3 million
was funded through the Amended Note, out of which $0.18 million was deposited in the Trust Account as the Extension Loan (defined below)
and $0.12 million was for working capital purposes.
From April to June
2023, $0.9 million was funded through the Amended Note, out of which $0.12 million was deposited into the Trust Account as an
Extension Loan and $0.78 million was kept for working capital purposes. In addition, $0.15 million was repaid to the Sponsor.
As of June 30, 2023,
$2.55 million was outstanding under the Amended Note, which comprises the entire balance of the Promissory Note - Related Party on the
condensed balance sheet as of June 30, 2023.
Extension Funds
The Sponsor has
agreed to loan the Company (i) the lesser of (a) an aggregate of $0.18 million or (b) $0.12 per public share that remain outstanding
and is not redeemed in connection with the Extension plus (ii) the lesser of (a) an aggregate of $60,000 or (b) $0.04 per public
share that remain outstanding and is not redeemed in connection with the Extension for each of the six subsequent calendar months
commencing on June 8, 2023 (the “Extension Loan”), which amount will be deposited into the Trust Account. On March 3,
2023, $0.18 million was deposited into the Trust Account as the initial deposit of the Extension Loan, which was funded through the
Amended Note. On May 25 and June 13, 2023, $0.06 million was deposited into the Trust Account respectively.
NOTE 6 – COMMITMENTS
AND CONTINGENCIES
Related Party Payable
At close of the Initial
Public Offering, the operating bank account of the Company held an excess of $0.86 million, resulting from an over funding in connection
with the close of the Initial Public Offering. On September 9, 2021, the over funding was returned to the Sponsor. As of June 30, 2023,
$0.06 million was due to the Sponsor in connection with professional fees paid on behalf of the Company, after the refund of an amount
of $0.10 million to the Sponsor, in connection to an over-funding. As of December 31, 2022, $0.16 million was outstanding, which comprised
of $0.06 million due to the Sponsor in connection with professional fees paid on behalf of the Company, in addition of an amount of $0.10
million in connection to an over-funding.
Administrative Support
Agreement
The Company has agreed
to pay the Sponsor a total of up to $10,000 per month in the aggregate for up to 18 months for office space, utilities and secretarial
and administrative support. Services commenced on the date the securities were first listed on the Nasdaq and will terminate upon the
earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 6 – COMMITMENTS
AND CONTINGENCIES (Continued)
Administrative Support
Agreement (Continued)
For the six months ended
June 30, 2023, the Company incurred $0.06 million that was included in formation and operating costs on the accompanying condensed statements
of operations, of which $0.05 million amount was paid and $0.01 million was accrued as of June 30, 2023.
For the six months ended
June 30, 2022, the Company incurred $0.06 million that was included in formation and operating costs on the accompanying condensed statements
of operations, of which $0.03 million was paid and $0.03 million was accrued as of June 30, 2022.
Registration Rights
Pursuant to a registration
rights agreement entered into on September 2, 2021, the holders of the Founder Shares, Private Warrants, and warrants that may be issued
upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Warrants or warrants issued
upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration requiring the Company
to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares).
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 will have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with
the filing of any such registration statements.
Business Combination
Marketing Agreement
The Company has engaged
EarlyBirdCapital, lnc. (“EarlyBirdCapital”) and Sova Capital Limited (“Sova Capital”) as advisors in connection
with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination
and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s
securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination
and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital
and Sova Capital a cash fee for such services upon the consummation of a Business Combination of $5.3 million that equals to 3.0% of the
gross proceeds of Initial Public Offering (exclusive of any applicable finders’ fees which might become payable).
Legal Success Fee
As a contingent arrangement,
an additional fee up to $0.2 million is payable to the Company’s legal counsel in the event that the Company completes a Business
Combination.
NOTE 7 – SHAREHOLDERS’
DEFICIT
Preferred Shares
The Company is authorized
to issue 5,000,000 preferred shares with a par value of $0.0001 per preferred share. On June 30, 2023, and December 31, 2022, there were
no shares of preferred stock issued or outstanding.
