UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 23, 2023
Oxus Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-40778 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
300/26 Dostyk Avenue
Almaty, Kazakhstan |
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050020 |
(Address of principal executive offices) |
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(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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share and one Warrant |
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OXUSU |
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The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
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OXUS |
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The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
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OXUSW |
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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. ☐
Explanatory Note
On February 24, 2023, Oxus Acquisition Corp.
filed a Form 8-K (the “Original Form 8-K”). This Amendment to Form 8-K is being filed solely to update the press
release filed as Exhibit 99.1 of the Original Form 8-K to include certain additional information. In connection with the same,
a corrected version of Exhibit 99.1 to the Original Form 8-K is being reissued and refiled. Except as set forth herein, the
remainder of the Original Form 8-K remains unchanged.
Item 7.01 |
Regulation FD Disclosure. |
On
February 24, 2023, Oxus Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Oxus”),
and Borealis Foods Inc., a corporation incorporated under the laws of Canada (“Borealis”), jointly issued a press release
announcing the execution of a business combination agreement on February 23, 2023, by and among Oxus, 1000397116 Ontario Inc., a corporation
incorporated under the laws of the province of Ontario, Canada (“Newco”) and a wholly-owned subsidiary of Oxus, and
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) 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. A copy of the press release is furnished hereto as Exhibit
99.1 and incorporated herein by reference.
The
foregoing exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
The
disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.
Additional
Information and Where to Find It
This
Current Report on Form 8-K 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
Current Report on Form 8-K 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
Current Report on Form 8-K 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, Borealis, or Newco, 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.
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.
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oxus acquisition corp. |
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By: |
/s/ Kanat Mynzhanov |
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Name: |
Kanat Mynzhanov |
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Title: |
Chief Executive Officer |
Date: February 24, 2023
Oxus Acquisition (NASDAQ:OXUSU)
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