BRLS / Borealis Foods Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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 August 29, 2025 Date of Report (date of earliest event reported) BOREALIS FOODS INC

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 August 29, 2025 Date of Report (date of earliest event reported) BOREALIS FOODS INC. (Exact name of registrant as specified in its charter) Ontario 001-40778 98-1638988 (State or other jurisdiction of incorporation or organization) (

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 August 19, 2025 Date of Report (date of earliest event reported) BOREALIS FOODS INC

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 August 19, 2025 Date of Report (date of earliest event reported) BOREALIS FOODS INC. (Exact name of registrant as specified in its charter) Ontario 001-40778 98-1638988 (State or other jurisdiction of incorporation or organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as specif

Form of Promissory Notes, dated as of August 19, 2025.

Exhibit 10.1 PROMISSORY NOTE $ USD [DATE] FOR VALUE RECEIVED, [Borealis Foods Inc/Palmetto Gourmet Foods, Inc.], [an Ontario Corporation/a South Carolina corporation] (the “Borrower”), promises to pay to [LENDER NAME], an individual residing at (the “Lender”), the principal sum of U.S. DOLLARS The designation of “Lender” or “Borrower” as used herein shall include singular, plural, masculine, femin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40778

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40778 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of regi

Financial Statements and Exhibits, Other Events

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 May 27, 2025 Date of Report (date of earliest event reported) BOREALIS FOODS INC. (Exact name of registrant as specified in its charter) Ontario 001-40778 98-1638988 (State or other jurisdiction of incorporation or organization) (Com

Borealis Foods’ CEO Reza Soltanzadeh Issues Letter to Shareholders Domestic Manufacturing Assets Attracting Significant Interest from Global Food Companies, Distributors and Retailers

Exhibit 99.1 Borealis Foods’ CEO Reza Soltanzadeh Issues Letter to Shareholders Domestic Manufacturing Assets Attracting Significant Interest from Global Food Companies, Distributors and Retailers New York, NY, May 27, 2025 – Borealis Foods Inc. (“Borealis” or the “Company”) (Nasdaq: BRLS), a food-tech innovator, and creator of the popular high-protein Chef Woo ramen, Ramen Express and Woodles bra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as speci

Form of Promissory Note (incorporated by reference to Exhibit 10.1 to Borealis Foods, Inc. Form 8-K, filed with the SEC on May 20, 2025).

Exhibit 10.1 PROMISSORY NOTE $[●] USD Calculated as of [●], 2025 FOR VALUE RECEIVED, Borealis Foods Inc., an Ontario corporation (the “Borrower”), promises to pay to [●] (the “Lender”), the principal sum of [●] The designation of “Lender” or “Borrower” as used herein shall include singular, plural, masculine, feminine or neutral as required by the context. 1. Promise to Pay. The Borrower promises

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 May 20, 2025 Date of Report (date of earliest event reported) BOREALIS FOODS INC. (

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 May 20, 2025 Date of Report (date of earliest event reported) BOREALIS FOODS INC. (Exact name of registrant as specified in its charter) Ontario 001-40778 98-1638988 (State or other jurisdiction of incorporation or organization) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41646

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41646 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of regi

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 Borealis Foods, Inc.’s Form 10-K, filed with the SEC on April 15, 2025).

DESCRIPTION OF BOREALIS FOODS SECURITIES The following description (this “Description”) of our securities is a summary and does not purport to be complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as specified

Borealis Foods Inc. Insider Trading Policy

BOREALIS FOODS INC. POLICY ON INSIDER TRADING (Approved and adopted on February 7, 2024) This Insider Trading Policy describes the policy of Borealis Foods Inc. and its subsidiaries (collectively, the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40778

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40778 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

Second Amendment to Promissory Note dated December 30, 2024, by and between Borealis Foods Inc. and Roya Foods, Inc.

Exhibit 10.2 SECOND AMENDMENT TO PROMISSORY NOTE This Second Amendment to Promissory Note is entered into as of this 30th day of December, 2024 (“Effective Date”) by and between Borealis Foods Inc., an Ontario corporation with a principal place of business at 1540 Cornwall Rd., Suite 104, Oakville Ontario, L6J 7W5 (the “Maker”) and Roya Foods, Inc. a entity incorporated under the laws of the State

First Amendment to Promissory Note, dated December 30, 2024, by and between Borealis Foods Inc. and Oxus Capital PTE LTD.

Exhibit 10.1 FIRST AMENDMENT TO PROMISSORY NOTE This First Amendment to Promissory Note is entered into as of this 30th day of December 2024 (“Effective Date”) by and between Borealis Foods Inc. (the “Maker”) and Oxus Capital PTE LTD., (the “Holder”). WHEREAS, the Maker executed a promissory note dated February 7, 2024, for the benefit of the Holder, in the amount of US$7,601,661 (the “Promissory

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 December 30, 2024 Date of Report (date of earliest event reported) BOREALIS FOODS I

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 December 30, 2024 Date of Report (date of earliest event reported) BOREALIS FOODS INC. (Exact name of registrant as specified in its charter) Ontario 001-40778 98-1638988 (State or other jurisdiction of incorporation or organization)

Borealis Foods Reports Third Quarter 2024 Financial Results Results Highlighted by Continued Gross Margin Improvement

Borealis Foods Reports Third Quarter 2024 Financial Results Results Highlighted by Continued Gross Margin Improvement FOR IMMEDIATE RELEASE New York, NY, November 14, 2024 – Borealis Foods Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 14, 2024 Date of Report (date of earliest event reported) BOREALIS FOODS INC. (Exact name of registrant as specified in its charter) Ontario (State or other jurisdiction of incorporation or organization) 001-40778 (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as s

OXUS / Oxus Acquisition Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2*) Under the Securities Exchange Act of 1934 Borealis Foods Inc. (f.k.a. Oxus Acquisition Corp.) (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G6859L105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the a

Specimen Common Share Certificate of Borealis Foods Inc.

Exhibit 4.4

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Borealis Foods Inc.

As filed with the Securities and Exchange Commission on September 3, 2024

As filed with the Securities and Exchange Commission on September 3, 2024 Registration No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 15, 2024 Date of Report (date of earliest event reported) BOREALIS FOODS INC. (Exact name of registrant as specified in its charter) Ontario (State or other jurisdiction of incorporation or organization) 001-40778 (Commissio

Borealis Foods’ CEO Reza Soltanzadeh Issues Letter to Shareholders; Highlights Continued Gross Margin Expansion and Expectation for Stronger Second Half of 2024

Borealis Foods’ CEO Reza Soltanzadeh Issues Letter to Shareholders; Highlights Continued Gross Margin Expansion and Expectation for Stronger Second Half of 2024 New York, NY, August 15, 2024 – Borealis Foods Inc.

Borealis Foods’ CEO Reza Soltanzadeh Issues Letter to Shareholders; Highlights Continued Gross Margin Expansion and Expectation for Stronger Second Half of 2024

Borealis Foods’ CEO Reza Soltanzadeh Issues Letter to Shareholders; Highlights Continued Gross Margin Expansion and Expectation for Stronger Second Half of 2024 New York, NY, August 15, 2024 – Borealis Foods Inc.

Financial Statements and Exhibits, Other Events

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 August 15, 2024 Date of Report (date of earliest event reported) BOREALIS FOODS INC. (Exact name of registrant as specified in its charter) Ontario (State or other jurisdiction of incorporation or organization) 001-40778 (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as specif

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 8, 2024 BOREALIS FOODS INC. (Exact name of Registrant as Specified in its Charter) Ontario 001-40778 98-1638988 (State or other jurisdiction of incorporation or organization) (Co

Employment Agreement, by and between Borealis Foods Inc. and Reza Soltanzadeh, dated July 8, 2024.

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made the 8th day of July, 2024, BETWEEN: BOREALIS FOODS INC. a corporation amalgamated under the Business Corporations Act (Ontario) (the “Company”) and REZA SOLTANZADEH (the “Executive”) WHEREAS, on February 23, 2023, Borealis Foods Inc. (an amalgamation predecessor to the Company, “BFI”), Oxus Acquisition Corp. a Cayman Islands exempt

Borealis Foods Authorizes Stock Buyback Program

Exhibit 99.1 Borealis Foods Authorizes Stock Buyback Program Toronto, ON, June 6, 2024 – Borealis Foods Inc. (“Borealis” or the “Company”) (Nasdaq: BRLS), a pioneering food tech company dedicated to crafting premium-quality, nutritious food solutions accessible to all, announced today that its Board of Directors has authorized a stock buyback program, effective immediately. Under the program, the

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 5, 2024 BOREALIS FOODS INC. (Exact name of Registrant as Specified in its Charter) Ontario 001-40778 98-1638988 (State or other jurisdiction of incorporation or organization) (Co

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): May 23, 2024 BOREALIS FOODS INC.

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): May 23, 2024 BOREALIS FOODS INC. (Exact name of Registrant as Specified in its Charter) Ontario 001-40778 98-1638988 (State or other jurisdiction of incorporation or organization) (Co

Borealis Foods’ CEO Reza Soltanzadeh Issues Letter to Shareholders; Outlines Recent Product Mix Improvement and Investments in Growth

Exhibit 99.1 Borealis Foods’ CEO Reza Soltanzadeh Issues Letter to Shareholders; Outlines Recent Product Mix Improvement and Investments in Growth Toronto, ON, May 23, 2024 – Borealis Foods Inc. ("Borealis" or the "Company") (Nasdaq: BRLS), a pioneering food tech company dedicated to crafting premium-quality, nutritious food solutions accessible to all, today announced that CEO Reza Soltanzadeh ha

By-Laws of Borealis Foods Inc.

Exhibit 3.2 BOREALIS FOODS INC. BY-LAW NO. 1 Table of Contents Page Section 1 DEFINITIONS 1 Section 2 REGISTERED OFFICE 2 Section 3 SEAL 3 Section 4 DIRECTORS 3 4.1 Number 3 4.2 Vacancies 3 4.3 Powers 3 4.4 Duties 3 4.5 Qualification 3 4.6 Term of Office 4 4.7 Election 4 4.8 Consent to Election 4 4.9 Removal 4 4.10 Vacation of Office 4 4.11 Validity of Acts 5 Section 5 MEETINGS OF DIRECTORS 5 5.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as speci

Articles of Continuance, dated February 6, 2024.

Exhibit 3.1 Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises Certificate of Continuance Certificat de maintien Business Corporations Act Loi sur les sociétés par actions OXUS ACQUISITION CORP. Corporation Name / Dénomination sociale 1000789352 Ontario Corporation Number / Numéro de société de l’Ontario This is to certify that these articles are e

Borealis Foods, Inc. Form of Equity Incentive Plan (incorporated by reference on Exhibit 3.4 of Borealis Foods, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on May 21, 2024).

Exhibit 3.4 BOREALIS FOODS INC. EQUITY INCENTIVE PLAN February 7, 2024 Table of Contents page Article 1 DEFINITIONS 1 1.1 Definitions 1 Article 2 PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 6 2.1 Purpose of the Plan 6 2.2 Implementation and Administration of the Plan 6 2.3 Eligible Participants 7 2.4 Shares Subject to the Plan 7 2.5 Participation Limits 8 2.6 Performance Criteria 8

Articles of Amalgamation by Arrangement and Plan of Arrangement, dated February 7, 2024.

Exhibit 3.3 Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises Certificate of Amalgamation by Arrangement Certificat de fusion par arrangement Business Corporations Act Loi sur les sociétés par actions BOREALIS FOODS INC. Corporation Name / Dénomination sociale 1000799708 Ontario Corporation Number / Numéro de société de l’Ontario This is to certif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41646

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41646 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 16, 2024 BOREALIS FOODS INC. (Exact name of Registrant as Specified in its Charter) Ontario 001-40778 98-1638988 (State or other jurisdiction of incorporation or organization) (

Borealis Foods’ CEO Reza Soltanzadeh Issues Letter to Shareholders Providing Corporate Update

Exhibit 99.1 Borealis Foods’ CEO Reza Soltanzadeh Issues Letter to Shareholders Providing Corporate Update Toronto, ON, April 16, 2024 – Borealis Foods Inc. ("Borealis" or the "Company") (Nasdaq: BRLS), a pioneering food tech company dedicated to crafting premium-quality, nutritious food solutions accessible to all, today announced that CEO Reza Soltanzadeh has issued a letter to shareholders that

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

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): April 15, 2024 (February 7, 2024) BOREALIS FOODS INC. (Exact name of Registrant as Specified in its Charter) Ontario 001-40778 98-1638988 (State or other jurisdict

Borealis Foods Inc. Executive Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.0 to Borealis Foods Inc.’s Annual Report on Form 10-K, filed with the SEC on April 15, 2024).

Exhibit 97.0 OXUS ACQUISITION CORP. (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as specified

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.6 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial statements are provided to aid in the analysis of the financial aspects of the Business Combination and adjustments for the material event. This material event is referred to herein as “Material Event” and the pro forma adjustments for the Material Event are referred to herein as “A

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Borealis Foods Inc. for the year ended December 31, 2023

Exhibit 99.4 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Borealis Foods Inc. for the year ended December 31, 2023 Capitalized terms used but not defined herein have the meanings ascribed to them in Borealis Foods Inc.’s Current Report on Form 8-K/A (the “Current Report”). The following discussion and analysis should be read in conjunction with Borealis

BOREALIS FOODS INC. (FORMERLY KNOWN AS “OXUS ACQUISITION CORP.”) FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023 TABLE OF CONTENTS

Exhibit 99.3 BOREALIS FOODS INC. (FORMERLY KNOWN AS “OXUS ACQUISITION CORP.”) FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023 TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Report of Independent Registered Public Accounting Firm (PCAOB ID: 688) F-2 Financial Statements Balance Sheets as of December 31, 2023 and 2022 F-3 Statements of Operations for the Year Ended December 31, 2023 and 2022 F-

Consolidated Financial Statements Borealis Foods, Inc. and Subsidiaries Years Ended December 31, 2023 and 2022 with Report of Independent Auditors Borealis Foods, Inc. and Subsidiaries Consolidated Financial Statements Years Ended December 31, 2023 a

Exhibit 99.2 Consolidated Financial Statements Borealis Foods, Inc. and Subsidiaries Years Ended December 31, 2023 and 2022 with Report of Independent Auditors Borealis Foods, Inc. and Subsidiaries Consolidated Financial Statements Years Ended December 31, 2023 and 2022 Contents Report of Independent Registered Public Accounting Firm 1 Consolidated Financial Statements Consolidated Balance Sheets

Note Purchase Agreement, dated January 30, 2024, by and between Borealis Foods Inc. and GSS Overseas LTD.

Exhibit 10.9 NOTE PURCHASE AGREEMENT Made and effective as of the 30 day of January, 2024 (the “Effective Date”), BETWEEN: BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”) - AND - GSS Overseas LTD., a corporation incorporated under the laws of the British Virgin Islands (the “Purchaser”) WHEREAS the Corporation as of F

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Oxus Acquisition Corp. for the year ended December 31, 2023

Exhibit 99.5 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Oxus Acquisition Corp. for the year ended December 31, 2023 Capitalized terms used but not defined herein have the meanings ascribed to them in Borealis Foods Inc.’s Current Report on Form 8-K/A. References in this section to the “Company,” “Oxus Acquisition Corp.,” “Oxus,” “our,” “us” or “we” ref

Note Purchase Agreement, dated November 15, 2023, by and between Borealis Foods Inc. and Aman Murat Baikdamuly

Exhibit 10.8 NOTE PURCHASE AGREEMENT Made and effective as of the 15th day of November, 2023 (the “Effective Date”), BETWEEN: BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”) - AND - Aman Murat Baikadamuly, resident of the Republic of Kazakhstan individual identification number 930519300095 (the “Purchaser”) WHEREAS th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41646

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41646 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

BRLS / Borealis Foods Inc. / Helg Barthelemy - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Borealis Foods Inc. (Name of Issuer) Common Share, no par value (Title of Class of Securities) 09973D105 (CUSIP Number) Pouneh Rahimi Borealis Foods Inc. 1540 Cornwall Rd. #104 Oakville, ON L6J 7W5, Canada (905) 278-2200 (Name, Address and Telephone Number of Person Author

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm245263d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

OXUS / Oxus Acquisition Corp. / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm245263d1ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

OXUS / Oxus Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm245263d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* Under the Securities Exchange Act of 1934 Oxus Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6859L105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec

Power of Attorney – Zagros Alpine Capital ULC.

EX-24.3 5 ea193740ex24-3bore.htm POWER OF ATTORNEY - ZAGROS ALPINE CAPITAL ULC Exhibit 24.3 POWER OF ATTORNEY The undersigned, Zagros Alpine Capital ULC, hereby constitutes and appoints POUNEH RAHIMI and STEPHEN WEGRZYN and any of them (each an “Attorney-in-Fact”), with full power of substitution, as the undersigned’s true and lawful attorney-in-fact, with respect to Borealis Foods Inc., a corpora

Form of Promissory Note.

EX-10.3 2 ea193728ex10-3borealis.htm FORM OF PROMISSORY NOTE Exhibit 10.3 PROMISSORY NOTE $[●] FOR VALUE RECEIVED, Borealis Foods Inc., a federally incorporated Canadian corporation (the “Borrower”), promises to pay to BARTHELEMY HELG, an individual residing at Etzelweidstrasse 11, Schindellegi, CH-8834, Switzerland (the “Lender”), the principal sum of [●] U.S. DOLLARS The designation of “Lender”

BRLS / Borealis Foods Inc. / Oxus Capital PTE. LTD. - SCHEDULE 13D Activist Investment

SC 13D 1 ea193803-13doxusborealis.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Borealis Foods Inc. (Name of Issuer) Common Shares, par value $0.0001 per share (Title of Class of Securities) 09973D105 (CUSIP Number) Kenges Rakishev 300/26 Dostyk Avenue Almaty, Kazakhstan 050020 (727)

Power of Attorney – Reza Soltanzadeh.

EX-24.1 3 ea193740ex24-1bore.htm POWER OF ATTORNEY - REZA SOLTANZADEH Exhibit 24.1 POWER OF ATTORNEY The undersigned, Reza Soltanzadeh, hereby constitutes and appoints POUNEH RAHIMI and STEPHEN WEGRZYN and any of them (each an “Attorney-in-Fact”), with full power of substitution, as the undersigned’s true and lawful attorney-in-fact, with respect to Borealis Foods Inc., a corporation incorporated

Power of Attorney – Leila Rasoulian.

EX-24.2 4 ea193740ex24-2bore.htm POWER OF ATTORNEY - LEILA RASOULIAN Exhibit 24.2 POWER OF ATTORNEY The undersigned, Leila Rasoulian, hereby constitutes and appoints POUNEH RAHIMI and STEPHEN WEGRZYN and any of them (each an “Attorney-in-Fact”), with full power of substitution, as the undersigned’s true and lawful attorney-in-fact, with respect to Borealis Foods Inc., a corporation incorporated un

Joint Filing Agreement among each Report Persons dated February 14, 2024.

EX-10.3 2 ea193740ex10-3bore.htm JOINT FILING AGREEMENT AMONG EACH REPORT PERSONS DATED FEBRUARY 14, 2024 Exhibit 10.3 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons and entities named below agrees to the joint filing of this Schedule 13D with respect to the shares of Common Stock, no par value, of Bore

BRLS / Borealis Foods Inc. / Soltanzadeh Reza - SCHEDULE 13D Activist Investment

SC 13D 1 ea193740-13dsoltanzadehbore.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Borealis Foods Inc. (Name of Issuer) Common Share, no par value (Title of Class of Securities) 09973D105 (CUSIP Number) Pouneh Rahimi Borealis Foods Inc. 1540 Cornwall Rd. #104 Oakville, ON L6J 7W5, Canada (905) 278-220

Power of Attorney.

EX-24.1 3 ea193728ex24-1borealis.htm POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY The undersigned, Barthelemy Helg, hereby constitutes and appoints POUNEH RAHIMI and STEPHEN WEGRZYN and any of them (each an “Attorney-in-Fact”), with full power of substitution, as the undersigned’s true and lawful attorney-in-fact, with respect to Borealis Foods Inc., a corporation incorporated under the Laws o

JOINT FILING AGREEMENT

EX-99.3 4 tm245263d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

Purchase Order Agreement, dated December 9, 2022, by and between Palmetto Gourmet Foods, Inc. and BJ’s Wholesale Club, Inc.

Exhibit 10.31 BJ’s Wholesale Club. Inc. 25 Research Drive, Westborough, MA 01581; Telephone: [*****] DATE: 2020.12.09 Re: Electronic Transmission of Purchase Orders Dear Vendor: In an effort to expedite the order process and reduce the paperwork associated with a conventional purchasing system, BJ’s Wholesale Club, Inc. (“BJ’s”) now requires electronic data interchange (“EDI”) for transmitting pur

Consulting Agreement, dated April 18, 2023, by and between Borealis Foods Inc. and Vonnie Rochester.

Exhibit 10.16 Consulting Agreement This Consulting Agreement (“Agreement”) is entered into as of this 18th day of April, 2023 (“Effective Date”) by and between Borealis Foods Inc., an entity with a principal place of business at 1540 Cornwall Rd., Suite 104, Oakville, Ontario (“Borealis Foods”) and Vonnie Rochester, an individual residing at [*****] (the “Consultant”). Whereas, Borealis Foods woul

Letter from Marcum LLP to the SEC, dated February 13, 2024 (incorporated herein by reference to Exhibit 16.1 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).

Exhibit 16.1 February 13, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Borealis Foods Inc. (formerly known as Oxus Acquisition Corp.) under Item 4.01 of its Form 8-K dated February 13, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other

Note Purchase Agreement, dated January 30, 2024, by and between Borealis Foods Inc. and GSS Overseas LTD. (incorporated herein by reference to Exhibit 10.9 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).

Exhibit 10.9 NOTE PURCHASE AGREEMENT Made and effective as of the 30 day of January, 2024 (the “Effective Date”), BETWEEN: BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”) - AND - GSS Overseas LTD., a corporation incorporated under the laws of the British Virgin Islands (the “Purchaser”) WHEREAS the Corporation as of F

Vendor Agreement by and between Palmetto Gourmet Foods, Inc. and PAQ, Inc. dba Food4Less and Rancho San Miguel Markets.

Exhibit 10.26 NEW VENDOR SET-UP INFORMATION Vendor: Please complete Sections 1 - 5 below, and return to the buyer requesting it with all required documentation for account set-up and activation. This information must be returned and processed BEFORE a Purchase Order or Work Order can be issued to your company. 1. Company Name: Palmetto Gourmet Foods, Inc Company Address: 782 Columbia Highway City,

Standard Vendor Agreement, dated February 15, 2022, by and between Palmetto Gourmet Foods, Inc. and Moran Foods, LLC dba Save-A-Lot, Ltd.

Exhibit 10.28 MORAN FOODS, LLC D/B/A SAVE-A-LOT, LTD. STANDARD VENDOR AGREEMENT GOODS FOR RESALE (PRODUCTS) DECEMBER 2018 Moran Foods Terms and Conditions (12/2018) Page | 1 STANDARD VENDOR AGREEMENT - GOODS FOR RESALE (PRODUCTS) VERSION DECEMBER 2018 SIGNATURE PAGE The signature set forth blow acknowledges Vendor’s agreement with and acceptance of the Standard Vendor Agreement Goods for Resale (P

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial statements are provided to aid in the analysis of the financial aspects of the Business Combination and adjustments for the material event. This material event is referred to herein as “Material Event” and the pro forma adjustments for the Material Event are refe

Standard Vendor Agreement, dated July 2016, by and between Palmetto Gourmet Foods, Inc. and Associated Food Stores, Inc.

Exhibit 10.29 Associated Food Stores, Inc. Standard Vendor Agreement for Merchandise (Products) Signature Page Vendor (legal entity name): Vendor Name as shown on Invoice (DBA): Vendor Address for Notices: Address: City: State: Zip: Vendor Contact Name/Title: Vendor Contact Information: Phone: Fax: Cell: Email: Please check the appropriate statement below: ☐ Vendor has read and agrees to comply wi

Note Purchase Agreement, dated November 15, 2023, by and between Borealis Foods Inc. and Aman Murat Baikdamuly (incorporated herein by reference to Exhibit 10.8 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).

Exhibit 10.8 NOTE PURCHASE AGREEMENT Made and effective as of the 15th day of November, 2023 (the “Effective Date”), BETWEEN: BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”) - AND - Aman Murat Baikadamuly, resident of the Republic of Kazakhstan individual identification number 930519300095 (the “Purchaser”) WHEREAS th

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

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): February 7, 2024 BOREALIS FOODS INC. (Exact name of Registrant as Specified in its Charter) Ontario 001-40778 98-1638988 (State or other jurisdiction of incorporation or organization)

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d775271dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

Consulting Agreement, dated June 1, 2023, by and between Borealis Foods Inc. and Food Systems for the Future Institute.

Exhibit 10.17 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of the 1st day of June 2023 by and between Borealis Foods Inc., a Canadian corporation (the “Company”), and Food Systems for the Future Institute, an Illinois not-for-profit corporation (“Consultant”). Each of Consultant and the Company is referred to herein from time to time as a “Party” an

Services Agreement, dated June 1, 2023, by and between Borealis Foods Inc. and Wolfgang W. Pasewald.

Exhibit 10.23 SERVICES AGREEMENT PERSONAL & CONFIDENTIAL June 1, 2023 Dr. Wolfgang W. Pasewald [*****] [*****] [*****] Dear Dr. Pasewald RE: Professional Services This letter agreement (the “Agreement”) is made as of the date first written above (“Effective Date”) between you (the “Consultant”) and Borealis Foods Inc., an entity with a principal place of business at 1540 Cornwall Rd., Suite 104, O

Master Broker Agreement, dated February 21, 2023, by and between Palmetto Gourmet Foods, Inc. and Godwin Retail Group LLC.

Exhibit 10.21 MASTER BROKER AGREEMENT THIS MASTER BROKER AGREEMENT (this “Agreement”) is made as of this 21st day of February, 2023 (“Effective Date”) by and between Palmetto Gourmet Foods, Inc., a South Carolina corporation with its principal office at 4160 Columbia Hwy, Saluda, South Carolina 29138 (hereinafter “PGF”) and Godwin Retail Group LLC, with its principal office at [*****] (hereinafter

Broker Agreement, dated September 15, 2023, by and between Palmetto Gourmet Foods, Inc. and Advantage Waypoint LLC d/b/a Waypoint.

Exhibit 10.24 Broker Agreement THIS Agreement is made and entered into as of 9/15/2023, (the “Effective Date”) by and between Palmetto Gourmet Foods, Inc., with its main business office at 4160 Columbia Highway, Saluda, SC 29138, herein referred to as the CLIENT, and Advantage Waypoint LLC d/b/a Waypoint, a Delaware limited liability company, with its business office at [*****] herein referred to

OXUS / Oxus Acquisition Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1*) Under the Securities Exchange Act of 1934 Oxus Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G6859L105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appro

Services Agreement, dated October 8, 2019, by and between Meherdad (Matt) Talle and Borealis Foods Inc.

Exhibit 10.15 Services Agreement PERSONAL & CONFIDENTIAL October 8, 2019 Mr. Meherdad Talle [*****] [*****] Dear Matt: RE: Professional Services This letter agreement (the “Agreement”) is made this 8th day of October between you (herein referred to as “the Contractor” or “you”) and Borealis Foods Inc., an entity with a principal place of business at 1599 Hurontario St Suite 205, Mississauga, ON L5

Product Purchase Agreement, dated October 19, 2020, by and between Palmetto Gourmet Foods, Inc. and The Golub Corporation.

Exhibit 10.27 Product Purchase Agreement THIS AGREEMENT (this “Agreement”) for the purchase of Product (as described below) between Palmetto Gourmet Foods, a food corporation with its principal place of business at 782 Columbia Highway Saluda, SC, 29138 (“Seller”), and The Golub Corporation, a Delaware corporation with its principal place of business at 461 Nott Street, Schenectady, New York 12308

Brand Ambassador Agreement, dated April 1, 2023, by and between MN2S Corp and Borealis Foods Inc.

Exhibit 10.18 AGENCY CONTRACT MN2S Corp x Borealis Foods This Brand Ambassador Agreement (the “Agreement”) is made and entered into this 1st day of April 2023 (“Effective Date”) by and between: (1) MN2S Corp (“MN2S”) with a registered address of [*****], United States; and (2) Borealis Foods (“Company”), with a registered address of 1540 Cornwall Road, Oakville, Ontario, L6J 7W5, Canada; in connec

Master Broker Agreement, dated April 12, 2023, by and between Palmetto Gourmet Foods, Inc. and Star Brokerage LLC.

Exhibit 10.22 MASTER BROKER AGREEMENT THIS MASTER BROKER AGREEMENT (this “Agreement”) is made as of this 12 day of April, 2023 (“Effective Date”) by and between Palmetto Gourmet Foods, Inc., a South Carolina corporation with its principal office at 4160 Columbia Hwy, Saluda, South Carolina 29138 (hereinafter “PGF”) and Star Brokerage LLC, a corporation with its principal office at [*****] (hereina

Borealis Foods Inc. Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14.1 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).

Exhibit 14.1 BOREALIS FOODS INC. CODE OF ETHICS (Approved and adopted as of February 7, 2024) I. Introduction The Board of Directors (the “Board”) of Borealis Foods Inc. (“Borealis”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board, and which is applicable to all of the directors, officers and employees of Borealis and its subsidiaries (collectively, the “Co

Borealis Foods Inc., a Rapidly Growing, Mission-Driven Food Tech Company, Completes Business Combination and Will Commence Trading on Nasdaq Under the Symbol “BRLS” Borealis has developed breakthrough nutritious food that integrates complete protein

Exhibit 99.1 Borealis Foods Inc., a Rapidly Growing, Mission-Driven Food Tech Company, Completes Business Combination and Will Commence Trading on Nasdaq Under the Symbol “BRLS” Borealis has developed breakthrough nutritious food that integrates complete protein with all essential amino acids and other key ingredients. TORONTO, Feb. 7, 2024 /CNW/ - Borealis Foods, Inc. (Nasdaq: BRLS) (Nasdaq: BRLS

Contract Manufacturing Services Agreement, dated January 28, 2019, by and between Palmetto Gourmet Foods, Inc. and Rap Snacks, Inc.

Exhibit 10.25 CONTRACT MANUFACTURING SERVICES AGREEMENT THIS CONTRACT MANULACTURIN SERVICES AGREEMENT (this “Agreement”) is entered into as of this 2019 (the “Effective Date”) by and between Palmetto Gourmet Foods, Inc. a corporation with a principal place of business at 782 Columbia Hwy, Saluda, SC 29138 (“PGF”), and Rap Snacks, Inc., an entity with a with a principal place of business at [*****]

Third Amended and Restated Promissory Note, dated February 7, 2024 (incorporated herein by reference to Exhibit 10.11 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).

Exhibit 10.11 THIS 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 T

Power of Attorney

EX-99.B 3 d775271dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

Form of Indemnification Agreement

Exhibit 10.13 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 7th day of February, 2024 between Borealis Foods Inc. (the “Corporation”), a corporation amalgamated under the Business Corporations Act (Ontario) and (the “Indemnified Party”). RECITALS: A. The Board of Directors of the Corporation (the “Board”) has determined that the

Supplier Agreement, dated December 21, 2020, by and between Palmetto Gourmet Foods, Inc. and C&S Wholesale Grocers.

Exhibit 10.30 Your ID has been set up. Please use the following credentials to access the website. UserName = [*****] Password = [*****] Please click on the following Link [*****] Supplier Agreement PAGE Title Sign and Return Confirm Receipt 2 New Vendor Setup Information X 3 New Vendor Shipping Specifications X 4 C&S Terms Letter X 5-7 Master Purchase Order Terms and Conditions X 8-10 CBD Addendu

Talent Contract, dated April 1, 2023, by and between Humble Pie Media Limited and Borealis Foods Inc.

Exhibit 10.19 TALENT CONTRACT Gordon Ramsay x Borealis Foods This Talent Contract (the “Agreement”) is made and entered into this 1st day of April 2023 (“Effective Date”) by and between: (1) Humble Pie Media Limited (“HPML”) for the services of Gordon Ramsay and support team, with a registered address of [*****] (collectively, “Talent”); and (2) Borealis Foods Inc. (“Company”), with a registered a

Vendor Agreement, dated June 29, 2021, by and between Bashas’ Inc. and Palmetto Gourmet Foods, Inc.

Exhibit 10.32 BASHAS’ INC. VENDOR CREATION REQUEST FORM Bashas’ AJ’s Fine Foods Food City Diné A/P Category (Bashas’ Use Only) A/P Dept (Bashas’ Use Only) Vendor Name: (please type or print legibly) Palmetto Gourmet Foods (as it appears on invoice) Product Distributed By: (if other than Vendor) VENDOR ADDRESS & PHONE NUMBERS Address 1: 782 Columbia Highway, Address 2: City : Saluda State: SC Zip:

OXUS / Oxus Acquisition Corp. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d775271dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* Oxus Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G6859L105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

Master Broker Agreement, dated April 1, 2023, by and between Palmetto Gourmet Foods, Inc. and Next Step Club Solutions, LLC.

Exhibit 10.20 MASTER BROKER AGREEMENT THIS MASTER BROKER AGREEMENT (this “Agreement”) is made as of this 1St day of April, 2023 (“Effective Date”) by and between Palmetto Gourmet Foods, Inc., a South Carolina corporation with its principal office at 4160 Columbia Hwy, Saluda, South Carolina 29138 (hereinafter “PGF”) and Next Step Club Solutions, LLC, a Washington State corporation with its princip

OXUS / Oxus Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d620000dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Oxus Acquisition Corp. (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G6859L105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stat

OXUS / Oxus Acquisition Corp. / ADAGE CAPITAL PARTNERS GP, L.L.C. - OXUS ACQUISITION CORP. Passive Investment

SC 13G/A 1 p24-0619sc13ga.htm OXUS ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Oxus Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6859L105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This S

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): February 2, 2024 Oxus Acquisition

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): February 2, 2024 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

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): February 2, 2024 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

Filed by Oxus Acquisition Corp.

Filed by Oxus Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Oxus Acquisition Corp. Commission File No. 001-40778 Date: January 17, 2024

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273967 PROXY STATEMENT AND PROSPECTUS DATED JANUARY 16, 2024 OXUS ACQUISITION CORP. 300/26 Dostyk Avenue Almaty, Kazakhstan 050020

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273967 PROXY STATEMENT AND PROSPECTUS DATED JANUARY 16, 2024 OXUS ACQUISITION CORP. 300/26 Dostyk Avenue Almaty, Kazakhstan 050020 Dear Shareholder of Oxus Acquisition Corp.: You are cordially invited to attend the extraordinary general meeting of shareholders of Oxus Acquisition Corp., which we refer to as “we,” “us,” “our,” or “Oxus,” at 10:0

As filed with the Securities and Exchange Commission on January 11, 2024.

As filed with the Securities and Exchange Commission on January 11, 2024. Registration No. 333-273967 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––– Amendment No. 5 to Form S-4 Registration Statement Under the Securities Act of 1933 ––––––––––––––––––––––––––––––––– OXUS ACQUISITION CORP. (Exact name of registrant as specified in its chart

Consent of director nominee — Ertharin Cousin

Exhibit 99.5 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement /prospectus on Form S-4 of Oxus Acquisition Corp (the “proxy statement/prospectus”), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the board o

Oxus Acquisition Corp. 300/26 Dostyk Avenue Almaty, Kazakhstan 050020

Oxus Acquisition Corp. 300/26 Dostyk Avenue Almaty, Kazakhstan 050020 January 12, 2024 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attention: Patrick Fullem Re: Oxus Acquisition Corp. Registration Statement on Form S-4, as amended File No. 333- 273967 Mr. Fullem: Oxus Acquisition Corp. (the “Company”) hereby requests acceleration of the ef

Consent of Scalar, LLC

Exhibit 99.9 Consent of Scalar, LLC We hereby consent to (i) the inclusion of our opinion letter dated February 22, 2023, to the Board of Directors of Oxus Acquisition Corp. (“Oxus”) as Annex L to the proxy statement/prospectus which forms a part of the registration statement on Form S-4 of Oxus, filed with the Securities and Exchange Commission (the “SEC”) as of the date hereof (the “Registration

Consent of director nominee — Kanat Mynzhanov

Exhibit 99.2 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement /prospectus on Form S-4 of Oxus Acquisition Corp (the “proxy statement/prospectus”), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the board o

Consent of director nominee — Shukhrat Ibragimov

Exhibit 99.4 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement /prospectus on Form S-4 of Oxus Acquisition Corp (the “proxy statement/prospectus”), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the board o

Consent of director nominee — Shiv Vikram Khemka

Exhibit 99.3 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement /prospectus on Form S-4 of Oxus Acquisition Corp (the “proxy statement/prospectus”), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the board o

Form of Board Nomination Agreement, by and between Borealis Foods, Inc. and Belphar Ltd. (incorporated by reference to Exhibit 10.42 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on January 5, 2024).

Exhibit 10.42 FORM OF BOARD NOMINATION AGREEMENT This Board Nomination Agreement (this “Agreement”) made as of the day of , 2024. BETWEEN: BOREALIS FOODS INC., a corporation amalgamated under the laws of the Province of Ontario (the “Corporation”) - and - BELPHAR LTD., a corporation incorporated under the laws of the British Virgin Islands (the “Investor”) RECITALS: A. On February 8, 2023, Boreali

As filed with the Securities and Exchange Commission on January 5, 2024.

As filed with the Securities and Exchange Commission on January 5, 2024. Registration No. 333-273967 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to Form S-4 Registration Statement Under the Securities Act of 1933 OXUS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorpora

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. Registration No. 333-273967 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––– Amendment No. 3 to Form S-4 Registration Statement Under the Securities Act of 1933 ––––––––––––––––––––––––––––––––– OXUS ACQUISITION CORP. (Exact name of registrant as specified in its char

E-Commerce Addendum to Costco Wholesale Supplier Agreement, dated January 28, 2021, by and between Palmetto Gourmet Foods, Inc. and Costco Wholesale Corporation

Exhibit 10.24 E-Commerce Addendum to Costco Wholesale Supplier Agreement Supplier: Palmetto Gourmet Foods, Inc Date: 28 of January, 2021 This E-Commerce Addendum (“Addendum”) supplements the Costco Wholesale Supplier Agreement and Costco Wholesale Standard Terms between the parties dated 28 of January 2021 (“Supplier Agreement”). Supplier is entering into this Addendum on behalf of itself and Supp

Contract Manufacturing Agreement, dated January 23, 2020, by and between Palmetto Gourmet Foods, Inc. and United Exchange Corporation

Exhibit 10.26 Contract Manufacturing Agreement This Contract Manufacturing Agreement (the “Agreement”) is made effective as of January 23, 2020 (the “Effective Date”) by and between Palmetto Gourmet Foods, Inc. (“SUPPLIER”) on the one hand, and United Exchange Corporation (“UEC”) on the other hand (collectively the “Parties”). RECITALS A. Palmetto Gourmet Foods, Inc. is a company located in South

Form of Proxy Card

Exhibit 99.1

Office Lease Agreement, dated April 8, 2021, by and between Borealis Foods Inc. and Lisgar Development Limited

Exhibit 10.19 LEASE BETWEEN LISGAR DEVELOPMENT LIMITED. AND BOREALIS FOODS INC. Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[*****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. TABLE OF CONTENTS Page ARTICLE 1.00 - DEFINITIONS 3 1.1 Defined Terms 3

Equipment Lease Agreement, dated February 2, 2021, by and between Industrial Packaging Supplies, Inc. and Palmetto Gourmet Foods, Inc.

Exhibit 10.15 EQUIPMENT LEASE AGREEMENT THIS EQUIPMENT LEASE AGREEMENT (this “Lease”) is made and entered into this 2nd day of February 2021 (the “Effective Date”), by and between Industrial Packaging Supplies, Inc., a South Carolina corporation doing business as IPS Packaging & Automation located at 10 Jack Casey Court, Fountain Inn, South Carolina 29644 (“Lessor”), and Palmetto Gourmet Foods, In

Lien Subordination Agreement, dated May 30, 2023, by and between Centurion Financial Trust, Belphar Ltd., and Borealis Foods Inc., Palmetto Gourmet Foods Inc., and PGF Real Estate I, Inc.

Exhibit 10.22 LIEN SUBORDINATION AGREEMENT THIS AGREEMENT made as of May, 30 2023. A M O N G: CENTURION FINANCIAL TRUST (“First Lender”) - and - BELPHAR LTD. (“Second Lender”) - and - BOREALIS FOODS INC. (“Borealis”), PALMETTO GOURMET FOODS INC. (“Palmetto Foods”) and PGF REAL ESTATE I, INC. (“PGF” and together with Borealis and Palmetto Foods, the “Co-Borrowers”) RECITALS: A. Whereas, the First L

Consent of director nominee — Reza Soltanzadeh

Exhibit 99.8 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Oxus Acquisition Corp (the “proxy statement/prospectus”), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the board of

General Security Agreement, dated May 30, 2023, by and between Borealis Foods, PGF Real Estate I, Inc., PGF Real Estate II, Inc., Borealis IP Inc., Palmetto Gourmet Foods (Canada) Inc., and Palmetto Gourmet Foods Inc. and Belphar Ltd.

Exhibit 10.21 GENERAL SECURITY AGREEMENT Dated May 30, 2023 BETWEEN: BOREALIS FOODS INC. (the “Holdings”); PGF REAL ESTATE I, INC., PGF REAL ESTATE II, INC., BOREALIS IP INC., PALMETTO GOURMET FOODS (CANADA) INC. and PALMETTO GOURMET FOODS INC. (collectively the “Grantors” and individually the “Grantor” and Holdings and Grantors together the “Borrower”) And BELPHAR LIMITED as lender pursuant to th

Consent of director nominee — Steve Oyer

Exhibit 99.6 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Oxus Acquisition Corp (the “proxy statement/prospectus”), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the board of

Consent of Scalar, LLC

Exhibit 99.9 Consent of Scalar, LLC We hereby consent to (i) the inclusion of our opinion letter dated February 22, 2023, to the Board of Directors of Oxus Acquisition Corp. (“Oxus”) as Annex L to the proxy statement/prospectus which forms a part of the registration statement on Form S-4 of Oxus, filed with the Securities and Exchange Commission (the “SEC”) as of the date hereof (the “Registration

Equipment Lease Agreement, dated February 8, 2022, by and between Industrial Packaging Supplies, Inc. and Palmetto Gourmet Foods, Inc.

Exhibit 10.18 EQUIPMENT LEASE AGREEMENT THIS EQUIPMENT LEASE AGREEMENT (this “Lease”) is made and entered into this 8th day of February 2022 (the “Effective Date”), by and between Industrial Packaging Supplies, Inc., a South Carolina corporation doing business as IPS Packaging & Automation located at 10 Jack Casey Court, Fountain Inn, South Carolina 29644 (“Lessor”), and Palmetto Gourmet Foods, In

Equipment Finance Agreement, dated March 12, 2021, by and between Palmetto Gourmet Foods, Inc. and m2 Equipment Finance LLC

Exhibit 10.17 EQUIPMENT FINANCE AGREEMENT BUYER INFORMATION: FULL LEGAL NAME Palmetto Gourmet Foods, Inc. STREET ADDRESS, CITY, STATE, ZIP 782 Columbus Hwy, Saluda, SC 29138 EQUIPMENT AND VENDOR INFORMATION: NAME OF VENDOR [*****] EQUIPMENT DESCRIPTION (QUANTITY, MODEL NO., SERIAL NO., ETC.) [*****] EQUIPMENT LOCATION (IF DIFFERENT FROM BUYER’S ADDRESS ABOVE) 782 Columbus Hwy Saluda, SC 29138 TERM

Master Lease Agreement, dated as of March 4, 2022, by and between Utica Leaseco, LLC and Palmetto Gourmet Foods, Inc.

Exhibit 10.20 MASTER LEASE AGREEMENT THIS MASTER LEASE AGREEMENT (this “Lease”) is made as of March 4, 2022, between UTICA LEASECO, LLC, its successors and assigns (“Lessor”), and PALMETTO GOURMET FOODS, INC., a South Carolina corporation, its successors and permitted assigns (hereafter referred to both individually, and collectively (if more than one), as “Lessee”). Each duty, obligation, represe

Equipment Finance Agreement, dated February 25, 2021, by and between Palmetto Gourmet Foods, Inc. and m2 Equipment Finance LLC.

Exhibit 10.16 Equipment Finance Agreement BUYER INFORMATION: FULL LEGAL NAME Palmetto Gourmet Foods, Inc. STREET ADDRESS, CITY, STATE, ZIP 782 Columbia Hwy, Saluda, SC 29138 EQUIPMENT AND VENDOR INFORMATION: NAME OF VENDOR [*****] EQUIPMENT DESCRIPTION (QUANTITY, MODEL NO., SERIAL NO., ETC.) [*****] equipment as detailed and described on invoice from [*****] attached hereto and made part hereof EQ

Consent of director nominee — Barthelemy Helg

Exhibit 99.7 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Oxus Acquisition Corp (the “proxy statement/prospectus”), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the board of

Supplier Agreement, dated February 26, 2020, by and between Palmetto Gourmet Foods, Inc. and Walmart Inc.

Exhibit 10.25 Supplier Number: [*****] Agreement Number: [*****] Effective Date: 02/26/2020 SUPPLIER AGREEMENT (Standard Terms and Conditions for Suppliers) This Supplier Agreement, (“Agreement”) is between supplier indicated on the GENERAL SUPPLIER INFORMATION form that is part of the supplier registration process (“Supplier” or “you”) and Walmart Inc., and its direct and indirect US and Puerto R

Supplier Standard Terms, dated November 1, 2022, by and between Palmetto Gourmet Foods, Inc. and Costco Wholesale Corporation

Exhibit 10.23 Costco Wholesale Supplier Standard Terms – US (Effective Nov. 1, 2022) Costco Wholesale Supplier Standard Terms United States and its Territories (Effective Nov. 1, 2022) 1. STANDARD TERMS. 1.1. Applicability. These Costco Wholesale Supplier Standard Terms (“Standard Terms”) apply to every purchase, sale, shipment, and delivery of Products (defined below) from Supplier to Costco or i

December 22, 2023

December 22, 2023 Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance 100 F Street NE Washington, D.

Third Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF OXUS ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED December 5, 2023 AND EFFECTIVE ON december 5, 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIAT

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): December 5, 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

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 September 30, 2023 ☐ TRANSITION REPO

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 September 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40778 CUSIP NUMBER G6859L 105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

2

November 13, 2023 Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance 100 F Street NE Washington, D.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 REGISTRATION STATEMENT (Form Type) OXUS ACQUISITION CORP.

First Amendment to the Note Purchase Agreement, dated July 23, 2023 (incorporated by reference to Exhibit 10.41 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on November 13, 2023).

Exhibit 10.41 FIRST AMENDING AGREEMENT TO NOTE PURCHASE AGREEMENT Made and effective as of the 23rd day of July, 2023 (the “Amendment Date”), BETWEEN BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called, the “Corporation”) - AND - OXUS CAPITAL PTE. LTD., a corporation incorporated under the laws of Singapore (hereinafter called, the “Purchas

As filed with the Securities and Exchange Commission on November 13, 2023.

As filed with the Securities and Exchange Commission on November 13, 2023. Registration No. 333-273967 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––– Amendment No. 2 to Form S-4 Registration Statement Under the Securities Act of 1933 ––––––––––––––––––––––––––––––––– OXUS ACQUISITION CORP. (Exact name of registrant as specified in its char

Consent of Scalar, LLC

Exhibit 99.3 Consent of Scalar, LLC We hereby consent to (i) the inclusion of our opinion letter dated February 22, 2023, to the Board of Directors of Oxus Acquisition Corp. (“Oxus”) as Annex L to the proxy statement/prospectus which forms a part of the registration statement on Form S-4 of Oxus, filed with the Securities and Exchange Commission (the “SEC”) as of the date hereof (the “Registration

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

Note Purchase Agreement, dated February 8, 2023, by and between Borealis Foods Inc. and Belphar Ltd. (incorporated by reference to Exhibit 10.38 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).

Exhibit 10.38 NOTE PURCHASE AGREEMENT Made and effective as of the 8th day of February, 2023 (the “Effective Date”), BETWEEN: BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”) - AND - BELPHAR LTD., a corporation incorporated under the laws of the British Virgin Islands (the “Purchaser”) WHEREAS the Corporation is in neg

Belphar Ltd. Convertible Note, dated February 21, 2023

Exhibit 10.12 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) THE DATE HEREOF, AND (II) THE DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA. BOREALIS FOODS INC. (Incorporated under the Federal laws of Canada) NO: 01 USD $10,000,000 CONVERTIB

As filed with the Securities and Exchange Commission on October 23, 2023.

As filed with the Securities and Exchange Commission on October 23, 2023. Registration No. 333-273967 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––– Amendment No. 1 to Form S-4 Registration Statement Under the Securities Act of 1933 ––––––––––––––––––––––––––––––––– OXUS ACQUISITION CORP. (Exact name of registrant as specified in its chart

Note Purchase Agreement, dated February 28, 2023, by and between Borealis Foods Inc. and Saule Algaziyeva (incorporated by reference to Exhibit 10.37 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).

Exhibit 10.37 NOTE PURCHASE AGREEMENT Made and effective as of the 28 day of February, 2023 (the “Effective Date”), BETWEEN: BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”) - AND - Algaziyeva Saule, resident of the Republic of Kazakhstan individual identification number 550802402036 (the “Purchaser”) WHEREAS the Corpo

Saule Algaziyeva Convertible Note, dated March 6, 2023

Exhibit 10.14 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) THE DATE HEREOF, AND (II) THE DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA. BOREALIS FOODS INC. (Incorporated under the laws of the Province of Ontario) USD $5,000,000.00 CONVE

Belphar Ltd. Convertible Note, dated May 30, 2023

Exhibit 10.13 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) THE DATE HEREOF, AND (II) THE DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA. BOREALIS FOODS INC. (Incorporated under the Federal laws of Canada) NO: 02 USD $10,000,000 CONVERTIB

2

October 23, 2023 Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance 100 F Street NE Washington, D.

Second Amended and Restated Promissory Note, dated October 2, 2023

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 A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 F

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 ☐ TRANSITION REPORT PU

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 ACQUI

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): August 11, 2023 Oxus Acquisition

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): August 11, 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 F

Amendment to the Business Combination Agreement, dated as of August 11, 2023, by and among Oxus, Newco and Borealis.

Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO. 1 (this “Amendment”) is dated as of August 11, 2023, to the Business Combination Agreement, dated as of February 23, 2023 (the “Business Combination Agreement”), by and among Oxus Acquisition Corp., an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“SPAC”),

Amendment to the Business Combination Agreement, dated as of August 11, 2023, by and among Oxus, Newco and Borealis

Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO. 1 (this “Amendment”) is dated as of August 11, 2023, to the Business Combination Agreement, dated as of February 23, 2023 (the “Business Combination Agreement”), by and among Oxus Acquisition Corp., an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“SPAC”),

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): August 11, 2023 Oxus Acquisition

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): August 11, 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 F

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): August 16, 2023 Oxus Acquisition

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): August 16, 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 F

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): August 16, 2023 Oxus Acquisition

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): August 16, 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 F

2

Exhibit 99.1 Oxus Acquisition Corp. Files Registration Statement on Form S-4, Marking Major Step in its Proposed Business Combination with Borealis Foods Inc. New York, Aug. 16, 2023 (GLOBE NEWSWIRE) - Oxus Acquisition Corp. (“Oxus”) (NASDAQ:OXUS), a Special Purpose Acquisition Company (SPAC), and Borealis Foods Inc. (“Borealis”) announced today the filing of the registration statement on Form S-4

2

Exhibit 99.1 Oxus Acquisition Corp. Files Registration Statement on Form S-4, Marking Major Step in its Proposed Business Combination with Borealis Foods Inc. New York, Aug. 16, 2023 (GLOBE NEWSWIRE) - Oxus Acquisition Corp. (“Oxus”) (NASDAQ:OXUS), a Special Purpose Acquisition Company (SPAC), and Borealis Foods Inc. (“Borealis”) announced today the filing of the registration statement on Form S-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40778 CUSIP NUMBER G6859L 105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 REGISTRATION STATEMENT (Form Type) OXUS ACQUISITION CORP.

As filed with the Securities and Exchange Commission on August 14, 2023.

As filed with the Securities and Exchange Commission on August 14, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––– Form S-4 Registration Statement Under the Securities Act of 1933 ––––––––––––––––––––––––––––––––– OXUS ACQUISITION CORP. (Exact name of registrant as specified in its charter) ––––––––––––––––––––––

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): June 12, 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 Fil

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 March 31, 2023 ☐ TRANSITION REPORT P

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 March 31, 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 ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40778 CUSIP NUMBER G6859L 105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

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): April 5, 2023 Oxus Acquisition Co

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): April 5, 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 Fil

KY:OXUS / Oxus Acquisition Corp / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

KY:OXUS / Oxus Acquisition Corp / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Oxus Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G6859L105 (CUSIP Number) March 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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. (Exac

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): March 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 Fil

Second Amended and Restated Memorandum and Articles of Association of the Company

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF OXUS ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED March 2, 2023 AND EFFECTIVE ON MARCH 2, 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

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): March 2, 2023 Oxus Acquisition Co

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): March 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 Fil

Amended and Restated Memorandum and Articles of Association of Oxus Acquisition Corporation, dated November 23, 2021 (incorporated herein by reference to Exhibit 3.1 to Form 8-K (File No. 001-40778) as filed with the SEC on March 3, 2023)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF OXUS ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED March 2, 2023 AND EFFECTIVE ON MARCH 2, 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): February 23, 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

Sponsor Support Agreement, dated as of February 23, 2023, by and among Oxus, Sponsor and Borealis.

Exhibit 10.2 EXECUTION COPY SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of February 23, 2023 (this “Agreement”), by and among Oxus Capital PTE. Ltd., a private limited company incorporated under the Laws of Singapore (“Sponsor”), Oxus Acquisition Corp., an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“SPAC”), and Borealis Foods Inc., a cor

Form of Registration Rights Agreement

Exhibit 10.3 FINAL FORM FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2023 (the “Effective Date”) by and among (i) Oxus Acquisition Corp., a Cayman Islands exempted company (including its successors, the “Purchaser”), and (ii) and the undersigned parties listed on Exhibit A hereto (each such party, together with any

Business Combination Agreement, dated as of February 23, 2022, by and among Oxus, Newco and Borealis.

Exhibit 2.1 EXECUTION COPY BUSINESS COMBINATION AGREEMENT by and among OXUS Acquisition Corp., 1000397116 ontario inc., and BOREALIS FOODS Inc. Dated as of February 23, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 3 SECTION 1.01 Certain Definitions 3 SECTION 1.02 Further Definitions 18 SECTION 1.03 Construction 20 ARTICLE II. THE CONTINUANCE; THE ARRANGEMENT; THE TRANSACTIONS; CLOSING 21 SEC

Amended and Restated Promissory Note, dated February 28, 2023

Exhibit 10.5 THIS 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 SUBS

Form of Lock-Up Agreement

Exhibit 10.4 FINAL FORM FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Business Combination Agreement, as defined below) by and between (i) Oxus Acquisition Corp., a Cayman Islands exempted company (including any successor entity thereto or Affiliate thereof, the “Purchaser”), and (ii) (the “Subject Party”), a

Form of Lock-Up Agreement

Exhibit 10.4 FINAL FORM FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Business Combination Agreement, as defined below) by and between (i) Oxus Acquisition Corp., a Cayman Islands exempted company (including any successor entity thereto or Affiliate thereof, the “Purchaser”), and (ii) (the “Subject Party”), a

Sponsor Support Agreement, dated as of February 23, 2023, by and among Oxus, Sponsor and Borealis.

Exhibit 10.2 EXECUTION COPY SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of February 23, 2023 (this “Agreement”), by and among Oxus Capital PTE. Ltd., a private limited company incorporated under the Laws of Singapore (“Sponsor”), Oxus Acquisition Corp., an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“SPAC”), and Borealis Foods Inc., a cor

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): February 23, 2023 Oxus Acquisitio

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): February 23, 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

Business Combination Agreement, dated as of February 23, 2022, by and among Oxus, Newco and Borealis.

Exhibit 2.1 EXECUTION COPY BUSINESS COMBINATION AGREEMENT by and among OXUS Acquisition Corp., 1000397116 ontario inc., and BOREALIS FOODS Inc. Dated as of February 23, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 3 SECTION 1.01 Certain Definitions 3 SECTION 1.02 Further Definitions 18 SECTION 1.03 Construction 20 ARTICLE II. THE CONTINUANCE; THE ARRANGEMENT; THE TRANSACTIONS; CLOSING 21 SEC

Form of Shareholder Support Agreement, dated as of February 23, 2023, by and among Oxus and certain shareholders of Borealis.

Exhibit 10.1 FORM OF SHAREHOLDER SUPPORT AGREEMENT THIS SHAREHOLDER SUPPORT AGREEMENT is made effective as of February 23, 2023 AMONG: Oxus Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”) - and - Borealis Foods Inc., a corporation incorporated under the laws of Canada (the “Company”) - and - [] (the “Shareholder”) WHEREAS, concurr

Amended and Restated Promissory Note, dated June 25, 2021, issued to our sponsor.

Exhibit 10.5 THIS 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 SUBS

Form of Registration Rights Agreement

Exhibit 10.3 FINAL FORM FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2023 (the “Effective Date”) by and among (i) Oxus Acquisition Corp., a Cayman Islands exempted company (including its successors, the “Purchaser”), and (ii) and the undersigned parties listed on Exhibit A hereto (each such party, together with any

Form of Shareholder Support Agreement, dated as of February 23, 2023, by and among Oxus and certain shareholders of Borealis.

Exhibit 10.1 FORM OF SHAREHOLDER SUPPORT AGREEMENT THIS SHAREHOLDER SUPPORT AGREEMENT is made effective as of February 23, 2023 AMONG: Oxus Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”) - and - Borealis Foods Inc., a corporation incorporated under the laws of Canada (the “Company”) - and - [] (the “Shareholder”) WHEREAS, concurr

OXUS ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING of SHAREHOLDERS to MARCH 2, 2023

Exhibit 99.1 OXUS ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING of SHAREHOLDERS to MARCH 2, 2023 Almaty, Kazakhstan, Feb. 28, 2023 (GLOBE NEWSWIRE) - Oxus Acquisition Corp. (Nasdaq: OXUS) (the “Company”) today announced that the extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”), originally scheduled for 11:00 a.m. Eastern

OXUS ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING of SHAREHOLDERS to MARCH 2, 2023

Exhibit 99.1 OXUS ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING of SHAREHOLDERS to MARCH 2, 2023 Almaty, Kazakhstan, Feb. 28, 2023 (GLOBE NEWSWIRE) - Oxus Acquisition Corp. (Nasdaq: OXUS) (the “Company”) today announced that the extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”), originally scheduled for 11:00 a.m. Eastern

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): February 28, 2023 Oxus Acquisitio

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): February 28, 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

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): February 28, 2023 Oxus Acquisitio

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): February 28, 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

~ Borealis Foods Inc. is a food technology company with a mission to address global food security challenges by developing highly nutritious and functional food products that are both affordable and sustainable. The company's focus on affordability a

Exhibit 99.1 Borealis Foods Inc. to Go Public Through Business Combination with Oxus Acquisition Corp., Advancing the Mission to Develop Global Food Solutions ~ Borealis Foods Inc. is a food technology company with a mission to address global food security challenges by developing highly nutritious and functional food products that are both affordable and sustainable. The company's focus on afford

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 001-40778 N/A (State or other jurisdiction of incorp

Borealis Foods Inc. to Go Public Through Business Combination with Oxus Acquisition Corp., Advancing the Mission to Develop Global Food Solutions ~ Borealis Foods Inc. is a food technology company with a mission to address global food security challe

Exhibit 99.1 Borealis Foods Inc. to Go Public Through Business Combination with Oxus Acquisition Corp., Advancing the Mission to Develop Global Food Solutions ~ Borealis Foods Inc. is a food technology company with a mission to address global food security challenges by developing highly nutritious and functional food products with great flavor that are both affordable and sustainable. The company

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): February 23, 2023 Oxus Acquisitio

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): February 23, 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

~ Borealis Foods Inc. is a food technology company with a mission to address global food security challenges by developing highly nutritious and functional food products that are both affordable and sustainable. The company's focus on affordability a

Exhibit 99.1 Borealis Foods Inc. to Go Public Through Business Combination with Oxus Acquisition Corp., Advancing the Mission to Develop Global Food Solutions ~ Borealis Foods Inc. is a food technology company with a mission to address global food security challenges by developing highly nutritious and functional food products that are both affordable and sustainable. The company's focus on afford

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): February 23, 2023 Oxus Acquisitio

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): February 23, 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

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,

425 1 ea174240-8ka425oxus.htm FORM 8-K/A 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 001-40778 N

Borealis Foods Inc. to Go Public Through Business Combination with Oxus Acquisition Corp., Advancing the Mission to Develop Global Food Solutions ~ Borealis Foods Inc. is a food technology company with a mission to address global food security challe

Exhibit 99.1 Borealis Foods Inc. to Go Public Through Business Combination with Oxus Acquisition Corp., Advancing the Mission to Develop Global Food Solutions ~ Borealis Foods Inc. is a food technology company with a mission to address global food security challenges by developing highly nutritious and functional food products with great flavor that are both affordable and sustainable. The company

KYG6859L1059 / Oxus Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm235349d2sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Oxus Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6859L105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm235349d2ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm235349d2ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

JOINT FILING AGREEMENT

EX-99.3 4 tm235349d2ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

KYG6859L1059 / Oxus Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d430192dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Oxus Acquisition Corp (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G6859L105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 pre14a0123oxusacq.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Prelimina

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 September 30, 2022 ☐ TRANSITION REPO

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 September 30, 2022 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

Promissory Note Dated September 8, 2022

Exhibit 10.1 THIS 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 TH

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 8, 2022 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

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, 2022 ☐ TRANSITION REPORT PU

. 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, 2022 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 ACQ

Current Report

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): May 31, 2022 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

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 March 31, 2022 ☐ TRANSITION REPORT P

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 March 31, 2022 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 ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea159975-nt10qoxusacq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40778 CUSIP NUMBER G6859L 105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transit

Description of Securities of the Registrant.

EX-4.5 2 f10k2021ex4-5oxusacq.htm DESCRIPTION OF SECURITIES OF THE REGISTRANT Exhibit 4.5 OXUS ACQUISITION CORP. DESCRIPTION OF SECURITIES As of December 31, 2021, Oxus Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) units, consisting of one

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ 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. (Exac

JOINT FILING AGREEMENT

Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value $0.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

KYG6859L1059 / Oxus Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Oxus Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6859L105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm225573d5ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

KYG6859L1059 / Oxus Acquisition Corp. / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Oxus Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6859L105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statemen

KYG6859L1059 / Oxus Acquisition Corp. / Oxus Capital PTE. LTD. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Oxus Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6859L 105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

JOINT FILING AGREEMENT

EX-99.3 4 tm2135149d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm2135149d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm2135149d1ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

D. E. SHAW & CO, L.P. - SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Oxus Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6859L105 (CUSIP Number) December 3, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which t

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 September 30, 2021 ☐ TRANSITION REPO

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 September 30, 2021 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

ADAGE CAPITAL PARTNERS GP, L.L.C.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Oxus Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6859L113** (CUSIP Number) September 8, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r

Other Events, Financial Statements and Exhibits

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): September 8, 2021 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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OXUS ACQUISITION CORP.

EX-99.1 2 ea147186ex99-1oxusacq.htm AUDITED BALANCE SHEET AS OF SEPTEMBER 8, 2021 Exhibit 99.1 OXUS ACQUISITION CORP. FINANCIAL STATEMENT TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of September 8, 2021 F-3 Notes to Financial Statement F-4 - F-16 i REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OXUS ACQUISITION CORP. To the Sharehold

Administrative Services Agreement, dated September 2, 2021, between the Company and the Sponsor.

Exhibit 10.6 Oxus Acquisition Corp. 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040 September 2, 2021 Oxus Capital PTE. LTD 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the

Private Placement Warrants Purchase Agreement, dated September 2, 2021, between the Company and Oxus Capital PTE. LTD.

EX-10.2 7 ea147100ex10-2oxusacq.htm PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, DATED SEPTEMBER 2, 2021, BETWEEN THE COMPANY AND OXUS CAPITAL PTE. LTD Exhibit 10.2 September 2, 2021 Oxus Acquisition Corp. 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040 Ladies and Gentlemen: Oxus Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capita

Investment Management Trust Agreement, dated September 2, 2021, between Oxus Acquisition Corp. and Continental Stock Transfer & Trust Company.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of September 2, 2021, by and between Oxus Acquisition Corp. (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-258183 (the ?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared effec

Oxus Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering

Exhibit 99.1 Oxus Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering Almaty, Kazakhstan – (September 2, 2021) – Oxus Acquisition Corp. (the “Company”) announced today the pricing of its initial public offering of 15,000,000 units, at a price of $10.00 per unit. The units are expected to commence trading on September 3, 2021 on the Nasdaq Capital Market under the symbol “OX

Warrant Agreement, dated September 2, 2021, between Oxus and Continental Stock Transfer & Trust Company.

EX-4.1 5 ea147100ex4-1oxusacq.htm WARRANT AGREEMENT, DATED SEPTEMBER 2, 2021, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.1 WARRANT AGREEMENT This agreement (“Agreement”) is made as of September 2, 2021 between Oxus Acquisition Corp., a Cayman Islands exempted company, with offices at 7F, 77/2 Al-Farabi Avenue, Almaty, Kazakhstan 050040 (“Company”), and Continental

Private Placement Warrants Purchase Agreement, dated September 2, 2021, between the Company and Sova Capital Limited

EX-10.4 9 ea147100ex10-4oxusacq.htm PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, DATED SEPTEMBER 2, 2021, BETWEEN THE COMPANY AND SOVA CAPITAL LIMITED Exhibit 10.4 September 2, 2021 Oxus Acquisition Corp. 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040 Ladies and Gentlemen: Oxus Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): September 2, 2021 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

Stock Escrow Agreement, dated September 2, 2021, by and among the Company, Continental, and certain security holders

EX-10.9 13 ea147100ex10-9oxusacq.htm STOCK ESCROW AGREEMENT, DATED SEPTEMBER 2, 2021, BY AND AMONG THE COMPANY, CONTINENTAL, AND CERTAIN SECURITY HOLDERS Exhibit 10.9 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of September 2, 2021 (the “Agreement”), by and among OXUS Acquisition Corp., a Cayman Islands exempted company (the “Company”), Oxus capital pte. ltd (the “Sponsor”), the shareh

Business Combination Marketing Agreement, dated September 2, 2021, between the Company and EarlyBirdCapital, Inc. and Sova Capital Limited

EX-1.2 3 ea147100ex1-2oxusacq.htm BUSINESS COMBINATION MARKETING AGREEMENT, DATED SEPTEMBER 2, 2021, BETWEEN THE COMPANY AND EARLYBIRDCAPITAL, INC. AND SOVA CAPITAL LIMITED Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 SOVA CAPITAL LIMITED 119049, Moscow, 5 Koroviy Val, bldg. 1 BC Oasis, 7th floor September 2, 2021 Oxus Acquisition Corp. 7F 77/2 Al-Farabi Avenue Al

Oxus Acquisition Corp. Announces Closing of $150 Million Initial Public Offering

EX-99.2 15 ea147100ex99-2oxusacq.htm PRESS RELEASE, DATED SEPTEMBER 8, 2021 Exhibit 99.2 Oxus Acquisition Corp. Announces Closing of $150 Million Initial Public Offering Almaty, Kazakhstan – (September 8, 2021) – Oxus Acquisition Corp. (the “Company”) announced today the closing of its initial public offering of 15,000,000 units. The offering was priced at $10.00 per unit generating total gross pr

Private Placement Warrants Purchase Agreement, dated September 2, 2021, between the Company and EarlyBirdCapital, Inc.

Exhibit 10.3 September 2, 2021 Oxus Acquisition Corp. 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040 Ladies and Gentlemen: Oxus Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or

Underwriting Agreement, dated September 2, 2021, between the Company and EarlyBirdCapital, Inc.

EX-1.1 2 ea147100ex1-1oxusacq.htm UNDERWRITING AGREEMENT, DATED SEPTEMBER 2, 2021, BETWEEN THE COMPANY AND EARLYBIRDCAPITAL, INC Exhibit 1.1 15,000,000 Units OXUS ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York September 2, 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Oxus

Letter Agreement, dated September 2, 2021, among Oxus Acquisition Corp., 1000397116 Ontario Inc. and certain security holders named therein

EX-10.7 12 ea147100ex10-7oxusacq.htm LETTER AGREEMENT, DATED SEPTEMBER 2, 2021, BY AND AMONG THE COMPANY, THE SPONSOR, THE INITIAL SHAREHOLDERS AND EACH OFFICER AND DIRECTOR OF THE COMPANY Exhibit 10.7 September 2, 2021 Oxus Acquisition Corp. 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040 EarlyBirdCapital, Inc. 366 Madison Ave., 8th Floor New York, New York 10017 Sova Capital Limited 12th Flo

Registration Rights Agreement, dated September 2, 2021, among Oxus Acquisition Corp., 1000397116 Ontario Inc. and certain securityholders named therein

EX-10.5 10 ea147100ex10-5oxusacq.htm REGISTRATION RIGHTS AGREEMENT, DATED SEPTEMBER 2, 2021, AMONG THE COMPANY, THE SPONSOR AND CERTAIN SECURITYHOLDERS Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 2, 2021, by and among Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned pa