Class A Ordinary Shares
The Company is authorized
to issue up to 500,000,000 shares of Class A ordinary shares, with a par value of $0.0001 per share. Holders of the Company’s ordinary
shares are entitled to one vote for each share. Through December 31, 2021, the underwriters and/or its designees effected a surrender
of an aggregate of 100,000 Class A ordinary shares to the Company for no consideration, resulting in a decrease in the total number of
Class A ordinary shares outstanding from 400,000 to 300,000. All shares and associated amounts have been retroactively adjusted to reflect
the share surrender.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 7 – SHAREHOLDERS’
DEFICIT (Continued)
Class A Ordinary
Shares (Continued)
On April 5, 2023, in
accordance with the provisions of the second amended and restated memorandum and articles of association of the Company, the Sponsor exercised
its right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share, of the Company into 1,500,000 shares of
Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis.
As of June 30, 2023 there
were 1,800,000 shares of Class A ordinary shares issued and outstanding, which are non-redeemable and December 31, 2022, there were 300,000
shares of Class A ordinary shares issued and outstanding, which are non-redeemable. This number excludes 1,949,468 shares of Class A ordinary
shares as of June 30, 2023 and 17,250,000 shares of Class A ordinary shares as of December 31, 2022, that were outstanding and subject
to possible redemption.
Class B Ordinary Shares
The Company is authorized
to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled
to one vote for each share. Through December 31, 2021, the Sponsor effected a surrender of an aggregate of 4,312,500 Class B ordinary
shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000
to 4,312,500. All shares and associated amounts have been retroactively adjusted to reflect the share surrender.
Holders of Class A ordinary
shares and holders of Class B ordinary shares, voting together as a single class, shall have the exclusive right to vote for the election
of directors and on all other matters submitted to a vote of the Company’s shareholder except as otherwise required by law. The
shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares on a one-for-one basis (A) at any
time and from time to time at the option of the holder thereof and (B) automatically on the business day following the closing of the
Business Combination, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities,
are issued or deemed issued in excess of the amounts offered in the closing of a Business Combination, the ratio at which shares of Class
B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding
shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number
of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on
an as-converted basis, 25% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public
Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business
Combination. In addition, the calculation mentioned above will be subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
one to one.
On April 5, 2023, in
accordance with the provisions of the second amended and restated memorandum and articles of association of the Company, the Sponsor exercised
its right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share, of the Company into 1,500,000 shares of
Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis.
As of June 30, 2023,
there were 2,812,500 shares of Class B ordinary shares issued and outstanding and December 31, 2022, there were 4,312,500 shares of Class
B ordinary shares issued and outstanding.
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 7 – SHAREHOLDERS’
DEFICIT (Continued)
Warrants
Public Warrants may only
be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants
will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing
of the Initial Public Offering.
Redemption of Warrants
When the Price per Share of Class A Ordinary shares Equals or Exceeds $18.00 — once the warrants become exercisable, the Company
may redeem the outstanding Public Warrants:
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per Public Warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if,
and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending
three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds
$18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). |
In addition, if (x) the
Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our
initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective
issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to our Sponsor
or its affiliates, without taking into account any, Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such
issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the
total equity proceeds and interest thereon, available for the funding of the Company’s initial Business Combination on the date
of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading
price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the
Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, and the $18.00 per share redemption trigger price described above in this section will be adjusted (to the nearest cent) to be
equal to 180% of the higher of the Market Value and the Newly Issued Price.
NOTE 8 – FAIR
VALUE MEASUREMENTS
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. |
OXUS ACQUISITION CORP.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
NOTE 8 – FAIR
VALUE MEASUREMENTS (Continued)
| ● | 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 the Company’s assessment of the assumptions that market participants would use in pricing
the asset or liability. |
The following table presents
information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2023, by level
within the fair value hierarchy:
| |
Quoted
Prices in
Active
Markets | | |
Significant
Other
Observable
Inputs | | |
Significant
Other
Unobservable
Inputs | |
Description | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Asset: | |
| | |
| | |
| |
Marketable securities held in Trust Account | |
$ | 21,133,112 | | |
$ | — | | |
$ | — | |
| |
$ | 21,133,112 | | |
$ | — | | |
$ | — | |
The following table presents
information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2022 by
level within the fair value hierarchy:
| |
Quoted
Prices in
Active
Markets | | |
Significant
Other
Observable
Inputs | | |
Significant
Other
Unobservable
Inputs | |
Description | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Asset: | |
| | |
| | |
| |
Marketable securities held in Trust Account | |
$ | 178,532,948 | | |
$ | - | | |
$ | - | |
| |
$ | 178,532,948 | | |
$ | - | | |
$ | - | |
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 already disclosed, that would have required adjustment
or disclosure in the financial statements.
