Borealis Foods Inc., an innovative food technology company
(“Borealis”), and Oxus Acquisition Corp. (“Oxus”) (Nasdaq: OXUSU,
OXUS, OXUSW), a special purpose acquisition company, today
announced the signing of a definitive business combination
agreement on February 23, 2023, that is expected to result in a
newly-combined company (the “Company”) under the name Borealis
Foods Inc. Upon closing of the proposed transaction, the Company
will continue to be led by Borealis’ CEO and Co-Founder Reza
Soltanzadeh, and Chairman and Co-Founder Barthelemy Helg. The
boards of directors of Borealis and Oxus have each unanimously
approved the proposed transaction.
Borealis is a food technology company that has
developed a high quality, affordable, sustainable and highly
nutritious range of plant-based, ready-to-eat meals, which are sold
in the US, Canada, and are expected to be soon sold in Europe.
Borealis Foods has developed and launched the world’s first
mass-produced plant-based ramen meal with 20 grams of complete
protein per serving. This achievement in the plant-based protein
industry underscores Borealis' commitment to developing
cutting-edge solutions to tackle global food challenges.
Through continuous research and development, and
partnerships with other advanced food-tech companies, Borealis has
created ramen meals that are organic, vegan, vegetarian, Halal,
Kosher, plant-based, egg and dairy free, non-GMO, MSG free, and
TBHQ free, and are manufactured with recyclable packaging. The
ramen category represents an estimated $40 billion market and plays
an essential role in feeding billions of people worldwide.
Reza Soltanzadeh, CEO of
Borealis, shared “We are thrilled about the next
stage of Borealis and our alignment with Oxus on our shared vision
of making healthy and sustainable food accessible to all. By
closing a business combination with Oxus, we can fully realize our
mission of developing food technology solutions to address global
food challenges. This new company represents a significant step
forward for us.”
Kanat Mynzhanov, CEO of Oxus,
said "We, at Oxus Acquisition Corp., have been looking for
companies and technologies that have a positive, sustainable,
environmental impact on a global basis. Our team has been working
hard to find an optimal partner to join us in this quest; we have
evaluated many potential candidates and we believe that we have
found an excellent partner in Borealis, as a leading platform in
food tech, and Palmetto as their first successful application of
such innovation on a commercial scale. We believe Borealis is
uniquely positioned to revolutionize the global basic food
industry.”
Oxus raised approximately $172,500,000 million
in gross proceeds in its initial public offering, including the
proceeds of the exercise of the over-allotment option. It was
listed on the NASDAQ on September 21, 2021, to identify and
consummate an initial business combination with a target that can
benefit from the investment, operating, and innovating experience
of Oxus’s management team and sponsor.
Transaction Summary
Under the proposed transaction terms, Borealis
will combine with Oxus and become a publicly traded entity under
its existing name. The transaction values Borealis at $150 million
equity value. Oxus Capital PTE. Ltd., the sponsor of Oxus, invested
$20 million into Borealis as a convertible note in December 2022.
In addition, an additional $20 million convertible note from a
third-party investor which is expected to fund in April 2023 has
been secured.
The Company’s board is expected to be comprised
of seven directors, five of whom will be independent, consistent
with the applicable NASDAQ listing rules.
The proposed transaction will require approval
of the shareholders of Oxus and is expected to close during the
third quarter of 2023, subject to the satisfaction of customary
closing conditions.
Advisors
Oxus: Torys LLP (Canada), Travers Thorp Alberga
(Cayman Islands), and Greenberg Traurig, LLP are acting as legal
counsel to Oxus (US). EarlyBirdCapital, Inc. is serving as
financial advisor and Scalar LLC provided a fairness opinion to the
Board of Directors of Oxus.
Borealis: Nixon Peabody LLP (US) and Bennett
Jones LLP (Canada) are acting as legal counsel to Borealis.
Additional Information and Where to Find It
This communication relates to the proposed
transaction but does not contain all the information that should be
considered concerning the proposed transaction and is not intended
to form the basis of any investment decision or any other decision
in respect of the proposed transaction. Oxus intends to file with
the SEC a registration statement on Form S-4 relating to the
proposed transaction that will include a proxy statement of Oxus
and a prospectus of Oxus. When available, the definitive proxy
statement/prospectus and other relevant materials will be sent to
all Oxus shareholders as of a record date to be established for
voting on the proposed transaction. Oxus also will file other
documents regarding the proposed transaction with the SEC. Before
making any voting decision, investors and securities holders of
Oxus are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about Oxus, Borealis and the proposed
transaction.
