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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
October 2, 2023
Oxus Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-40778 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(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)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one 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
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into
a Material Definitive Agreement.
The
information discussed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Second Amended and
Restated Promissory Note
On October 2, 2023, Oxus
Acquisition Corp. (“Oxus”) entered into the Second Amended and Restated Promissory Note (the “Amended Note”)
with Oxus Capital PTE. LTD (the “Sponsor”) pursuant to which Oxus may borrow up to an aggregate principal amount
of $6,000,000. The Amended Note amended, replaced and superseded in its entirety that certain promissory note, dated February 28, 2023,
made by Oxus in favor of the Sponsor in the principal amount of up to $3,500,000 (the “Original Note”), and any unpaid
principal balance of the indebtedness evidenced by the Original Note has been merged into and evidenced by the Amended Note. The Amended
Note is non-interest bearing and due on the date on which Oxus consummates its initial business combination. If Oxus completes a business
combination, Oxus would repay any loaned amounts, without interest, upon consummation of the business combination. In the event that a
business combination does not close, Oxus may use a portion of the working capital held outside the trust account to repay any loaned
amounts but no proceeds from Oxus’ trust account would be used for such repayment. The issuance of the Amended Note was unanimously
approved by Oxus’ board of directors, including all the members of the audit committee, on September 29, 2023. As of October 4,
2023, there was outstanding unpaid balance of $3,350,000 under the Amended Note.
The foregoing description
of the Amended Note is qualified in its entirety by reference to the full text of the Amended Note, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
that are based on Oxus’ current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties,
as well as those risks set forth in the “Risk Factors” section of Oxus’ Annual Report on Form 10-K for the
year ended December 31, 2022, as amended or supplemented by Oxus’ other filings with the Securities and Exchange Commission.
Although these forward-looking statements reflect management’s belief as to future events, actual events or Oxus’ investments
and actual results of operations could differ materially from those expressed or implied in these forward-looking statements. To the extent
that Oxus’ assumptions differ from actual results, Oxus’ ability to meet such forward-looking statements may be significantly
hindered. You are cautioned not to place undue reliance on any forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
oxus acquisition corp. |
|
|
|
By: |
/s/ Kanat Mynzhanov |
|
|
Name: |
Kanat Mynzhanov |
|
|
Title: |
Chief Executive Officer |
Date: October 6, 2023
2
Exhibit 10.1
THIS SECOND AMENDED AND RESTATED PROMISSORY
NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION
IS NOT REQUIRED.
SECOND AMENDED AND RESTATED PROMISSORY NOTE
Principal Amount: Up to $6,000,000 |
Dated as of October 2, 2023 |
Cayman Islands |
Oxus Acquisition Corp., a
Cayman Islands company (the “Maker”), promises to pay to the order of Oxus Capital PTE. LTD or its registered assigns
or successors in interest (the “Payee”), or order, the principal
sum of up to Six Million Dollars ($6,000,000) in lawful money of the United States of America, on the terms and conditions described below. All
payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to
such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. This Note
amends, replaces and supersedes in its entirety that certain promissory note, dated February 28, 2023, made by the Maker in favor of the
Payee (the “Original Note”), and the unpaid principal balance of the indebtedness evidenced by the Original Note is
being merged into and will hereafter be evidenced by this Note.
1.
Principal. 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 (the “Business
Combination”) (such date the “Maturity Date”). The principal balance may be prepaid at any time.
2. Interest. No interest
shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests. The
principal of this Note may be drawn down from time to time prior to the date on which the Maker consummates its initial business combination,
upon request from Maker to Payee (each, a “Drawdown Request”). Payee shall fund each Drawdown Request within five (5)
business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under
this Note is Six Million Dollars ($6,000,000).
4. Terms of Drawdown Requests. Maker
and Payee agree that Maker may request up to Six Million Dollars ($6,000,000) for advisory and other costs.
5. Application of Payments. All
payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid
principal balance of this Note.
6. Events of Default. The
following shall constitute an event of default (“Event of Default”):
(a) Failure to
Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the
date specified above.
(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
7. Remedies.
(a) Upon the occurrence
of an Event of Default specified in Section 7(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence
of an Event of Default specified in Sections 7(b) or 7(c), the unpaid principal balance of this Note, and all other sums payable with
regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
8. Waivers. Maker and all
endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice
of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this
Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or
any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.
9. Unconditional Liability. Maker
hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this
Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be
affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and
consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder.
10. Notices. All notices,
statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally or
sent by first class registered or certified mail, overnight courier service to the address designated in writing, (ii) by facsimile to
the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii)
by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be
designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on
the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic
mail, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
11. Construction. THIS NOTE SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.
12. Severability. Any provision
contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust Waiver. Notwithstanding
anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including
the deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private placement to occur
prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus
to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.
14. Amendment; Waiver. Any
amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
15. Assignment. No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise)
without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.
|
OXUS ACQUISITION CORP. |
|
|
|
By: |
/s/ Kanat Mynzhanov |
|
Name: |
Kanat Mynzhanov |
|
Title: |
Chief Executive Officer and Director |
Acknowledged and agreed as of the date first above written.
Oxus Capital PTE., Ltd |
|
|
|
|
By: |
/s/ Pavel Mynzhanov |
|
Name: |
Pavel Mynzhanov |
|
Title: |
Director |
|
[SIGNATURE PAGE TO PROMISSORY NOTE]
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