On July 31, 2023, $60,000 was deposited into the Trust account in connection with the Extension.
On August 10, 2023, $0.2 million was drawn down under the Amended Note, bringing the balance outstanding to $2.75 million as of filing
date.
On
August 11, 2023, the Company, and Borealis, entered into an amendment (the “Amendment” ) to the Business Combination Agreement,
to amend and restate certain terms of the Business Combination Agreement, including (i) Section 7.18(a), to change the number of awards
of shares of New SPAC Shares to be granted under the New SPAC Equity Plan from 15% to 5%; (ii) to delete the form of the Plan of Arrangement
attached as Exhibit B to the original Business Combination Agreement and replace it with the form attached as Exhibit A to the Amendment
(the “Plan of Arrangement (Amended)”); and (iii) to delete the form of the New SPAC Bylaws attached as Exhibit G to the Business
Combination Agreement and replace it with the form attached as Exhibit B to the Amendment (the “New SPAC Bylaws (Amended)”).
The Plan of Arrangement (Amended) includes, among other things, certain changes to reflect a plan of arrangement under section 192 of
the CBCA and section 182 of the OBCA and certain changes to provisions relating to the New Oxus Amalgamation, and the effects of such
amalgamation. The New SPAC Bylaws (Amended) includes additional provisions relating to the appointment of an audit committee, and clarification
on the quorum requirements for a meeting of shareholders.
On
August 14, 2023, the Company filed a registration statement on Form S-4 with the SEC relating to the proposed business combination
with Borealis.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
References in this report to “we,” “us” or
the “Company” refer to Oxus Acquisition Corp. References to our “management” or our “management team”
refer to our officers and directors, and references to the “Sponsor” refer to Oxus Capital Pte. Ltd. The following discussion
and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements
and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.
This Quarterly Report includes “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties
that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical
fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans
and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements.
Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on
information currently available. A number of factors could cause actual events, performance or results to differ materially from the events,
performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual
results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) filed with the U.S. Securities and
Exchange Commission (the “SEC”) on March 31, 2023, as well as Item 1A, Part II of this Quarterly Report. The Company’s
securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable
securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result
of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on
February 3, 2021 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar
Business Combination with one or more businesses (a “Business Combination”). We intend to effectuate our initial Business
Combination using cash from the proceeds of our Initial Public Offering and the sale of the Private Warrants, our shares, debt or a combination
of cash, equity and debt.
We expect to continue to incur significant costs in the pursuit of
our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
The Business Combination Agreement
On February 23, 2023, we entered into a Business Combination Agreement
with 1000397116 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario, Canada and a wholly-owned subsidiary
of Oxus (“Newco”), and Borealis Foods Inc., a corporation incorporated under the laws of Canada (“Borealis”) (as
may be amended and restated from time to time, the “Business Combination Agreement”). The Business Combination Agreement was
unanimously approved by Oxus’ and Borealis’ respective board of directors. Pursuant to the Business Combination Agreement,
among other things: (a) Oxus will domesticate and continue as a corporation existing under the laws of the Province of Ontario, Canada
(the “Continuance” and, Oxus as the continuing entity, “New Oxus”); (b) on the Closing date, Newco and Borealis
will amalgamate in accordance with the terms of the plan of arrangement (the “Borealis Amalgamation” and Newco and Borealis
as amalgamated, “Amalco”), with Amalco surviving the Borealis Amalgamation as a wholly-owned subsidiary of New Oxus; and (c)
on the Closing date, immediately following the Borealis Amalgamation, Amalco and New Oxus will amalgamate (the “New Oxus Amalgamation,”
and together with the Continuance, the Borealis Amalgamation and other transactions contemplated by the Business Combination, the plan
of arrangement and the ancillary agreements, the “Proposed Transaction”), with New Oxus surviving the New Oxus Amalgamation.
For a more detailed discussion of the Business Combination Agreement, the Proposed Transaction and the ancillary agreements, see the Current
Report on Form 8-K filed with the SEC on March 1, 2023.
