UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
+7(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On or about March 3, 2023, in connection with the Extraordinary General Meeting (as defined below), Oxus Acquisition Corp. (the “Company”) will file an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) with the Registrar of Companies in the Cayman Islands to (1) extend the date by which the Company must consummate its initial business combination from March 8, 2023 to December 8, 2023, or such earlier date as determined by the Company’s board of directors (the “Extended Date”) and (2) provide for the right of a holder of Class B ordinary shares of the Company to convert into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of such holder. The Company’s shareholders approved the Charter Amendment at the Extraordinary General Meeting on March 2, 2023.
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting (the “Extraordinary General Meeting”) of the Company, which was held on March 2, 2023, holders of 16,775,395 of the Company’s ordinary shares, which represents approximately 76.73% of the ordinary shares issued and outstanding and entitled to vote as of the record date of January 25, 2023, were represented in person or by proxy.
At the Extraordinary General Meeting, the shareholders approved (1) a special resolution (the “Extension Proposal”) to amend the Charter to extend the date that the Company has to consummate a business combination from March 8, 2023 to the Extended Date and (2) a special resolution (the “Founder Share Amendment Proposal”) to amend the Charter to provide for the right of a holder of the Class B ordinary shares to convert into the Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of such holder.
The affirmative vote of the holders of at least two-thirds of the Class A ordinary shares and Class B ordinary shares, par value $0.0001 per share, of the Company issued and outstanding, voting together as a single class, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General Meeting was required to approve each of the Extension Proposal and the Founder Share Amendment Proposal.
1
Set forth below are the final voting results for each of the proposals:
The Extension Proposal
The Extension Proposal was approved. The voting results of the ordinary shares were as follows:
| For | Against | Abstain | ||
| 14,189,931 | 2,585,464 | 0 |
The Founder Share Amendment Proposal
| For | Against | Abstain | ||
| 14,189,931 | 2,585,464 | 0 |
The Adjournment Proposal was not presented at the meeting.
In connection with the votes to approve the Extension Proposal and the Founder Share Amendment Proposal, the holders of 15,300,532 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $159.34 million, leaving approximately $20.3 million in the trust account.
Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Extension Proposal and the Founder Share Amendment Proposal. Accordingly, the Company now has until December 8, 2023 to consummate its initial business combination.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Second Amended and Restated Memorandum and Articles of Association of the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| By: | /s/ Kanat Mynzhanov | |
| Name: | Kanat Mynzhanov | |
| Title: | Chief Executive Officer |
Date: March 3, 2023
3