Investors and securities holders will be able to
obtain free copies of the proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC by Oxus
through the website maintained by the SEC at www.sec.gov. In
addition, the documents filed by Oxus may be obtained free of
charge from Oxus’s website at https://www.oxusacquisition.com/or by
written request to Oxus at Oxus Acquisition Corp., 300/26 Dostyk
Avenue, Almaty, Kazakhstan 050020.
Participants in Solicitation
Oxus and Borealis and their respective directors
and officers may be deemed to be participants in the solicitation
of proxies from Oxus’s shareholders in connection with the proposed
transaction. Information about Oxus’s directors and executive
officers and their ownership of Oxus’s securities is set forth in
Oxus’s filings with the SEC, including Oxus’s Annual Report on
Form 10-K for the fiscal year ended December 31,
2021, which was filed with the SEC on March 31, 2022. To the
extent that such persons’ holdings of Oxus’s securities have
changed since the amounts disclosed in Oxus’s Annual Report on
Form 10-K, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the names and interests in the
proposed transaction of Oxus’s and Borealis’ respective directors
and officers and other persons who may be deemed participants in
the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
Forward-Looking Statements
This communication contains certain
forward-looking statements within the meaning of the federal
securities laws with respect to the proposed transaction between
Borealis and Oxus, including statements regarding the benefits of
the proposed transaction, the anticipated timing of the completion
of the proposed transaction, the products offered by Borealis and
the markets in which it operates, the expected total addressable
market for the products offered by Borealis, the sufficiency of the
net proceeds of the proposed transaction to fund Borealis’
operations and business plan and Borealis’ projected future
results. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,” “will
likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions and,
as a result, are subject to material risks and uncertainties and
other factors, many of which are outside the control of Borealis.
Many factors could cause actual future events to differ materially
from the forward-looking statements in this document, including,
but not limited to: (i) the risk that the proposed transaction
may not be completed in a timely manner or at all; (ii) the
risk that the proposed transaction may not be completed by Oxus’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline sought by Oxus;
(iii) the failure to satisfy the conditions to the
consummation of the proposed transaction, including the adoption of
the business combination agreement by the shareholders of Oxus and
Borealis, the satisfaction of the minimum trust account amount
following redemptions by Oxus’s public shareholders and the receipt
of certain governmental and regulatory approvals, among other
closing conditions; (iv) the occurrence of any event, change
or other circumstance that could give rise to the termination of
the business combination agreement; (vi) the effect of the
announcement or pendency of the proposed transaction on Borealis’
business relationships, performance, and business generally;
(vii) risks that the proposed transaction disrupts current
plans and operations of Borealis; (viii) the outcome of any
legal proceedings that may be instituted against Borealis, Oxus or
others related to the business combination agreement or the
proposed transaction; (ix) the ability to meet NASDAQ listing
standards at or following the consummation of the proposed
transaction; (x) the ability to recognize the anticipated
benefits of the proposed transaction, which may be affected by a
variety of factors, including changes in the competitive and highly
regulated industries in which Borealis operates, variations in
performance across competitors and partners, changes in laws and
regulations affecting Borealis’ business, the ability of Borealis
and the post-combination company to retain its management and key
employees and general economic and financial market trends,
disruptions and risks; (xi) the ability to implement business
plans, forecasts, and other expectations after the completion of
the proposed transaction; (xii) the risk that Borealis will need to
raise additional capital to execute its business plan, which may
not be available on acceptable terms or at all; (xiii) the
risk that the post-combination company experiences difficulties in
managing its growth and expanding operations; (xiv) the risk
of product liability or regulatory lawsuits or proceedings relating
to Borealis’ business; (xv) the risk that Borealis is unable
to secure or protect its intellectual property; (xvi) the
effects of COVID-19 or other public health crises on
Borealis’ business and results of operations and the global economy
and geopolitical climate generally; and (xvii) costs related
to the proposed transaction. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of Oxus’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, the registration statement on
Form S-4 and proxy statement/prospectus discussed above
and other documents filed by Oxus from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially adversely from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Borealis and Oxus assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Borealis nor Oxus gives or can
give any assurance that either Borealis or Oxus will achieve its
expectations.
No Offer or Solicitation
This communication is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed transaction
and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of Oxus or Borealis, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of
Section 10 of the Securities Act, or exemptions therefrom.
Media Contact:
Oxus Acquisition Corp.
media@oxusacquisition.com
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