Extension
At the Extraordinary General Meeting held on March 2, 2023, our shareholders
approved (1) a special resolution (the “Extension Proposal”) to amend our Amended and Restated Memorandum and Articles of
Association (the “Charter”) to extend the date that we have to consummate a business combination from March 8, 2023 to December
8, 2023, or such earlier date as determined by our board of directors (the “Extended Date”) and (2) a special resolution (the
“Founder Share Amendment Proposal”) to amend the Charter to provide for the right of a holder of the Class B ordinary shares
to convert into the Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of such
holder. In connection with the votes to approve the Extension Proposal and the Founder Share Amendment Proposal, the holders of 15,300,532
Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately
$10.41 per share, for an aggregate redemption amount of approximately $159.34 million, leaving approximately $20.3 million in our trust
account. As of June 30, 2023, the Company had $21.13 million of marketable securities held in Trust Account.
Conversion of Class B Ordinary Shares
On April 5, 2023, in accordance with the provisions of the second amended
and restated memorandum and articles of association of the Company, our sponsor exercised its right to convert 1,500,000 shares of Class
B ordinary shares, par value $0.0001 per share, of the Company into 1,500,000 shares of Class A ordinary shares, par value $0.0001 per
share, of the Company on a one-for-one basis.
As of June 30, 2023, following conversion, there were 6,561,968 ordinary
shares of the Company issued and outstanding, consisting of 3,749,468 Class A ordinary shares and 2,812,500 Class B ordinary shares.
Results of Operations
We have neither engaged in any operations nor generated any revenues
to date. Our only activities from February 3, 2021 (inception) through June 30, 2023, were related to the Company’s formation and
the Initial Public Offering, and since the offering identifying and evaluating prospective acquisition targets for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating
income in the form of interest income or dividend income on marketable securities held after the Initial Public Offering. We incur expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses.
For the three months ended June 30, 2023, we had a net loss of $0.45
million, which consisted of dividend income of $0.25 million, offset by operating expenses of $0.70 million.
For the three months ended June 30, 2022, we
had a net loss of $0.29 million, which consisted of dividend income of $0.25 million, offset by operating expenses of $0.54 million.
For the six months ended June 30, 2023, we had a net loss of $1.18
million, which consisted of dividend income of $1.64 million, offset by operating expenses of $2.82 million.
For the six months ended June 30, 2022, we had a net loss of $0.84
million, which consisted of dividend income of $0.26 million, offset by operating expenses of $1.10 million.
Liquidity and Going Concern
Until the consummation of the Initial Public Offering, our only source
of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from the Sponsor.
On September 8, 2021, the Company consummated the Initial Public Offering
of 15,000,000 units, at a price of $10.00 per unit, generating gross proceeds of $150.00 million. Simultaneously with the closing of the
Initial Public Offering, we consummated the sale of 8,400,000 Private Warrants at a price of $1.00 per warrant in a private placement
to Sponsor and the underwriters, generating gross proceeds of $8.40 million. On September 13, 2021, the underwriters exercised the over-allotment
option in full and purchased an additional 2,250,000 units, generating gross proceeds of $22.50 million. In connection with the underwriters’
full exercise of the over-allotment option, the Company issued an additional 900,000 private warrants at a price of $1.00 per warrant
in a private placement to Sponsor and the underwriters, generating gross proceeds of $0.90 million.
Following the Initial Public Offering and the private placement, a
total of $175.95 million was placed in the Trust Account (at $10.20 per Unit). We incurred $4.15 million in transaction costs, including
$3.45 million of underwriting fees and $0.70 million of other offering costs.
For the six months ended June 30, 2023, cash
used in operating activities was $1.33 million. A net loss of $1.18 million was offset by the dividend income earned on marketable
securities held in Trust account of $1.64 million. Changes in operating assets and liabilities provided $1.49 million of total cash
for operating activities.
For the six months ended June 30, 2022, cash used in operating activities
was $0.40 million. Net loss of $0.84 million was offset by the dividend received of $0.26 million. Changes in operating assets and liabilities
provided $0.71 million of total cash for operating activities.
As of June 30, 2023, and December 31, 2022, we had marketable securities
held in Trust Account of $21.13 million and $178.53 million respectively. We intend to use substantially all of the funds held in the
Trust Account, including any amounts representing dividend income earned on the Trust Account to complete our Business Combination. To
the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our 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 June 30, 2023, and December 31, 2022, we had cash of $2,479 and
$0.68 million outside of the Trust Account, respectively. We intend to use the funds held outside the Trust Account primarily 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 a Business Combination.
In order to fund working capital deficiencies or finance transaction
costs in connection with a 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 a Business Combination, we may repay such loaned amounts out
of the proceeds of the Trust Account released to us. In the event that a 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 such loans may be convertible into Private Warrants, at a price of $1.00 per warrant, at the option
of the lender. The warrants would be identical to the Private Warrants.
Until the consummation of a Business Combination, the Company will
be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence
on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating
and consummating the Business Combination.
The Company will need to raise additional capital through loans or
additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors
and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable
in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional
financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity,
which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and
reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable
terms, if at all.
In connection with the Company’s assessment of going concern
considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements-Going Concern, the Company has until December
8, 2023 to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension not requested
by the sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate
a Business Combination on or before December 8, 2023, it is uncertain that the Company will be able to consummate a Business Combination
by this time. Management has determined that the liquidity condition, coupled with the mandatory liquidation, should a Business Combination
not occur, and an extension is not requested by the sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s
ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company
be required to liquidate after December 8, 2023.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of June 30, 2023. We do not participate in transactions that create relationships with unconsolidated
entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose
of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any
special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating
lease obligations or long-term liabilities, other than described below.
We have engaged EarlyBirdCapital, Inc. and Sova Capital Limited as
advisors in connection with our Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential
Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing
the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the
Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The
Company will pay EarlyBirdCapital and Sova Capital a cash fee for such services upon the consummation of a Business Combination of $5.3
million that equals to 3.0% of the gross proceeds of Initial Public Offering (exclusive of any applicablefinders’ fees which might
become payable).
Critical Accounting Policies
The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States 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. The Company has identified
the following as its critical accounting policies:
Warrants
We do not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine
if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.
We account for the Public Warrants and Private Warrants collectively
(“Warrants”), as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants
and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants meet all of the
requirements for equity classification under ASC 815, including whether the Warrants are indexed to our own ordinary shares and whether
the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other
conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance
of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity
classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued
or modified warrants that do not meet all the criteria for equity classification, such warrants are required to be recorded at their initial
fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified
warrants are recognized as a non-cash gain or loss on the statements of operations. We evaluated the Public Warrants and Private
Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” and concluded
that they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital
at the time of issuance.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible
redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares
subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares 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 Company’s control) are classified as temporary equity.
At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain
redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
Accordingly, as of June 30, 2023 and December 31, 2022, 1,949,468 and 17,250,000 shares of Class A ordinary shares subject to possible
redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s
balance sheets, respectively.
Net Loss Per Ordinary Share
We comply with accounting and disclosure requirements of Financial
Accounting Standards Board Accounting Standard Codification, or FASB ASC, Topic 260, “Earnings Per Share.” Net loss per ordinary
share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies
the two-class method in calculating earnings per share. Re-measurement associated with the redeemable shares of Class A ordinary share
is excluded from EPS as the redemption value approximates fair value.
Recent Accounting Pronouncements
In August 2020, FASB issued Accounting Standards Update (“ASU”)
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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all
convertible instruments.
The provisions of ASU 2020-06 are applicable for fiscal years beginning
after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is
currently evaluating the impact of ASU 2020-06 on its financial statements.
Management does not believe that any other recently issued, but not
yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. 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 its principal executive officer and principal financial officer or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules
13a-15f and 15d-15 under the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their
evaluation, our principal executive officer and principal 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 June 30, 2023, due solely to the
material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial
instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared
in accordance with the U.S. generally accepted accounting principles (“GAAP”). Accordingly, management believes that the
financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of
operations and cash flows for the period presented.
Changes in Internal Control over Financial
Reporting
There were no changes in our
internal controls over financial reporting that occurred during the second quarter of the fiscal year covered by this Quarterly Report
on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management identified a material
weakness in internal controls related to complex financial instruments, as described above. To respond to this material weakness, we have
devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over
financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance
our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced
analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of
our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the
intended effects.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Factors that could cause our
actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K
for the year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “Annual Report”). Any of these factors could
result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently
known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly
Report, there have been no material changes to the risk factors disclosed in our Annual Report.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On March 22, 2021, we issued
8,625,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.003 per share, pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act. In addition, we issued 200,000 Class A ordinary
shares, at a price of $0.0001 per share, to each of EarlyBirdCapital and Sova Capital and/or their respective designees for an aggregate
of 400,000 Class A ordinary shares in a private placement in March 2021. On June 10, 2021 and July 14, 2021, our sponsor forfeited
an aggregate of 4,312,500 founder shares, such that our sponsor owns an aggregate of 4,312,500 founder shares. In addition, on June 10,
2021 and July 14, 2021, each of EarlyBirdCapital and Sova Capital forfeited 50,000 underwriter founder shares. In July 2021, our
sponsor transferred 50,000 founder shares to each of our independent director nominees at their original purchase price.
On September 8, 2021, we consummated
the Initial Public Offering of 15,000,000 units. Each unit consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary
Shares”) and one redeemable warrant (each, a “Warrant”), each Warrant entitling the holder thereof to purchase one Ordinary
Share at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form
S-1 (File Nos. 333-258183). The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $150,000,000.
On September 9, 2021, the
underwriters notified the Company of their exercise of the over-allotment option in full and, on September 13, 2021, the underwriters
purchased 2,250,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the over-allotment
option, generating additional gross proceeds of $22,500,000.
As previously reported on
a Current Report on Form 8-K of the Company, on September 8, 2021, simultaneously with the consummation of the Offering, the Company completed
a private placement of an aggregate of 8,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private
Placement Warrant, generating gross proceeds of $8,400,000. On September 13, 2021, simultaneously with the sale of the Additional
Units, the Company consummated the sale of an additional 900,000 Private Warrants at $1.00 per additional Private Warrant (the “Additional
Private Warrants”), generating additional gross proceeds of $900,000.
A total of $22,950,000 of
the net proceeds from the sale of the Additional Units and the Additional Private Warrants was deposited in a trust account established
for the benefit of the Company’s public shareholders, with Continental Stock Transfer & Trust Company acting as trustee, bringing
the aggregate proceeds held in the Trust Account to $175,950,000.
In connection with the shareholder
vote to approve the Extension Amendment in the Extraordinary General Meeting on March 2, 2023, the holders of 15,300,532 Class A ordinary
shares property exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an
aggregate redemption amount of approximately $159.34 million, leaving approximately $20.3 million in the trust account.
On April 5, 2023, in accordance
with the provisions of the Second Amended and Restated Memorandum and Articles of Association of the Company, the Sponsor exercised its
right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share, of the Company into 1,500,000 shares of Class
A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis. Following such conversion, there were 6,561,968
ordinary shares of the Company issued and outstanding, consisting of 3,749,468 Class A ordinary shares and 2,812,500 Class B ordinary
shares.
For a description of the use
of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
The following exhibits are
filed as part of, or incorporated by reference into, this Quarterly Report.
Exhibit No. |
|
Description |
2.1 (2)*** |
|
Business Combination Agreement, dated as of February 23, 2022, by and among Oxus, Newco and Borealis. |
3.1 (1) |
|
Second Amended and Restated Memorandum and Articles of Association |
10.1 (2) |
|
Amended and Restated Promissory Note dated February 28, 2023 |
10.2 (2) |
|
Form of Shareholder Support Agreement, dated as of February 23, 2023, by and among Oxus and certain shareholders of Borealis. |
10.3 (2) |
|
Sponsor Support Agreement, dated as of February 23, 2023, by and among Oxus, Sponsor and Borealis. |
10.4 (2) |
|
Form of Registration Rights Agreement |
10.5 (2) |
|
Form of Lock-Up Agreement |
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 |
|
Inline XBRL Instance Document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
* |
Filed herewith. |
** |
Furnished herewith. |
*** |
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
(1) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on March 3, 2023 and incorporated by reference herein. |
(2) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on March 1, 2023 and incorporated by reference herein. |
SIGNATURES
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, thereunto
duly authorized.
|
oxus acquisition corp. |
|
|
|
Date: August 18, 2023 |
By: |
/s/ Kanat Mynzhanov |
|
Name: |
Kanat Mynzhanov |
|
Title: |
Chief Executive Officer |
|
|
|
Date: August 18, 2023 |
By: |
/s/ Askar Mametov |
|
Name: |
Askar Mametov |
|
Title: |
Chief Financial Officer |
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In connection with the Quarterly Report of Oxus
Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities
and Exchange Commission (the “Report”), I, Kanat Mynzhanov, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
In connection with the Quarterly Report of Oxus
Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities
and Exchange Commission (the “Report”), I, Askar Mametov, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that: