424B3 1 f424b30124_oxusacq.htm PROSPECTUS

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 10:00 a.m., Eastern time, on February 2, 2024 (the “Meeting”). Oxus will hold the Meeting in both virtual and physical format and we strongly recommend that you attend the Meeting virtually. For the purposes of the Articles (as defined below), the physical place of the meeting will be at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Avenue, New York, NY 10017, United States of America. You will be able to attend, vote your shares, and submit questions during the Meeting either in person or virtually via a live audio webcast. In order to attend the Meeting virtually, you must pre-register at the following website: https://www.cstproxy.com/oxusacquisition/2024.

At the Meeting, our shareholders will be asked to consider and vote upon, among other proposals, a proposal, which we refer to as the “Business Combination Proposal,” to approve the Business Combination (as defined below) by the approval and adoption of the transactions contemplated by the business combination agreement (as may be amended, the “Business Combination Agreement”) that Oxus has entered into with Borealis Foods Inc., a corporation incorporated under the Laws of Canada (“Borealis”), and 1000397116 Ontario Inc., an Ontario corporation and a wholly owned subsidiary of Oxus (“Newco”). The Business Combination will be effected principally by a statutory arrangement (the “Arrangement”) under the Canada Business Corporations Act and the Business Corporations Act (Ontario) (the “OBCA”) pursuant to the terms of the plan of arrangement (as may be amended, the “Plan of Arrangement”) attached to and forming part of the Business Combination Agreement.

Pursuant to and in accordance with the terms of the Business Combination and the Plan of Arrangement, among other things: (a) Oxus will domesticate and continue as a corporation under the laws of the Province of Ontario, Canada (the “Continuance” and, Oxus as the continuing entity, “New Oxus”); (b) on the date of closing (the “Closing Date”), Newco and Borealis will amalgamate (the “Borealis Amalgamation”, and the amalgamated corporation resulting therefrom, “Amalco”), with Amalco surviving the Borealis Amalgamation as a wholly-owned subsidiary of New Oxus; and (c) on the Closing Date, immediately following the Borealis Amalgamation, New Oxus and Amalco will amalgamate (the “New Oxus Amalgamation,” and together with the Borealis Amalgamation, the “Amalgamations,” and the corporation resulting therefrom, “New Borealis,” as a corporation under the laws of the Province of Ontario, Canada), with New Borealis surviving the New Oxus Amalgamation (the Amalgamations, together with the Continuance and other transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and the ancillary agreements, the “Transactions” or the “Business Combination”). New Borealis, as the surviving entity of the New Oxus Amalgamation, will continue under the name “Borealis Foods Inc.” Capitalized terms used in this cover letter but not otherwise defined herein have the meanings given to them in the proxy statement/prospectus of Oxus on Form S-4 to which this letter is attached.

Pursuant to the Business Combination Agreement, on the day prior to the Closing Date, Oxus intends to de-register as an exempted company in the Cayman Islands and domesticate and continue as New Oxus, a corporation continued under the OBCA. On the Closing Date, as part of the Arrangement and in accordance with the terms of the Plan of Arrangement, each of the following transactions will occur and be deemed to occur sequentially in the following order:(effective as at five-minute intervals starting at the Arrangement Effective Time):

        all outstanding convertible financing instruments of Borealis, including the Sponsor Convertible Notes, that are being converted into Borealis Shares (as defined below) immediately prior to the Amalgamations (collectively, the “Borealis Convertible Instruments”) (which exclude (A) any convertible financing instrument of Borealis that will be repaid prior to the Closing in accordance with its terms, (B) the Remaining Borealis Convertible Instruments, and (C) the New Investor Convertible

 

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Notes, which will subsequently convert into New Borealis Common Shares pursuant to the terms of the Plan of Arrangement as discussed below) will, without further action by or on behalf of a holder of Borealis Convertible Instruments, be converted into Borealis Shares pursuant to their terms and the terms of any applicable conversion agreements;

        all Borealis Options outstanding immediately prior to the Arrangement Effective Time will be fully vested and exercised for Borealis Shares having a fair market value equal to the aggregate fair market value of the Borealis Shares underlying the outstanding Borealis Options minus the aggregate exercise price of such Borealis Options;

        the Borealis Amalgamation will be completed, with Amalco surviving as the amalgamated corporation resulting therefrom;

        pursuant to the Borealis Amalgamation, among other things: (i) each Borealis Share (including all Borealis Shares issuable upon the deemed exercise of Borealis Options pursuant to the Arrangement and the conversion of the Borealis Convertible Instruments), without any action on the part of New Oxus, Borealis, Newco or the Borealis Shareholders, will be exchanged for, in accordance with the Exchange Spreadsheet (as defined in the Business Combination Agreement), the number of common shares of New Oxus (“New Oxus Common Shares”) equal to the Exchange Rate; and (ii) each common share of Newco held by New Oxus will be exchanged for a common share of Amalco (an “Amalco Share”) on a one-for-one basis;

        the New Oxus Amalgamation will be completed, with New Borealis surviving as the amalgamated corporation resulting therefrom;

        pursuant to the New Oxus Amalgamation, among other things: (i) each issued and outstanding Amalco Share immediately prior to such amalgamation will be cancelled without any repayment of capital in respect thereof; (ii) no securities will be issued and no assets will be distributed by New Borealis as a result of such amalgamation; (iii) the issued and outstanding New Oxus Common Shares immediately prior to such amalgamation will survive and continue as common shares of New Borealis (“New Borealis Common Shares”); and (iv) the stated capital of New Borealis Common Shares will be equal to the stated capital of the New Oxus Common Shares immediately before the New Oxus Amalgamation; and

        the New Investor Convertible Notes will be converted into New Borealis Common Shares pursuant to the Plan of Arrangement and the conversion terms contained in the applicable New Investor Note Purchase Agreement (as defined below).

For information regarding the treatment of Borealis Options in the Business Combination, please see the section entitled “Business Combination Agreement — Consideration to Borealis Equityholders in the Business Combination.”

At Closing, each common share of Borealis (each, a “Borealis Share”) outstanding as of immediately prior to the effective date of the Borealis Amalgamation will be exchanged for the number of New Oxus Common Shares equal to the Exchange Rate (as defined below) in connection with the Borealis Amalgamation, which New Oxus Common Shares will survive and continue as New Borealis Common Shares in connection with the New Oxus Amalgamation. The holders of Borealis Shares (“Borealis Shareholders”) are expected to receive a number of New Oxus Common Shares (the “Aggregate Transaction Consideration”) equal to the quotient of (a) $150,000,000, (i) if the Company Closing Net Indebtedness is a positive amount, minus the Company Closing Net Indebtedness, or (ii) if the Company Closing Net Indebtedness is a negative amount, plus the absolute value of the Company Closing Net Indebtedness (such resulting amount, the “Borealis Value”) divided by (b) $10.00. The number of New Oxus Common Shares each Borealis Share will be exchanged for (the “Exchange Rate”) is equal to the quotient obtained by dividing the Aggregate Transaction Consideration by the aggregate number of Borealis Shares issued and outstanding immediately prior to the effective time of Borealis Amalgamation. Assuming that the Aggregate Transaction Consideration is 13,300,000 New Oxus Common Shares, and based on 167,159,371 Borealis Shares issued and outstanding as of September 30, 2023 (which assumes vesting of 3,696,417 Borealis Options and conversion of Borealis Convertible Instruments into 32,467,581 Borealis Shares at Closing), the Exchange Rate would be equal to approximately 0.06662. The Exchange Rate is expected to fluctuate and is positively related to the Aggregate Transaction Consideration and negatively related to the number of issued and outstanding Borealis Shares immediately prior to the effective date of the Borealis Amalgamation. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement” of this proxy statement/prospectus for additional information.

 

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If Oxus Shareholders approve the Business Combination Proposal and the other proposals described herein and the parties consummate the Business Combination, New Oxus is expected to issue an aggregate of 22,517,378 New Oxus Common Shares upon the Closing, which New Oxus Common Shares will survive and continue as New Borealis Common Shares following the New Oxus Amalgamation. It is anticipated that, upon completion of the Business Combination and assuming none of Oxus’ existing public shareholders exercise their redemption rights (also referred to throughout as “no redemption scenario”): (i) Oxus’ existing public shareholders will own approximately 8.61% of the outstanding New Borealis Common Shares, (ii) Oxus Capital Pte. Ltd. (the “Sponsor”) will own approximately 24.59% of the outstanding New Borealis Common Shares, (iii) Oxus’ independent directors will own approximately 0.67% of the outstanding New Borealis Common Shares, (iv) EarlyBirdCapital, Inc. (“EarlyBirdCapital”) will own approximately 0.67% of the outstanding New Borealis Common Shares, (v) Sova Capital Limited (“Sova Capital”, and together with EarlyBirdCapital, the “Underwriters”) will own approximately 0.67% of the outstanding New Borealis Common Shares, (vi) the existing Borealis Shareholders will own approximately 49.63% of the outstanding New Borealis Common Shares, and (vii) the New Investors will own approximately 15.16% of the outstanding New Borealis Common Shares. Assuming 50% of Oxus’ existing public shareholders exercise their redemption rights (also referred to throughout as the “illustrative redemption scenario” or “50% redemptions scenario”): (i) Oxus’ existing public shareholders own approximately 4.50% of the outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 25.69% of the outstanding New Borealis Common Shares, (iii) Oxus’ independent directors will own approximately 0.70% of the outstanding New Borealis Common Shares, (iv) EarlyBirdCapital will own approximately 0.70% of the outstanding New Borealis Common Shares, (v) Sova Capital will own approximately 0.70% of the outstanding New Borealis Common Shares, (vi) the existing Borealis Shareholders will own approximately 51.87% of the outstanding New Borealis Common Shares, and (vii) the New Investors will own approximately 15.84% of the outstanding New Borealis Common Shares. Assuming 100% of Oxus’ existing public shareholders exercise their redemption rights (also referred to throughout as the “maximum redemption scenario” or “100% redemptions scenario”): (i) Oxus’ existing public shareholders will not own any of the outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 26.90% of the outstanding New Borealis Common Shares, (iii) Oxus’ independent directors will own approximately 0.73% of the outstanding New Borealis Common Shares, (iv) EarlyBirdCapital will own approximately 0.73% of the outstanding New Borealis Common Shares, (v) Sova Capital will own approximately 0.73% of the outstanding New Borealis Common Shares, (vi) the existing Borealis Shareholders will own approximately 54.31% of the outstanding New Borealis Common Shares, and (vii) the New Investors will own approximately 16.60% of the outstanding New Borealis Common Shares. The expected number of New Oxus Common Shares to be issued by New Oxus, which New Oxus Common Shares will survive and continue as New Borealis Common Shares following the New Oxus Amalgamation, and the ownership percentages set forth above are calculated based on a number of assumptions, including that (i) 750,000 of Founder Shares are forfeited by the Sponsor pursuant to the Sponsor Support Agreement (as defined below); (ii) Borealis Indebtedness (as defined in the Business Combination Agreement) immediately prior to the Arrangement (as calculated in accordance with the terms of the Business Combination Agreement) will be approximately $17 million; and (iii) the Sponsor Convertible Notes are fully converted to Borealis Shares in accordance with the terms of the Sponsor Note Purchase Agreement (as defined in the Business Combination Agreement) and the Plan of Arrangement. These figures are illustrative only and are subject to adjustment in accordance with the terms of the Business Combination Agreement and may differ from the estimated figures presented as a result of a number of factors. If any of Oxus’ public shareholders exercise redemption rights to a different extent, the number of New Oxus Common Shares to be issued by New Oxus, which New Oxus Common Shares will survive and continue as New Borealis Common Shares following the New Oxus Amalgamation, and the ownership percentages set forth above will be different. Further, in connection with the Continuance, (x) each Oxus Share outstanding immediately prior to the Continuance Effective Time shall become one New Oxus Common Share, and (y) each Oxus Warrant outstanding immediately prior to the Continuance Effective Time shall become a warrant exercisable for one New Oxus Common Share. Please see “Unaudited Pro Forma Condensed Combined Financial Information” in the proxy statement/prospectus for further information.

Concurrently with the execution and delivery of the Business Combination Agreement, Oxus, Borealis and certain Borealis Shareholders entered into Shareholder Support Agreements (the “Shareholder Support Agreements”) pursuant to which, among other things, such Borealis Shareholders have agreed to vote their Borealis Shares in favor of the Business Combination and not sell or transfer their Borealis Shares.

Concurrently with the execution of the Business Combination Agreement, Oxus, Borealis and the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which, among other things,

 

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the Sponsor agreed to (A) vote its Founder Shares in favor of the Business Combination and the Oxus Proposals, (B) not redeem its Founder Shares, (C) waive certain of its anti-dilution rights, (D) convert on the Closing Date and immediately prior to the Borealis Amalgamation, the Sponsor Convertible Notes into Borealis Shares, and (E) forfeit certain of its Founder Shares as a part of incentive equity compensation for directors, officers and employees of New Borealis (subject to terms and conditions set forth in the Sponsor Support Agreement).

Under the Business Combination Agreement, the Closing of the Business Combination is subject to a number of conditions, including, among others, (i) receipt of approval by the shareholders of each of Oxus and Borealis; (ii) receipt of all pre-Closing approvals or clearances reasonably required under any applicable antitrust laws and foreign direct investment laws, including approval under the Investment Canada Act; (iii) receipt by Borealis of all required third-party consents; (iv) no law or order will have been passed preventing the consummation of the Business Combination; (v) after giving effect to the redemptions, Oxus has at least $5,000,001 of net tangible assets as required by the Articles and as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act; (vi) the amount of Closing Available Cash (as defined in the Business Combination Agreement, and which includes any amounts funded to Borealis at any time prior to the Closing in connection with the New Investor Convertible Note Financing (as defined in the Business Combination Agreement), including $27,000,000 received to date) is at least $30,000,000 (the “Minimum Cash Condition”); and (vii) the registration statement on Form S-4 which includes this proxy statement/prospectus (the “Registration Statement”) having been declared effective by the United States Securities and Exchange Commission (the “SEC”). The obligations of Oxus and Newco to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) no occurrence of a Borealis Material Adverse Effect (as defined in this proxy statement/prospectus), (ii) delivery of certain required consents, documents and certificates, (iii) delivery of certain the audited consolidated balance sheet of Borealis as of December 31, 2021 and the audited consolidated balance sheet of Borealis as of December 31, 2022, and the related audited consolidated statements of income of Borealis for such years, each audited in accordance with the auditing standards of the PCAOB, together with an audit report thereon from the Company’s independent public accountants, (iv) Borealis Indebtedness not exceeding $17,000,000 and (v) obtaining the ICA Approval (which has already been obtained). The obligation of Borealis to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) no occurrence of an Oxus Material Adverse Effect (as defined in this proxy statement/prospectus), (ii) delivery of certain required consents, documents, and certificates, and (iii) listing on Nasdaq or another agreed upon national securities exchange.

During the period from the signing of the Business Combination Agreement and until the earlier of (A) the termination of the Business Combination Agreement in accordance with its terms or (B) the Closing, Borealis may execute note purchase, subscription or other similar agreements (collectively, the “New Investor Note Purchase Agreements”) with a potential investor or potential investors, in each case, introduced to Borealis by Oxus or the Sponsor (the “New Investors”). On February 8, 2023, a New Investor Note Purchase Agreement for an amount of $20,000,000 was executed by Belphar Ltd. On March 3, 2023, a New Investor Note Purchase Agreement for an amount of $5,000,000 was executed by Saule Algaziyeva. On November 15, 2023, a New Investor Note Purchase Agreement for an amount of $2,000,000 was executed by Aman Murat Baikadamuly. The Minimum Cash Condition set forth in the Business Combination Agreement will be reduced by any cash amounts received by Borealis at any time prior to the Closing in connection with (A) the New Investor Convertible Note Financing (as defined in the Business Combination Agreement), including $27,000,000 received to date from the New Investors, or (B) any Permitted Company Financing (as defined in the Business Combination Agreement). All New Investor Convertible Notes issued pursuant to a New Investor Note Purchase Agreements will convert into New Borealis Common Shares immediately following the New Oxus Amalgamation. Any and all funding received by Borealis at any time prior to the Closing in connection with the New Investor Convertible Note Financing will be included in the calculation of the Closing Available Cash.

Oxus’ Class A Shares, units and warrants are currently listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbols “OXUS,” “OXUSU” and “OXUSW,” respectively. Upon completion of the Business Combination, the Class A Shares, units, and warrants of Oxus will no longer be traded. New Borealis will apply to list the New Borealis Common Shares and the New Borealis Warrants on the Nasdaq under the symbols “BRLS” and “BRLSW”, respectively, in connection with the Closing. We cannot assure you that the New Borealis Common Shares and the New Borealis Warrants will be approved for listing on the Nasdaq.

Pursuant to the amended and restated memorandum and articles of association of Oxus (the “Articles”), prior to the Continuance, we will provide our public shareholders with the opportunity to redeem their Class A Shares

 

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(“Public Shares”) for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of our initial public offering, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account (such interest will be net of taxes payable) and not previously released to us to pay applicable taxes. For illustrative purposes, based on the funds available in the trust account of approximately $21.96 million on January 11, 2024, the estimated redemption price per Class A Share would have been approximately $11.32. Public shareholders may elect to redeem their Class A Shares whether or not they vote their Class A Shares and, if they do vote their Class A Shares, whether they vote for or against the Business Combination Proposal and the other proposals set forth herein.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the outstanding Public Shares. Holders of our outstanding warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the holders of our Founder Shares have agreed to waive their redemption rights with respect to such shares and any Class A Shares that they may have acquired during or after our initial public offering in connection with the completion of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor owns approximately 63.5% of the issued and outstanding Oxus Shares, consisting of approximately 96.5% of the Founder Shares, and our independent directors collectively own approximately 3.5% of the Founder Shares.

We are providing this proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Meeting and at any adjournments or postponements thereof. Whether or not you plan to attend the Meeting, we urge you to read this proxy statement/prospectus carefully. Please pay particular attention to the section entitled “Risk Factors,” beginning on page 26 of this proxy statement/prospectus.

In addition to the Business Combination Proposal, shareholders at the Meeting will be presented with (a) the Continuance Proposal (as defined in this proxy statement/prospectus), (b) the Governing Documents Proposals (as defined in this proxy statement/prospectus), (c) the Share Issuance Proposal (as defined in this proxy statement/prospectus), (d) the Incentive Plan Proposal (as defined in this proxy statement/prospectus) and (e) the Adjournment Proposal (as defined in this proxy statement/prospectus), each as further described in this proxy statement/prospectus. Our board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our shareholders vote FOR the Business Combination Proposal and all of the other proposals to be presented to our shareholders at the Meeting. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of Oxus’ Directors and Officers in the Business Combination” in the proxy statement/prospectus for additional information.

Approval of each of the Share Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the Oxus Shares present in person or represented by proxy and entitled to vote at the Meeting. Approval of each of the Business Combination Proposal, the Continuance Proposal and the Governing Documents Proposals requires the affirmative vote of the holders of at least two-thirds of the Oxus Shares present in person or represented by proxy and entitled to vote at the Meeting.

We have no specified maximum redemption threshold under the Articles. It is, however, a condition to Closing under the Business Combination Agreement that the Minimum Cash Condition be satisfied. If the amount of Closing Available Cash is less than $30,000,000, then Oxus and Borealis will not be required to consummate the Business Combination, although each of Oxus and Borealis may, in its sole discretion, waive this condition. In the event that both Oxus and Borealis waive this condition, Oxus does not intend to seek additional shareholder approval or extend the time period in which its public shareholders can exercise their redemption rights. In no event, however, will we redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001.

Your vote is very important. If you are a holder of record of Class A Shares, you must submit proxies to have your shares voted. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Meeting. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.

 

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If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting. A failure to vote your shares will have no effect on the outcome of the vote on any of the proposals presented at the Meeting.

If you sign and return your proxy card without indicating how you wish to vote, with respect to any other proposals that we have presented at the Meeting, your proxy will be voted in favor of such proposal. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Meeting and, if a quorum is present, will have no effect on the proposals. If you are a shareholder of record and you attend the Meeting virtually or in person and wish to vote at the Meeting, you may withdraw your proxy and vote virtually or in person at the Meeting.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

By Order of the Board of Directors,

   

/s/ Kenges Rakishev

   

Kenges Rakishev

Chairman of the Board of Directors

   

January 16, 2024

This proxy statement/prospectus is dated January 16, 2024 and is first being mailed to the shareholders of Oxus on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY, NOR ANY SIMILAR REGULATORY AUTHORITY IN ANY OTHER JURISDICTION, HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

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OXUS ACQUISITION CORP.
300
/26 Dostyk Avenue
Almaty, Kazakhstan 050020

NOTICE OF extraordinary general MEETING OF SHAREHOLDERS
TO BE HELD ON
FEBRUARY 2, 2024

To the Shareholders of Oxus Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Oxus Acquisition Corp., a Cayman Islands exempted company (“Oxus”), will be held on February 2, 2024, at 10:00 a.m., Eastern time (the “Meeting”). Oxus will hold the Meeting in both virtual and physical format and we strongly recommend that you attend the Meeting virtually. For the purposes of the Articles (as defined below), the physical place of the Meeting will be at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Avenue, New York, NY 10017, United States of America. You will be able to attend, vote your shares, and submit questions during the Meeting either in person or virtually via a live audio webcast. In order to attend the Meeting virtually, you must pre-register at the following website: https://www.cstproxy.com/oxusacquisition/2024. You are cordially invited to attend the Meeting for the following purposes:

1.      The Business Combination Proposal:    To consider and vote upon a proposal (the “Business Combination Proposal”) to approve and adopt, by special resolution, the Business Combination Agreement, dated as of February 23, 2023 (as may be amended, the “Business Combination Agreement”), by and among Oxus, 1000397116 Ontario Inc., an Ontario corporation and a wholly owned subsidiary of Oxus (“Newco”), and Borealis Foods Inc., a corporation incorporated under the laws of Canada (“Borealis”), the arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”) and section 182 of the Business Corporations Act (Ontario) (the “OBCA”) and the plan of arrangement (as may be amended, the “Plan of Arrangement”), the full text of which is attached to the proxy statement/prospectus and accompanying notice as Annex C, pursuant to which, among other things: (a) Oxus will domesticate and continue (the “Continuance” and, Oxus as the continuing entity, “New Oxus”) as a corporation under the OBCA; (b) on the date of closing (the “Closing Date”), Newco and Borealis will amalgamate in accordance with the terms of the Plan of Arrangement (the “Borealis Amalgamation” and Newco and Borealis as amalgamated, “Amalco”), with Amalco surviving the Borealis Amalgamation as a wholly-owned subsidiary of New Oxus; and (c) on the Closing Date, immediately following the Borealis Amalgamation, Amalco and New Oxus will amalgamate in accordance with the terms of the Plan of Arrangement (the “New Oxus Amalgamation,” and together with the Borealis Amalgamation, the “Amalgamations,” and Amalco and New Oxus as amalgamated, “New Borealis”), with New Borealis surviving the New Oxus Amalgamation as a corporation existing under the laws of the Province of Ontario, Canada (the Amalgamations, and together with the Continuance and other transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and the ancillary agreements, the “Business Combination” or the “Transactions”).

2.      The Continuance Proposal:    To consider and vote upon a proposal (the “Continuance Proposal”) to approve, by special resolution, the Continuance, and in connection therewith, the adoption of the articles and by-laws of New Oxus in substantially the form attached to the proxy statement/prospectus as Annex I (the “Continuance Governing Documents”) for purposes of the articles and by-laws of New Oxus following the completion of the Continuance.

3.      The Governing Documents Proposals:    To consider and vote upon a proposal (the “Governing Documents Proposals”) to approve, by special resolution, and adopt the articles and by-laws of New Borealis in substantially the form attached to the proxy statement/prospectus as Annex J (the “New Borealis Governing Documents”) for purposes of the articles and by-laws of New Borealis following the completion of the Amalgamations. In addition to voting on the adoption of the New Borealis Governing Documents in their entirety, Governing Documents Proposals are separated into sub-proposals submitted to Oxus Shareholders to vote upon those material aspects of the

 

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New Borealis Governing Documents that do not appear in, or are different from the Articles, as described in the following paragraphs (a) through (e). The proposed New Borealis Governing Documents would, among other things:

(a)     establish the authorized capital of New Borealis to consist of: (i) an unlimited number of Common Shares; and (ii) a limited number of First Preferred Shares, issuable in series, limited in number to an amount equal to not more than 20% of the number of issued and outstanding Common Shares at the time of issuance of any First Preferred Shares;

(b)    declassify the board of directors with the result being that each director will be elected annually for a term of one year;

(c)     reduce the requisite quorum for a meeting of shareholders from a majority of votes to 33-1/3% of the New Borealis Common Shares entitled to vote at such meeting;

(d)    include an advance notice provision that requires a nominating shareholder to provide notice to New Borealis within a stipulated time period in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the board of directors; and

(e)     not include provisions relating to the Class B Shares, our initial public offering, Oxus Capital Pte. Ltd., the Business Combination and other related matters.

4.      The Share Issuance Proposal:    To consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with the applicable listing rules of the Nasdaq Capital Market (the “Nasdaq”), the issuance of more than 20% of the current total issued and outstanding Oxus Shares in connection with the transactions contemplated by the Business Combination Agreement (the “Share Issuance Proposal”).

5.      The Incentive Plan Proposal:    To consider and vote upon a proposal to approve, by ordinary resolution, and adopt an equity incentive plan of New Borealis in substantially the form attached to the proxy statement/prospectus as Annex K (the “Incentive Plan” and such proposal, the “Incentive Plan Proposal”); and

6.      The Adjournment Proposal:    To consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote (the “Adjournment Proposal”).

Only holders of record of the Oxus Shares at the close of business on January 11, 2024 are entitled to notice of the Meeting and to vote at the Meeting and any adjournments or postponements of the Meeting. A complete list of our shareholders of record entitled to vote at the Meeting will be available for ten days before the Meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Meeting.

Pursuant to our amended and restated memorandum and articles of association (the “Articles”), prior to the Continuance, we will provide our public shareholders with the opportunity to redeem their Class A Shares (“Public Shares”) for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of our initial public offering, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay applicable income taxes and for working capital purposes. For illustrative purposes, based on funds in the trust account of approximately $21.96 million on January 11, 2024, the estimated per share redemption price would have been approximately $11.32. Public shareholders may elect to redeem their Public Shares whether or not they vote their shares and, if they do vote their shares, whether they vote for or against the Business Combination Proposal and the other proposals set forth herein. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the outstanding Public Shares. Holders of our outstanding warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the holders of our Founder Shares (as defined in the proxy statement/prospectus accompanying this notice) have agreed to waive

 

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their redemption rights with respect to such shares and any Class A Shares that they may have acquired during or after our initial public offering in connection with the completion of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor, owns approximately 63.5% of our issued and outstanding ordinary shares, consisting of approximately 96.5% of the Founder Shares, and our independent directors collectively own approximately 3.5% of the Founder Shares.

Approval of each of the Share Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the Oxus Shares present in person, virtually or represented by proxy and entitled to vote at the Meeting. Approval of each of the Business Combination Proposal, the Continuance Proposal and the Governing Documents Proposals requires the affirmative vote of the holders of at least two-thirds of the Oxus Shares present in person, virtually or represented by proxy and entitled to vote at the Meeting.

The Closing of the Business Combination is conditioned on the approval of each of the proposals at the Meeting, except for the Adjournment Proposal. In addition, each of the other proposals (other than the Adjournment Proposal), is conditioned on the approval of all other proposals at the Meeting, except for the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal at the Meeting.

We have no specified maximum redemption threshold under the Articles. It is a condition to Closing under the Business Combination Agreement, however, that in the aggregate, the Closing Available Cash is no less than $30,000,000 (such condition, the “Minimum Cash Condition”). If the amount of Closing Available Cash is less than $30,000,000, then Oxus and Borealis will not be required to consummate the Business Combination, although each of Oxus and Borealis may, in its sole discretion, waive this condition. In the event that both Oxus and Borealis waive this condition, Oxus does not intend to seek additional shareholder approval or to extend the time period in which its public shareholders can exercise their redemption rights. In no event, however, will we redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read the proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at +1(800) 662-5200, banks and brokers may reach Morrow Sodali LLC at +1(203) 658-9400.

 

By Order of the Board of Directors,

   

/s/ Kenges Rakishev

   

Kenges Rakishev

Chairman of the Board of Directors

   

January 16, 2024

 

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TABLE OF CONTENTS

 

Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

iii

MARKET AND INDUSTRY DATA

 

iv

TRADEMARKS

 

v

FREQUENTLY USED TERMS

 

vi

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

1

SELECTED HISTORICAL FINANCIAL DATA OF OXUS

 

19

SELECTED HISTORICAL FINANCIAL DATA OF BOREALIS

 

20

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

21

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

23

RISK FACTORS

 

26

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

62

THE MEETING OF OXUS SHAREHOLDERS

 

73

THE BUSINESS COMBINATION

 

79

THE BUSINESS COMBINATION AGREEMENT

 

107

CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

 

121

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

122

Material Canadian Federal Income Tax Considerations

 

132

OXUS SHAREHOLDER PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

137

OXUS SHAREHOLDER PROPOSAL NO. 2 — THE CONTINUANCE PROPOSAL

 

139

OXUS SHAREHOLDER PROPOSAL NO. 3 — THE GOVERNING DOCUMENTS PROPOSALS

 

156

OXUS SHAREHOLDER PROPOSAL NO. 4 — THE SHARE ISSUANCE PROPOSAL

 

162

OXUS SHAREHOLDER PROPOSAL NO. 5 — THE INCENTIVE PLAN PROPOSAL

 

163

OXUS SHAREHOLDER PROPOSAL NO. 6 — THE ADJOURNMENT PROPOSAL

 

170

INFORMATION ABOUT BOREALIS

 

171

BOREALIS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

182

INFORMATION ABOUT OXUS

 

191

OXUS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

201

MANAGEMENT OF NEW BOREALIS AFTER THE BUSINESS COMBINATION

 

206

EXECUTIVE AND DIRECTOR COMPENSATION

 

212

CERTAIN BOREALIS RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

216

CERTAIN OXUS RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

218

DESCRIPTION OF NEW BOREALIS SECURITIES

 

221

DESCRIPTION OF AMENDED AND RESTATED NEW BOREALIS ORGANIZATIONAL DOCUMENTS

 

230

SHARES ELIGIBLE FOR FUTURE SALE

 

233

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

235

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

237

ADDITIONAL INFORMATION

 

238

WHERE YOU CAN FIND MORE INFORMATION

 

240

INDEX TO FINANCIAL STATEMENTS

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Oxus (File No. 001-40778), constitutes a prospectus of Oxus under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the New Oxus Common Shares to be issued, such New Oxus Common Shares to survive and continue as New Borealis Common Shares, if the Business Combination as described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act (the “Exchange Act”), with respect to the Meeting of Oxus Shareholders at which Oxus Shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. In addition, this document constitutes a notice of a special meeting under Section 96 of the Business Corporations Act (Ontario) (the “OBCA”) and notice of a special meeting under Section 135 of the Canada Business Corporations Act (the “CBCA”) for the purposes of any proposal to approve any matters to be taken by New Borealis following the Continuance and the Amalgamations, including pursuant to the Plan of Arrangement.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Oxus Shareholders nor the issuance by Oxus of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Oxus and its business, operations, management, and other matters has been provided by Oxus and information contained in this proxy statement/prospectus regarding Borealis and its business, operations, management, and other matters has been provided by Borealis. Capitalized terms used in this proxy statement/prospectus but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains information concerning the market and industry in which Borealis conducts its business. Borealis operates in an industry in which it is difficult to obtain precise industry and market information. Borealis has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. Borealis cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that it is possible that any such market, industry and other similar data may not in fact be reliable. While Borealis is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” in this proxy statement/prospectus.

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TRADEMARKS

Borealis owns or has rights to various trademarks, service marks and trade names used in connection with the operation of its businesses, and which are included in this proxy statement/prospectus, including CHEF WOO and RAMEN EXPRESS. This proxy statement/prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this proxy statement/prospectus is not intended to, and does not imply, a relationship with Borealis, Oxus or any of their respective affiliates or an endorsement or sponsorship by or of Borealis, Oxus, New Oxus or New Borealis or any of their respective affiliates. For convenience, the trademarks, service marks and trade names referred to in this proxy statement/prospectus may appear without the TM or SM symbols, but such references are not intended to indicate, in any way, that Borealis, Oxus, New Oxus or New Borealis will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.

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FREQUENTLY USED TERMS

In this document:

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote at such Meeting.

“Amalco” means the amalgamated corporation as the surviving entity of the Borealis Amalgamation.

“Amalgamations” means collectively, the Borealis Amalgamation, being the amalgamation of Borealis and Newco, and the New Oxus Amalgamation, being the amalgamation of New Oxus and Amalco, each in accordance with the terms of the Plan of Arrangement.

“Ancillary Agreements” has the meaning given to that term under the Business Combination Agreement.

“Arrangement” means the arrangement to be completed on the Closing Date in accordance with the terms of the Business Combination Agreement and the Plan of Arrangement.

“Arrangement Effective Time” has the meaning given to that term under the Plan of Arrangement.

“Borealis” means Borealis Foods Inc., corporation incorporated under the laws of Canada.

“Borealis Amalgamation” means the amalgamation of Newco and Borealis, as described in the Plan of Arrangement.

“Borealis Convertible Instruments” means the convertible financing instruments of Borealis, including the Sponsor Convertible Notes, that are being converted into Borealis Shares immediately prior to the Borealis Amalgamation.

“Borealis Indebtedness” means the aggregate consolidated amount of indebtedness of Borealis and its subsidiaries.

“Borealis Optionholder” means a holder of Borealis Options.

“Borealis Options” means the options granted by Borealis to certain employees, personnel or service providers to purchase Borealis Shares, whether or not exercisable and whether or not vested, immediately prior to the Closing under the incentive plan of Borealis.

“Borealis Shareholders” means the existing shareholders of Borealis who will be holders of Borealis Shares in connection with the transactions contemplated by the Business Combination Agreement.

“Borealis Shares” means, collectively, the issued and outstanding Class A common shares, Class B common shares, Class C common shares and Class D common shares in the capital of Borealis.

“broker non-vote” means the failure of a Oxus Shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and the Ancillary Agreements.

“Business Combination Agreement” means the Business Combination Agreement, dated as of February 23, 2023, as may be amended, by and among Oxus, Borealis and Newco.

“Business Combination Proposal” means the proposal to approve the Business Combination, including the Amalgamations, as part of the Arrangement, the substantially final form of which is attached to this proxy statement/prospectus as Annex A (subject to amendments and variations as described in this proxy statement/prospectus).

“CBCA” means the Canada Business Corporations Act.

“Class A Shareholders” means the holders of Class A Shares.

“Class A Shares” means Oxus’ Class A ordinary shares, with a par value of $0.0001 per share.

“Class B Shares” means Oxus’ Class B ordinary shares, with a par value of $0.0001 per share.

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“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means New Borealis and its consolidated subsidiaries after giving effect to the Business Combination, which will continue under the name “Borealis Foods Inc.”

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time.

“Company Closing Net Indebtedness” means, on a consolidated basis and calculated at 11:59 p.m. ET on the day immediately prior to the Closing Date, (a) the aggregate consolidated amount of Borealis Indebtedness minus (b) the aggregate consolidated amount of cash and cash equivalents, including marketable securities, short-term investments and demand deposits, on hand or in accounts of Borealis and its subsidiaries (net of outstanding checks) (excluding (i) prepaid deposits or other similar restricted cash and (ii) cash subject to any forbearance agreements).

“Continuance” means the continuance of Oxus from the Cayman Islands under the Companies Act to the Province of Ontario, Canada as a corporation existing under the OBCA.

“Continuance Proposal” means the proposal to approve the Continuance, and in connection therewith, the Continuance Governing Documents, copies of which are attached to this proxy statement/prospectus as Annex I.

“Court” means the Ontario Superior Court of Justice (Commercial List).

“DTC” means the Depository Trust Company.

“EBITDA” means net income (loss) before interest, taxes, depreciation and amortization.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Rate” means the number obtained by dividing the Aggregate Transaction Consideration by the aggregate number of Borealis Shares issued and outstanding immediately prior to the Borealis Amalgamation becoming effective.

“Final Order” means the final order of the Court pursuant to pursuant to section 192 of the CBCA and section 182 of the OBCA approving the Arrangement, as such order may be amended, modified, supplemented, or varied by the Court (with the consent of Borealis and Oxus, each acting reasonably).

“Founder Shares” means Oxus’ Class B ordinary shares, par value $0.0001 per share, and Class A ordinary shares, par value $0.0001 per share, that may be converted from Oxus’ Class B ordinary shares from time to time.

“GAAP” means United States generally accepted accounting principles.

“Governing Documents Proposals” means the proposals to approve the New Borealis Governing Documents for purposes of the articles and by-laws of New Borealis following the completion of the Amalgamations.

“Incentive Plan” means the Borealis Foods Inc. Equity Incentive Plan, as amended and restated from time to time.

“Incentive Plan Proposal” means the proposal to consider and vote upon a proposal to approve and adopt the Incentive Plan and the material terms thereunder.

“Initial Business Combination” means Oxus’ initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.

“Interim Order” means the interim order of the Court pursuant to section 192 of the CBCA and section 182 of the OBCA providing for, among other things, the calling and holding of the Borealis Shareholders Meeting, as such order may be amended, modified, supplemented, or varied by the Court with the consent of Borealis and Oxus, each acting reasonably.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

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“IPO” means Oxus’ initial public offering of Oxus Units, consummated on September 8, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Nasdaq” means the Nasdaq Capital Market.

“New Borealis” means the amalgamated corporation under the OBCA as the surviving entity of the New Oxus Amalgamation, with the legal name of “Borealis Foods Inc.”

“New Borealis Articles” means the articles of amalgamation of New Borealis to be adopted pursuant to the New Oxus Amalgamation completed in accordance with the Plan of Arrangement.

“New Borealis Board” means the board of directors of New Borealis after the Closing.

“New Borealis By-laws” means the by-laws of New Borealis to be adopted pursuant to the New Oxus Amalgamation completed in accordance with the Plan of Arrangement.

“New Borealis Common Shares” means Common Shares in the capital of New Borealis.

“New Borealis Governing Documents” means the New Borealis By-laws and the New Borealis Articles in substantially the form (i) set out in the Plan of Arrangement, and (ii) attached to this proxy statement/prospectus as Annex J.

“New Borealis Preferred Shares” means First Preferred Shares in the capital of New Borealis.

“New Borealis Warrants” means the warrants of New Borealis to purchase New Borealis Common Shares.

“New Oxus” means the corporation continued under the OBCA as a result of the domestication of Oxus from the Cayman Islands to a body corporate existing under the OBCA.

“New Oxus Amalgamation” means the amalgamation of New Oxus and Amalco, as described in the Plan of Arrangement.

“New Oxus Common Shares” means Common Shares in the capital of New Oxus.

“Newco” means 1000397116 Ontario Inc., an Ontario corporation and a wholly owned subsidiary of Oxus.

“OBCA” means the Business Corporations Act (Ontario).

“Outside Date” means June 8, 2024.

“Oxus” means Oxus Acquisition Corp., a Cayman Islands exempted company.

“Oxus Articles” means the existing Amended and Restated Memorandum and Articles of Association of Oxus formed under the Companies Act.

“Oxus Initial Shareholders” means the holders of Founder Shares.

“Oxus Proposals” means the SPAC Proposals as defined in the Business Combination Agreement.

“Oxus Shareholders” means the holders of Oxus Shares, and “Oxus Shareholder” means any one of them.

“Oxus Shares” means the Class A Shares and the Class B Shares, collectively.

“Oxus Units” means the 17,250,000 units issued in connection with the IPO, each of which consisted of one Class A Share and one Oxus Warrant.

“Oxus Warrants” means the warrants of Oxus to purchase Oxus Shares.

“PCAOB” means the Public Company Accounting Oversight Board.

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“Plan of Arrangement” means the plan of arrangement substantially in the form attached to this proxy statement/prospectus as Annex C, subject to amendments and variations in accordance with the Business Combination Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of Borealis and Oxus, each acting reasonably.

“Private Placement Warrants” means the warrants to purchase Class A Shares purchased by the Sponsor in a private placement in connection with the IPO.

“prospectus” means the prospectus included in the Registration Statement on Form S-1 (Registration No. 333-258133) filed with the U.S. Securities and Exchange Commission in connection with the IPO.

“public shareholders” means the holders of Class A Shares, except the Underwriters and the holders of Class A Shares that are converted from Class B Shares.

“Public Shares” means the Class A Shares issued as part of the Oxus Units issued in the IPO.

“Public Warrants” means the warrants included in the Oxus Units issued in the IPO, each of which is exercisable for one Class A Share, in accordance with its terms.

“Remaining Borealis Convertible Instruments” means the convertible instruments pursuant to the Business Combination Agreement in which specified portions of the principal and accrued interest will remain outstanding following the completion of the Arrangement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Issuance Proposal” means the proposal to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq, the issuance of more than 20% of the current total issued and outstanding Oxus Shares in connection with the transactions contemplated by the Business Combination Agreement.

“Shareholder Support Agreements” means the Shareholder Support Agreements, each dated as of February 23, 2023, among Oxus, Borealis and certain Borealis Shareholders in substantially the form attached to this proxy statement/prospectus as Annex D.

“Sponsor” means Oxus Capital Pte. Ltd., a Singapore limited company.

“Sponsor Convertible Notes” means the convertible notes issued by Borealis to the Sponsor pursuant to the Note Purchase Agreement between Borealis and the Sponsor dated as of October 21, 2022 and the Note Purchase Agreement between Borealis and the Sponsor dated as of November 14, 2022, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of February 23, 2023, among Oxus, Borealis and the Sponsor attached to this proxy statement/prospectus as Annex E.

“trust account” means the trust account that holds the net proceeds of the IPO and the concurrent sale of the Private Placement Warrants and interest accrued thereon.

“Warrant Agreement” means the Warrant Agreement, dated September 2, 2021, by and between Oxus and Continental Stock Transfer & Trust Company, governing Oxus’ outstanding warrants.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Meeting, including with respect to Business Combination. The following questions and answers may not include all the information that is important to Oxus Shareholders. Oxus Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers about the Extraordinary General Meeting of Oxus’ Shareholders and the Related Proposals

Q.     Why am I receiving this proxy statement/prospectus?

A.     Oxus has entered into the Business Combination Agreement, pursuant to which, among other things, on the day prior to the Closing Date, Oxus intends to de-register as an exempted company in the Cayman Islands and domesticate and continue as New Oxus, a corporation continued under the Business Corporations Act (Ontario). Additionally, on the Closing Date, as part of the Arrangement and in accordance with the terms of the Plan of Arrangement, each of the following transactions will occur and be deemed to occur sequentially in the following order:

        the Borealis Convertible Instruments (which exclude (A) any convertible financing instrument of Borealis that will be repaid prior to the Closing in accordance with its terms, (B) the Remaining Borealis Convertible Instruments, and (C) the New Investor Convertible Notes, which will subsequently convert into New Borealis Common Shares pursuant to the terms of the Plan of Arrangement) will, without further action by or on behalf of a holder of Borealis Convertible Instruments, be converted into Borealis Shares pursuant to their terms and the terms of any applicable conversion agreements;

        all Borealis Options outstanding immediately prior to the Closing Date will be fully vested and exercised for Borealis Shares having a fair market value equal to the aggregate fair market value of the Borealis Shares underlying the outstanding Borealis Options minus the aggregate exercise price of such Borealis Options;

        the Borealis Amalgamation will be completed, with Amalco surviving as the amalgamated corporation resulting therefrom;

        pursuant to the Borealis Amalgamation, among other things: (i) each Borealis Share (including all Borealis Shares issuable upon the deemed exercise of Borealis Options pursuant to the Arrangement and the conversion of the Borealis Convertible Instruments), without any action on the part of New Oxus, Borealis, Newco or the Borealis Shareholders will be exchanged for, in accordance with the Exchange Spreadsheet (as defined in the Business Combination Agreement), the number of New Oxus Common Shares equal to the Exchange Rate; and (ii) each common share of Newco held by New Oxus will be exchanged for an Amalco Share on a one-for-one basis;

        the New Oxus Amalgamation will be completed, with New Borealis surviving as the amalgamated corporation resulting therefrom;

        pursuant to the New Oxus Amalgamation, among other things: (i) each issued and outstanding Amalco Share immediately prior to such amalgamation will be cancelled without any repayment of capital in respect thereof; (ii) no securities will be issued and no assets will be distributed by New Borealis as a result of such amalgamation; (iii) the issued and outstanding New Oxus Common Shares immediately prior to such amalgamation will survive and continue as New Borealis Common Shares; and (iv) the stated capital of New Borealis Common Shares will be equal to the stated capital of the New Oxus Common Shares immediately before the New Oxus Amalgamation; and

        the New Investor Convertible Notes will be converted into New Borealis Common Shares pursuant to the Plan of Arrangement and the conversion terms contained in the applicable New Investor Note Purchase Agreement.

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A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and a copy of the Plan of Arrangement is attached to this proxy statement/prospectus as Annex C.

Oxus Shareholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt the Business Combination, among other proposals. If Oxus Shareholders approve the Business Combination Proposal and the other proposals described herein and the parties consummate the Business Combination, New Oxus is expected to issue an aggregate of 22,517,378 New Oxus Common Shares upon the Closing, which New Oxus Common Shares will survive and continue as New Borealis Common Shares following the New Oxus Amalgamation. It is anticipated that, upon completion of the Business Combination (including all steps contemplated under the Plan of Arrangement), (i) Oxus’ existing public shareholders will own approximately 8.61% of the outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 24.59% of the outstanding New Borealis Common Shares, (iii) Oxus’ independent directors will own approximately 0.67% of the outstanding New Borealis Common Shares, (iv) EarlyBirdCapital will own approximately 0.67% of the outstanding New Borealis Common Shares, (v) Sova Capital will own approximately 0.67% of the outstanding New Borealis Common Shares, (vi) the existing Borealis Shareholders will own approximately 49.63% of the outstanding New Borealis Common Shares, and (vii) the New Investors will own approximately 15.16% of the outstanding New Borealis Common Shares. The expected number of New Oxus Common Shares to be issued by New Oxus, which New Oxus Common Shares will survive and continue as New Borealis Common Shares following the New Oxus Amalgamation, and the ownership percentages set forth above are calculated based on a number of assumptions, including that (i) none of Oxus’ existing public shareholders exercise their redemption rights, (ii) 750,000 Founder Shares are forfeited by the Sponsor pursuant to the Sponsor Support Agreement, (iii) Borealis Indebtedness immediately prior to the Arrangement (as calculated in accordance with the terms of the Business Combination Agreement) will be approximately $17 million, and are subject to adjustment in accordance with the terms of the Business Combination Agreement; (iv) the Sponsor Convertible Notes are fully converted to Borealis Shares in accordance with the terms of the Sponsor Note Purchase Agreement (as defined in the Business Combination Agreement) and the Plan of Arrangement; and (v) the New Investor Convertible Notes are fully converted into New Borealis Common Shares pursuant to the terms of the Plan of Arrangement and the conversion terms contained in the applicable New Investor Note Purchase Agreement. The Class A Shares, units and warrants of Oxus are currently listed on the Nasdaq under the symbols “OXUS,” “OXUSU” and “OXUSW,” respectively. New Borealis intends to apply to list the New Borealis Common Shares and the New Borealis Warrants on the Nasdaq under the symbols “BRLS” and “BRLSW,” respectively, in connection with the Closing. In connection with the Continuance, (a) each Oxus Share outstanding immediately prior to the Continuance Effective Time shall become one New Oxus Common Share, and (b) each Oxus Warrant outstanding immediately prior to the Continuance Effective Time shall become a warrant exercisable for one New Oxus Common Share. Upon the Closing, and as a result of and in connection with the Business Combination, other than as set forth herein, the Class A Shares, units and warrants of Oxus will no longer be traded.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q.     What matters will shareholders consider at the Meeting?

A.     At the Meeting, Oxus will ask its shareholders to vote in favor of the following proposals:

        The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the Business Combination.

        The Continuance Proposal — a proposal to approve the Continuance and, in connection therewith, the adoption of the articles and by-laws of New Oxus (“Continuance Governing Documents”), copies of which are attached to this proxy statement/prospectus as Annex I.

        The Governing Documents Proposals — a proposal to approve and adopt the New Borealis Governing Documents in their entirety, copies of which are attached to this proxy statement/prospectus as Annex J, and the sub-proposals to approve those material aspects of the New Borealis Governing Documents that do not appear in, or are different from the current Oxus Articles.

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        The Share Issuance Proposal — a proposal to approve the issuance of more than 20% of the current total issued and outstanding Oxus Shares, for purposes of complying with the applicable listing rules of the Nasdaq.

        The Incentive Plan Proposal — a proposal to approve and adopt the Incentive Plan as the equity incentive plan of New Borealis, a copy of which is attached to this proxy statement/prospectus as Annex K.

        The Adjournment Proposal — a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote.

Q.     Are any of the proposals conditioned on one another?

A.     The Closing of the Business Combination is conditioned on the approval of each of the proposals presented at the Meeting, except for the Adjournment Proposal. In addition, each of the other proposals (other than the Adjournment Proposal), is conditioned on the approval of all other proposals at the Meeting, except for the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal at the Meeting. It is important to note that in the event that any proposal, other than the Adjournment Proposal, is not approved, then Oxus will not consummate the Business Combination. If Oxus does not consummate the Business Combination and fails to complete an alternate Initial Business Combination by June 8, 2024, or such earlier date (the “Extended Date”) as determined by Oxus’ board of directors (the “Oxus Board”), or amend the Oxus Articles to extend the date by which Oxus must consummate an Initial Business Combination, Oxus will be required to dissolve and liquidate.

Q.     What will happen upon the consummation of the Business Combination?

A.     Following the Continuance and upon the consummation of the Business Combination, Oxus Shareholders immediately prior to the consummation of such transactions will hold one New Borealis Common Share for each Oxus Share held immediately prior to such transactions and each holder of Oxus Warrants immediately prior to such transactions will hold one New Borealis Warrant for each Oxus Warrant held immediately prior to such transactions. Pursuant to the Arrangement (including the Amalgamations contemplated in connection therewith), New Oxus and Amalco will amalgamate and all of the issued and outstanding Borealis Shares, including Borealis Shares issued upon conversion of Borealis Convertible Instruments (which exclude (A) any convertible financing instrument of Borealis that will be repaid prior to the Closing in accordance with its terms, (B) the Remaining Borealis Convertible Instruments and (C) the New Investor Convertible Notes) will be exchanged for New Oxus Common Shares, which New Oxus Common Shares will survive and continue as New Borealis Common Shares following the New Oxus Amalgamation, in accordance with the terms of the Plan of Arrangement. The New Investor Convertible Notes will be converted into New Borealis Common Shares following the New Oxus Amalgamation pursuant to the Plan of Arrangement and in accordance with the conversion terms contained in the applicable New Investor Note Purchase Agreement. Upon the Closing, New Borealis will continue to carry on the business of Borealis under the name “Borealis Foods Inc.” See the question entitled “Why am I receiving this proxy statement/prospectus?

Q:     Following the Business Combination, what will happen to Oxus’ securities?

A:     Oxus’ units, Class A ordinary shares and Oxus Warrants are currently listed on Nasdaq under the symbols “OXUSU,” “OXUS” and “OXUSW,” respectively. In connection with the Continuance, (a) each Oxus Share outstanding immediately prior to the Continuance Effective Time shall become one New Oxus Common Share, and (b) each Oxus Warrant outstanding immediately prior to the Continuance Effective Time shall become a warrant exercisable for one New Oxus Common Share. Upon consummation of the Business Combination, New Borealis will have a single-class share capital structure with New Borealis Common Shares carrying voting rights in the form of one vote per share. The New Borealis Common Shares and the New Borealis Warrants will be listed on Nasdaq under the symbols “BRLS” and “BRLSW,” respectively. Oxus will not have units traded on Nasdaq following the consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part

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of the holders. Oxus Warrant holders and those shareholders who do not elect to have their Class A Shares redeemed need not deliver their Class A Shares or warrant certificates to Oxus or to Oxus’ transfer agent and they will remain outstanding.

Q:     How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any Public Warrant holders post Business Combination?

A:     The Public Warrants are identical to the Private Placement Warrants in material terms and provisions, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of our Initial Business Combination (except in limited circumstances). With respect to the Private Placement Warrants held by the Underwriters, for so long as such warrants are held by the Underwriters, such warrants will not be exercisable more than five years from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(f)(2)(G)(i). Oxus Initial Shareholders have agreed not to transfer, assign or sell any of the Private Placement Warrants (including the ordinary shares issuable upon exercise of any of these warrants) until the date that is thirty (30) days after the date we complete our Initial Business Combination, except in limited circumstances.

Following the Closing, New Borealis has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of New Borealis Common Shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which New Borealis gives proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by New Borealis, New Borealis may not exercise its redemption right if the issuance of New Borealis Common Shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification. New Borealis will use its best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered. Redemption of the outstanding warrants could force you (1) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (2) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (3) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

Historical trading prices for Class A Shares have varied between a low of approximately $9.51 per share to a high of approximately $11.32 per share, but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the Public Warrants would become redeemable). In the event that Oxus elects to redeem all of the redeemable warrants as described above, Oxus will fix a date for the redemption.

Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to CST.

Q.     Why is Oxus proposing the Business Combination Proposal?

A.     Oxus was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Oxus received $175,950,000 from the IPO and sale of the Private Placement Warrants, which was placed into a trust account immediately following the IPO. In accordance with the Oxus Articles, the funds held in the trust account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the trust account upon consummation of the Business Combination?

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There currently are 6,552,131 shares of Class A Shares and Class B Shares issued and outstanding, consisting of 1,939,631 Class A Shares originally sold as part of the units in Oxus’ IPO, 300,000 Class A Shares issued to the Underwriters, 1,500,000 Class A Shares converted from 1,500,000 Class B Shares on a one-to-one basis on April 5, 2023 and 2,812,500 Founder Shares that were issued to the Sponsor (of which 150,000 Founder Shares were transferred to each of Oxus’ independent directors). In addition, there currently are 26,550,000 warrants issued and outstanding, including 9,300,000 Private Placement Warrants that were sold by Oxus to the Sponsor in a private sale simultaneously with Oxus’ IPO. Each whole warrant entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share. The warrants will become exercisable 30 days after the completion of Oxus’ Initial Business Combination, and expire at 5:00 p.m., New York City time, five years after the completion of Oxus’ Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants, however, are non-redeemable so long as they are held by their initial purchaser, the Sponsor or its permitted transferees.

Under the Oxus’ Articles, Oxus must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Oxus’ Initial Business Combination either in conjunction with a tender offer or in conjunction with a shareholder vote.

Q.     Why is Oxus proposing the Share Issuance Proposal?

A.     Oxus is seeking shareholder approval of the Share Issuance Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (b). Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares outstanding before the issuance of the stock or securities. Under Nasdaq Listing Rule 5635(b), shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the registrant. Oxus anticipates that the 13,300,000 New Oxus Common Shares to be issued to Borealis’ shareholders, which New Oxus Common Shares will survive and continue as New Borealis Common Shares following the New Oxus Amalgamation, in connection with the Business Combination will, in the aggregate, constitute (i) more than 20% of the Class A Shares outstanding immediately prior to the Closing and (ii) a change of control of Oxus. As a result, Oxus is required to obtain shareholder approval of such issuances pursuant to the Nasdaq Rule 5635. For more information, see the section entitled “Oxus Shareholder Proposal No. 4 — The Share Issuance Proposal.” The Share Issuance Proposal is conditioned on the approval of the Business Combination Proposal.

Q.     Why is Oxus proposing the Incentive Plan Proposal?

A.     The purpose of the Incentive Plan will be to promote the success and enhance the value of New Borealis and its subsidiaries by linking the individual interests of the members of the board of directors, employees, and consultants to those of New Borealis Shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to New Borealis Shareholders. The Incentive Plan will also provide flexibility to New Borealis in its ability to motivate, attract, and retain the services of members of the board of directors, employees, and consultants upon whose judgment, interest, and special effort the successful conduct of New Borealis’ operation will be largely dependent.

Q.     How do the Oxus Articles differ from the proposed New Borealis Governing Documents (i.e., the articles and by-laws to be adopted in connection with the Business Combination pursuant to the Governing Documents Proposals)?

A.     The provisions of the Oxus’ Articles relating to the Class B Shares, the IPO, the Sponsor, the Business Combination and other related matters will not be reproduced in the New Borealis Governing Documents as they will no longer be relevant. As the Class B Shares will be deemed to be converted into Class A Shares following the Continuance, the New Borealis Governing Documents will provide that its authorized capital will consist of: (i) an unlimited number of Common Shares and (ii) a limited number of First Preferred Shares, issuable in series, limited in number to an amount equal to not more than 20% of the number of issued and outstanding Common Shares at the time of issuance of any First Preferred Shares.

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Subject to certain rights of the holders of New Borealis Preferred Shares, holders of New Borealis Common Shares will have the right to: (i) receive notice of, and to attend and vote at all meetings of the shareholders of New Borealis (with each New Borealis Common Share entitling the holder thereof to one vote); (ii) receive dividends declared on the common shares; and (iii) to receive the remaining property and assets of New Borealis in the event of a liquidation, dissolution or winding up of New Borealis. In accordance with the New Borealis Governing Documents, the New Borealis Board will be authorized to issue New Borealis Preferred Shares from time to time in one or more series and to fix the rights, privileges, restrictions and conditions, if any, of such series of New Borealis Preferred Shares.

New Borealis will have customary by-laws for a public company incorporated under the OBCA. Its board of directors will consist of a maximum of 13 directors and, as opposed to Oxus’ Articles, the board will not be divided into classes and each director will be elected on an annual basis. The board of directors, the Chair of the board, the President and the Chief Executive Officer of New Borealis will have the power to call a meeting of shareholders upon notifying the shareholders at least 21 days and not more than 50 days prior to the date of any such meeting. The New Borealis’ By-laws will provide that a quorum is present at a meeting of shareholders if two persons present and holding or representing by proxy at least 33-1/3% of the shares entitled to vote at such meeting. Any question at a meeting of shareholders will be decided by a majority of the votes cast on the question unless the articles, the by-laws, the OBCA or other applicable law requires otherwise. The chair of any meeting of shareholders will not be entitled to a second or casting vote in the event that there is an equality of votes.

The New Borealis By-laws will include an advance notice provision which sets out the manner in which persons may be nominated for election to the board of directors. Among other things, the advance notice provision will provide that notice of a nomination must be provided to the board of directors, in the case of an annual meeting, not less than 30 days and not more than 65 days prior to the date of the meeting, and in the case of a special meeting (which is also not an annual meeting), not later than the close of business on the 15th day following the day that is the earlier of the date that a notice of meeting is filed for such meeting and the date on which the first public announcement of the date of the special meeting of shareholders was made. A proper notice must be in written form and set forth certain prescribed information about the proposed nominee and the nominating shareholder.

Q.     Who is Borealis?

A.     Borealis is a food technology company that has developed high-quality, affordable, sustainable, and nutritious ready-to-eat meals. Borealis is a mission driven company committed to utilizing its products to help solve national and global food security and nutrition challenges. Borealis’ commitment to nutrition, affordability and sustainability reflects its goal of positively impacting both human life and the planet.

Food and nutritional insecurity impact an estimated 821 million people across the globe, according to the World Health Organization. Food production accounts for approximately 30% of the world’s energy consumption and 22% of global greenhouse gas emissions. Feeding the world’s population a healthy diet within the earth’s boundaries requires an urgent transition to a sustainable model. While the scale of the challenge is undeniably significant, Borealis believes its innovative technology not only offers a pathway to a more sustainable future, but a potential tool in the fight against world hunger. Through the development and launch of its ready-made ramen, featuring 20 grams of complete plant-based protein per serving, Borealis is developing advanced solutions to address global food challenges.

Q.     What equity stake will current Oxus Shareholders and Borealis Shareholders have in New Borealis after the Closing?

A.     It is anticipated that, upon completion of the Business Combination, (i) Oxus’ existing public shareholders will own approximately 8.61% of the outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 24.59% of the outstanding New Borealis Common Shares, (iii) Oxus’ independent directors will own approximately 0.67% of the outstanding New Borealis Common Shares, (iv) EarlyBirdCapital will own approximately 0.67% of the outstanding New Borealis Common Shares, (v) Sova Capital will own approximately 0.67% of the outstanding New Borealis Common Shares, (vi) the existing Borealis Shareholders will own approximately 49.63% of the outstanding New Borealis Common Shares, and (vii) the New Investors will own approximately 15.16% of the outstanding New Borealis Common Shares.

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The expected number of New Borealis Common Shares to be issued by New Oxus and the ownership percentages set forth above are calculated based on a number of assumptions, including that (i) none of Oxus’ existing public shareholders exercise their redemption rights, (ii) 750,000 Founder Shares are forfeited by the Sponsor pursuant to that certain Sponsor Support Agreement (as defined below); (iii) Borealis Indebtedness immediately prior to the Arrangement (as calculated in accordance with the terms of the Business Combination Agreement) will be approximately $17,000,000, and are subject to adjustment in accordance with the terms of the Business Combination Agreement, and (iv) the Sponsor Convertible Notes are fully converted to Borealis Shares in accordance with the terms of the Sponsor Note Purchase Agreement (as defined in the Business Combination Agreement) and the Plan of Arrangement. If the actual facts are different than these assumptions, the percentage ownership retained by Oxus’ existing shareholders will be different.

For example, assuming that public shareholders exercise their redemption rights with regard to 969,815 Public Shares (the illustrative redemption scenario) and no additional equity securities of Oxus are issued, (i) Oxus’ existing public shareholders will own approximately 4.50% of the outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 25.69% of the outstanding New Borealis Common Shares, (iii) Oxus’ independent directors will own approximately 0.70% of the outstanding New Borealis Common Shares, (iv) EarlyBirdCapital will own approximately 0.70% of the outstanding New Borealis Common Shares, (v) Sova Capital will own approximately 0.70% of the outstanding New Borealis Common Shares, (vi) the existing Borealis Shareholders will own approximately 51.87% of the outstanding New Borealis Common Shares, and (vii) the New Investors will own approximately 15.84% of the outstanding New Borealis Common Shares, in each case upon completion of the Business Combination.

Assuming that public shareholders exercise their redemption rights with regard to 1,939,631 Public Shares (the maximum redemption scenario) and no additional equity securities of Oxus are issued, (i) Oxus’ existing public shareholders will not own any New Borealis Common Shares, (ii) the Sponsor will own approximately 26.9% of the outstanding New Borealis Common Shares, (iii) Oxus’ independent directors will own approximately 0.73% of the outstanding New Borealis Common Shares, (iv) EarlyBirdCapital will own approximately 0.73% of the outstanding New Borealis Common Shares, (v) Sova Capital will own approximately 0.73% of the outstanding New Borealis Common Shares, (vi) the existing Borealis Shareholders will own approximately 54.31% of the outstanding New Borealis Common Shares, and (vii) the New Investors will own approximately 16.6% of the outstanding New Borealis Common Shares, in each case upon completion of the Business Combination.

Q.     How much dilution may non-redeeming Oxus shareholders experience in connection with the Business Combination and what equity stake will current Oxus shareholders and Borealis Shareholders have in New Borealis after the Closing?

A.     Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

If a public shareholder exercises its redemption rights, such exercise will not result in the loss of any Public Warrants that it may hold. We cannot predict the ultimate value of the Oxus Warrants following the consummation of the Business Combination, but assuming that 1,939,631 Class A Shares held by our public shareholders were redeemed (maximum redemption scenario), the 17,250,000 retained outstanding Public Warrants would have an aggregate value of $1,725,000, based on the price per Public Warrant of $0.10 on January 11, 2024, the most recent practicable date prior to the date of this proxy statement/prospectus. In addition, on January 11, 2024, the most recent practicable date prior to the date of this proxy statement/prospectus, the price per share of Class A Shares closed at $11.30. If the Class A Shares are trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to the non-redeeming public shareholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming public shareholders.

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The tables below illustrates the anticipated relative ownership of public shareholders, the Initial Shareholders (being the Sponsor, the independent directors of Oxus and the designees of EarlyBirdCapital and Sova Capital), the Borealis Shareholders and the New Investors upon completion of the Business Combination without and after giving effect to the additional dilution that may be caused by the exercise of the outstanding Public Warrants or Private Warrants, or any issuance pursuant to the 2023 Equity Incentive Plan under various redemption scenarios. In the no redemption scenario as described below in the sensitivity table, the residual equity value owned by the non-redeeming public shareholders is assumed to be the deemed value of $10.00 per share and the implied total equity value of New Borealis following the Business Combination, assuming no dilution from any additional dilution sources described in the table below, would be approximately $225.17 million. As a result of the respective redemption amounts in the 50% redemptions and 100% redemptions scenarios as described below in the sensitivity table, the implied total equity value of New Borealis following the Business Combination, assuming no dilution from any additional dilution sources described in the table below, would be (a) approximately $214.47 million in the 50% redemptions scenario, and (b) approximately $203.76 million in the 100% redemptions scenario. Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the additional dilution sources in each redemption scenario, as described further in Notes 8 through 10 below. Shareholders will experience additional dilution to the extent that New Borealis issues any such additional shares after the Closing.

Holders

 

No
Redemption
Scenario(1)

 

% of
Total

 

50%
Redemptions
Scenario(2)

 

% of
Total

 

100%
Redemptions
Scenario(3)

 

% of
Total

Public Shareholders

 

 

1,939,631

 

8.61

%

 

 

969,816

 

4.50

%

 

 

 

%

Sponsor

 

 

5,536,344

 

24.59

%

 

 

5,536,344

 

25.69

%

 

 

5,536,344

 

26.90

%

Oxus Directors

 

 

150,000

 

0.67

%

 

 

150,000

 

0.70

%

 

 

150,000

 

0.73

%

EarlyBirdCapital

 

 

150,000

 

0.67

%

 

 

150,000

 

0.70

%

 

 

150,000

 

0.73

%

Sova Capital

 

 

150,000

 

0.67

%

 

 

150,000

 

0.70

%

 

 

150,000

 

0.73

%

Borealis Equityholders

 

 

11,176,156

 

49.63

%

 

 

11,176,156

 

51.87

%

 

 

11,176,156

 

54.31

%

New Investors

 

 

3,415,247

 

15.16

%

 

 

3,415,247

 

15.84

%

 

 

3,415,247

 

16.60

%

Total Shares Outstanding, Excluding Warrants(4)

 

 

22,517,378

 

100.00

%

 

 

21,547,563

 

100.00

%

 

 

20,577,747

 

100.00

%

Total Equity Value Post-Redemptions

 

$

225,173,780(5a)

   

 

 

$

214,467,022(5b)

   

 

 

$

203,760,254(5c)

   

 

Per Share Value

 

 

     

 

 

 

     

 

 

 

     

 

Pro Forma Book Value per Share(6a)

 

$

10.00(5a)

   

 

 

$

9.95(5b)

   

 

 

$

9.90(5c)

   

 

Additional Dilution Sources

 

No
Redemption
Scenario(1)

 

% of
Total

 

50%
Redemptions
Scenario(2)

 

% of
Total

 

100%
Redemptions
Scenario(3)

 

% of
Total

Public Warrants(8)

 

17,250,000

 

43.4

%

 

17,250,000

 

44.5

%

 

17,250,000

 

45.6

%

Private Warrants(9)

 

9,300,000

 

29.2

%

 

9,300,000

 

30.1

%

 

9,300,000

 

31.1

%

Total Additional Dilution Sources(10)

 

26,550,000

 

72.6

%

 

26,550,000

 

74.5

%

 

26,550,000

 

76.7

%

____________

Note: Percentages may not sum due to rounding.

(1)      This scenario assumes that no Class A Shares are redeemed from the public shareholders.

(2)      This scenario assumes that 50% of Class A Shares are redeemed from the public shareholders.

(3)      This scenario assumes that 100% of Class A Shares are redeemed from the public shareholders, which, based on the amount of $21.42 million (net of approximately $0.11 million redemptions in December 2023) in the trust account as of September 30, 2023, represents the 100% redemptions scenario.

(4)      The share amounts held by the public shareholders and the Oxus Initial Shareholders set forth in the first table above are based on 6,561,968 shares of Oxus Ordinary Shares, of which 3,749,468 were Class A Shares and 2,812,500 were Class B Shares, issued and outstanding as of September 30, 2023. The share amounts and ownership percentages set forth in the first table above do not take into account the additional sources of dilution set forth in the second table below. Shareholders will experience additional dilution to the extent New Borealis issues any such additional shares after the Closing.

(5a)    This scenario assumes that the Total Shares Outstanding have a value of $10.00 per share.

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(5b)    Based on a total equity value of New Borealis of approximately $214.47 million, or approximately $225.17 million less approximately $10.7 million (or approximately $11.04 per share, representing the original per share portion of the principal in the trust account and the interest accrued thereon) that would be paid from the trust account to redeem 969,815 Public Shares in connection with the Business Combination.

(5c)    Based on a total equity value of New Borealis of $203.76 million or approximately $225.17 million less approximately $21.42 million (or approximately $11.04 per share, representing the original per share portion of the principal in the trust account and the interest accrued thereon) that would be paid from the trust account to redeem 1,939,631 Public Shares in connection with the Business Combination.

(6a)    Calculation of value per share does not take into account the additional sources of dilution, as described in Notes 8 through 10 below.

(6b)    Calculation of value per share assumes the issuance of the maximum amount of New Borealis Common Shares in connection with the additional dilution sources, as described in Notes 8 through 10 below. In addition, calculation of value per share in the rows entitled “Public Warrants” and “Private Warrants” is based on the applicable Total Equity Value Post-Redemptions in the no redemption scenario, the 50% redemptions scenario and the 100% redemptions scenario plus the full exercise of the applicable maximum number of Oxus Warrants at $11.50 per share for a total cash exercise price of approximately $198.4 million in the row entitled “Public Warrants,” or approximately $107.0 million in the row entitled “Private Warrants,” respectively. Calculation of value per share in the row entitled “Total Additional Dilution Sources” is based on the applicable Total Equity Value Post-Redemptions in the no redemption scenario, the 50% redemptions scenario and the 100% redemptions scenario plus the full exercise of the applicable maximum number of Oxus Warrants at $11.50 per share in the rows entitled “Public Warrants” and “Private Warrants.”

(7)      The Percentage of Total with respect to each additional dilution source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issuable with respect to the applicable additional dilution source in both the numerator and denominator.

(8)      This row assumes exercise of all Public Warrants outstanding as of September 30, 2023, to purchase 17,250,000 Class A Shares. Percentages in this row represent (a) the 17,250,000 Class A Shares underlying the Public Warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding Excluding Warrants” plus (ii) 17,250,000 Class A Shares underlying the Public Warrants.

(9)      This row assumes exercise of all Private Warrants outstanding as of September 30, 2023, to purchase 9,300,000 Class A Shares. Percentages in this row represent (a) the 9,300,000 Class A Shares underlying the Private Warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding Excluding Warrants” plus (ii) 9,300,000 Class A Shares underlying the Private Warrants.

(10)    This row assumes the issuance of all New Borealis Common Shares in connection with each of the additional dilution sources, as described further in Notes 8 through 10 above, which equals 22,517,378 New Borealis Common Shares in the no redemption scenario, 21,547,563 New Borealis Common Shares in the 50% redemptions scenario, or 20,577,747 New Borealis Common Shares in the 100% redemptions scenario, in each case, following the consummation of the Business Combination. Percentages in this row represent (a) the foregoing share amounts, as applicable, divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding Excluding Warrants” plus (ii) 22,517,378 New Borealis Common Shares in the no redemption scenario, 21,547,563 New Borealis Common Shares in the 50% redemptions scenario, or 20,577,747 New Borealis Common Shares in the 100% redemptions scenario.

The numbers of shares and percentage interests set forth in the tables above are based on a number of assumptions described in the footnotes to the tables and that neither Oxus nor Borealis issues any additional equity securities prior to the Business Combination. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.

Q.     Who will be the officers and directors of New Borealis if the Business Combination is consummated?

A.     The Business Combination Agreement provides that, immediately following the consummation of the Business Combination, the New Borealis Board will be comprised of seven directors, including two directors nominated by Borealis, two directors nominated by the Sponsor, one director nominated by Belphar Ltd. and two independent directors.

Upon the Closing, the initial directors of New Borealis are expected to be Reza Soltanzadeh, Barthelemy Helg, Kanat Mynzhanov, Shiv Vikram Khemka, Shukhrat Ibragimov, Steven Oyer and Ertharin Cousin.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement that must be satisfied or waived in order to complete the Business Combination, including, among others, that (i) receipt of approval by the shareholders of each of Oxus and Borealis, (ii) receipt of all pre-Closing approvals or clearances reasonably required under any applicable antitrust laws and foreign direct investment laws, including approval

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under the Investment Canada Act, (iii) receipt of all required third-party consents by Borealis, (iv) no law or order will have been passed preventing the consummation of the Business Combination, (v) after giving effect to the redemptions, Oxus has at least $5,000,001 of net tangible assets as required by its Articles and as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act, (vi) the amount of Closing Available Cash is at least $30,000,000, and (vii) the registration statement on Form S-4 which includes this proxy statement/prospectus (the “Registration Statement”) has been declared effective by the SEC. The obligations of Oxus and Newco to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) no occurrence of Borealis Material Adverse Effect, (ii) delivery of certain required consents, documents and certificates, (iii) delivery of the audited consolidated balance sheet of Borealis as of December 31, 2021 and the audited consolidated balance sheet of Borealis as of December 31, 2022, and the related audited consolidated statements of income of Borealis for such years, each audited in accordance with the auditing standards of the PCAOB, together with an audit report thereon from the Company’s independent public accountants, (iv) Borealis Indebtedness not exceeding $17,000,000 and (v) obtaining the ICA Approval (which has already been obtained). The obligation of Borealis to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) no occurrence of an Oxus Material Adverse Effect, (ii) delivery of certain required consents, documents and certificates, and (iii) listing on Nasdaq or another agreed upon national securities exchange. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement.”

Q.     What happens if I sell my Oxus Shares before the Meeting?

A.     The record date for the Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your Oxus Shares after the record date, but before the Meeting, unless the transferee obtains from you a proxy to vote those Oxus Shares, you will retain your right to vote at the Meeting. However, you will not be entitled to receive any New Borealis Common Shares following the Closing because only Oxus Shareholders on the date of the Closing will be entitled to receive shares of New Borealis Common Shares in connection with the Closing.

Q.     What vote is required to approve the proposals presented at the Meeting of Oxus Shareholders?

A.     The approval of each of the Share Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the Oxus Shares present virtually, in person or represented by proxy and entitled to vote at the Meeting.

The approval of each of the Business Combination Proposal, the Continuance Proposal and the Governing Documents Proposals requires the affirmative vote of the holders of at least two-thirds of the Oxus Shares present virtually, in person or represented by proxy and entitled to vote at the Meeting of shareholders.

Accordingly, if a shareholder fails to attend virtually or in person at the Meeting or fails to submit a valid proxy (or have its broker or other nominee submit one on its behalf), such Oxus Shares will not be counted for the purposes of establishing a quorum. If a shareholder does not attend the Meeting (virtually or in person) or appoint a proxy, such shares will not be counted for the purposes of any vote. Abstentions, shares represented at the Meeting online or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the shareholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. However, neither a shareholder’s failure to vote online or by proxy, a broker non- vote nor an abstention will be considered a vote cast at the Meeting and thus will have no effect on the outcome of any of the proposals presented at the Meeting. If you sign and return your proxy card without indicating how you wish to vote, with respect to any proposal presented at the Meeting, your proxy will be voted in favor of such proposal.

Q.     Do Borealis’ shareholders need to approve the Business Combination?

A.     Yes. It is a condition to Closing that Borealis Shareholders approve the Arrangement and related transactions. Such approvals are expected to be obtained at the Borealis Shareholders Meeting to be held on or about January 29, 2024. In addition, the Final Order approving the Arrangement is expected to be obtained from the Ontario Superior Court of Justice (Commercial List) shortly after the Borealis Shareholders approve the Arrangement and related transactions at the Borealis Shareholders Meeting.

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Q.     Do Borealis’ shareholders have dissent rights?

A.     Borealis Shareholders were not granted and do not have dissent rights in connection with the Arrangement.

Q.     May Oxus, the Sponsor or Oxus’ directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.     In connection with the shareholder vote to approve the Business Combination, the Sponsor and Oxus’ directors, officers, advisors or their affiliates may privately negotiate transactions to purchase Class A Shares from shareholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per-share pro rata portion of the trust account. None of the Sponsor or Oxus’ directors, officers, advisors or their affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase of shares may include a contractual acknowledgement that such shareholder, although still the record holder of the Class A Shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Oxus’ directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

Any such privately negotiated purchases may not be effected at purchase prices that are in excess of the per-share pro rata portion of the trust account. The purpose of such share purchases would be to increase the amount of cash available to Oxus for use in the Business Combination, and satisfy the Closing condition in the Business Combination Agreement that Oxus has, in the aggregate, cash (held both in and outside of the trust account) that is equal to or greater than $30,000,000 (after deducting any amounts paid to Oxus’ public shareholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred by Oxus). To the extent that any public shares of Oxus are purchased, such public shares will not be voted in favor of approving any of the Proposals as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC.

Q.     How many votes do I have at the Meeting?

A.     Oxus’ shareholders are entitled to one vote at the Meeting for each Oxus Share held of record as of the record date. As of the close of business on the record date, there were 6,552,131 outstanding Oxus Shares, of which 1,939,631 are Class A Shares originally sold as part of the units in Oxus’ IPO, 300,000 Class A Shares issued to the Underwriters, 1,500,000 are Class A Shares converted from 1,500,000 Class B Shares on a one-to-one basis on April 5, 2023 and 2,812,500 are Class B Shares that were issued to the Sponsor as Founder Shares (of which 150,000 Founder Shares were transferred to each of Oxus’ independent directors).

Q.     How will the Oxus Initial Shareholders of Oxus vote?

A.     Concurrently with the execution of the Business Combination Agreement, Oxus, Sponsor and Borealis entered into a Sponsor Support Agreement with the Oxus Initial Shareholders, pursuant to which, among other things, such holders agreed to (i) vote its Founder Shares in favor of the Business Combination and the Oxus Proposals, (ii) not redeem its Founder Shares, (iii) waive certain of its anti-dilution rights, (iv) convert the Sponsor Convertible Notes, and (v) forfeit certain of its Founder Shares as a part of incentive equity compensation for directors, officers and employees of New Borealis (subject to terms and conditions set forth in the Sponsor Support Agreement).

Q.     What interests do Oxus’ current officers and directors have in the Business Combination?

A.     Oxus’ directors, executive officers and Underwriters may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

        the beneficial ownership of the Sponsor of Oxus, which is controlled by Kenges Rakishev, Oxus’ Non-Executive Chairman and Director, of an aggregate of 13,462,500 Oxus Ordinary Shares, consisting of:

        4,162,500 Founder Shares purchased by the Sponsor for an aggregate price of $25,000, including 1,500,000 Class A Shares converted from 1,500,000 Class B Shares on a one-for-one basis on April 5, 2023, and 2,812,500 Class B Shares, which shares will be converted into Class A Shares immediately prior to the Closing; and

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        9,300,000 Class A Shares underlying Private Warrants purchased by the Sponsor at $1.00 per warrant for an aggregate purchase price of approximately $9,300,000.

        All of the above Founder Shares and warrants would become worthless if Oxus does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $47,036,250 and $930,000, respectively, based on the closing price of Class A Shares of $11.30 and the closing price of Oxus Warrants of $0.10 on the Nasdaq on January 11, 2024;

        the Sponsor paid an aggregate of $9,325,000 for the Founder Shares and the Private Warrants and, as of January 11, 2024, extended to Oxus working capital loans in the aggregate principal amount of $3,988,000 pursuant to the Second Amended and Restated Promissory Note dated October 2, 2023, and, not including the repayment of the working capital loans, the Sponsor has approximately an aggregate of $47,966,250 at risk that depends upon the completion of a business combination. Specifically, approximately $47,036,250 of such at-risk amount is the aggregate market value of the Founder Shares based on the closing price of Class A Shares of $11.30 on the Nasdaq on January 11, 2024, and approximately $930,000 of such at-risk amount is the aggregate market value of the Private Warrants based on the closing price of Oxus Warrants of $0.10 on the Nasdaq on January 11, 2024. There are no fees contingent upon a business combination payable to the Sponsor or its affiliates upon consummation of the Business Combination. There are currently no out-of-pocket expenses reimbursable or other service fees owed to Oxus’ directors and officers or affiliates, other than the unpaid accrued fees under the administrative services agreement between the Sponsor and Oxus in the amount of $10,000 as of September 30, 2023. There are currently no outstanding loans to Oxus from the Sponsor, other than the Working Capital Loans in the principal amount of $3,988,000 as of January 11, 2024, as further described below. The foregoing interests present a risk that the Sponsor will benefit from the completion of a business combination, including in a manner that may not be aligned with public shareholders. As such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

        the beneficial ownership of the Sponsor of Borealis and New Borealis. Borealis executed the Sponsor Note Purchase Agreement with the Sponsor on October 21, 2022 (as amended and restated on November 14, 2022) for an aggregate principal amount of $20,000,000, which funding was completed by the Sponsor on December 9, 2022. The Sponsor Convertible Notes issued to Sponsor pursuant to the Sponsor Note Purchase Agreement will convert into 2,123,844 Borealis Shares at the Closing pursuant to the terms of the Sponsor Note Purchase Agreement, which reflects $120,000,000 valuation divided by the fully diluted number of outstanding shares and discounted by five percent. Assuming maximum redemption scenario and conversion of the 100% of the Sponsor Convertible Notes, it is anticipated that the Sponsor will own 26.90% of the New Borealis upon consummation of the Business Combination. Other than repayment or conversion of Sponsor Convertible Notes and the repayment of the Second Amended and Restated Promissory Note dated October 2, 2023 in connection with the consummation of the Business Combination, there are presently no fees that will be paid to the Sponsor upon consummation of the Business Combination and no out-of-pocket expenses have been incurred that would be reimbursed upon consummation of the Business Combination;

        the beneficial ownership of Oxus’ independent directors, Christophe Charlier, Karim Zahmoul and Shiv Vikram Khemka, who each hold 50,000 Founder Shares with a total market value of approximately $1,695,000 based on the closing price of Class A Shares of $11.30 on the Nasdaq on January 11, 2024. The Founder Shares would become worthless if Oxus does not complete a business combination within the applicable time period, as the independent directors have waived any right to redemption with respect to these shares;

        the fact that given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Public Units sold in the IPO and the substantial number of Class A Shares that the Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor may earn a positive rate of return on their investment even if the Class A Shares trade below the price initially paid for the Public Units in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

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        the economic interests in the Sponsor held directly or indirectly by certain of Oxus’ officers and directors, including Kenges Rakishev, which gives him an indirect pecuniary interest in the securities of Oxus, including the Founder Shares and Private Warrants held by the Sponsor and which interest will become worthless if Oxus does not consummate an initial business combination within the applicable time period. Given (i) the differential in the purchase price that the Sponsor and certain of Oxus’ officers and directors paid for their direct or indirect interest in Founder Shares as compared to the price of the Class A Shares, (ii) the differential in the purchase price that the Sponsor and certain of Oxus’ officers and directors paid for their direct or indirect interest in the Private Warrants as compared to the price of the Public Warrants, and (iii) the substantial number of Class A Shares that the Sponsor and these officers and directors will receive upon conversion of the Founder Shares and/or Private Warrants, the Sponsor and these officers and directors can earn a positive return on their investment, even if Public Stockholders have a negative return on their investment;

        the continued right of the Sponsor to hold Class A Shares and the Class A Shares to be issued to the Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods;

        the agreement by the Sponsor and Oxus’ executive officers and directors to vote any Oxus Ordinary Shares held by them in favor of the Business Combination Proposal;

        the fact that if the trust account is liquidated, including in the event Oxus is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Oxus to ensure that the proceeds in the trust account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Oxus has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Oxus, but only if such a vendor or target business has not executed a waiver (other than Oxus’ independent public accountants) of any and all rights to amounts held in the trust account;

        the fact that the Sponsor has made available to Oxus a loan of up to $6,000,000 pursuant to the Second Amended and Restated Promissory Note dated October 2, 2023, of which $3,988,000 was advanced by the Sponsor to Oxus as of January 11, 2024, and that the note will mature on the date on which Oxus consummates its initial business combination (and as such, such loan is expected to be repaid in connection with the Closing);

        the fact that Oxus’ board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on Oxus’ behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the trust account, unless a business combination is consummated;

        Oxus’ Third Amended and Restated Articles of Association provide that the doctrine of corporate opportunity will not apply with respect to Oxus or any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Oxus does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, Oxus’ officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to Oxus as well as the other entities with which they are affiliated. Oxus’ management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Oxus’ management has a pre-existing fiduciary obligation will be presented the opportunity before Oxus is presented with it. Oxus does not believe, however, that the fiduciary duties or contractual obligations of Oxus’ officers or directors or waiver of corporate opportunity materially affected Oxus’ search for a business combination. Oxus is not aware of any such corporate opportunity not being offered to Oxus and does not believe the renouncement of Oxus’ interest in any such corporate opportunities impacted Oxus’ search for an acquisition target;

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        the potential continuation of certain of Oxus’ directors as directors of New Borealis;

        on September 22, 2023, the Sponsor entered into incentive agreements with each of Kanat Mynzhanov and Askar Mametov, pursuant to which, solely upon and subject to successful completion of the Business Combination, the Sponsor will transfer to Mr. Mynzhanov 200,000 of its shares of New Borealis and to Mr. Mametov 50,000 of its shares of New Borealis;

        the continued indemnification of current directors and officers of Oxus and the continuation of directors’ and officers’ liability insurance after the Business Combination; and

        on September 2, 2021, Oxus engaged EarlyBirdCapital and Sova Capital, pursuant to the Business Combination Marketing Agreement dated September 2, 2021, as advisors in connection with a Business Combination to assist Oxus in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce Oxus to potential investors that are interested in purchasing Oxus’ securities in connection with a Business Combination, assist Oxus in obtaining shareholder approval for the Business Combination and assist Oxus with its press releases and public filings in connection with the Business Combination. Pursuant to the Business Combination Agreement, Oxus is to pay EarlyBirdCapital and Sova Capital a business combination marketing fee for such services upon the consummation of a Business Combination of approximately $5.2 million, equal to 3.0% of the gross proceeds of Oxus’ IPO (exclusive of any applicable finders’ fees which might become payable), which fee is not impacted by the size of such transaction or the level of redemptions associated therewith.

These interests may influence Oxus’ board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should also read the section entitled “The Business Combination — Interests of Oxus’ Directors and Officers in the Business Combination.”

Q.     Did the Oxus Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     Yes. On February 22, 2023, at a meeting of the Oxus Board, Scalar, LLC (“Scalar”) rendered its oral opinion to the Oxus Board, subsequently confirmed in writing, as to the fairness, from a financial point of view, as of such date, to the Class A Shareholders (for purposes of such opinion and this proxy statement/prospectus, other than Borealis, the Sponsor and their respective affiliates, which are referred to collectively as the Excluded Parties) of the Consideration (as defined in such opinion) to be paid by Oxus pursuant to the Business Combination Agreement (without giving effect to any impact of the Business Combination on any particular Class A Shareholder other than in its capacity as a Class A Shareholder), based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Scalar in preparing its opinion.

The full text of Scalar’s written opinion, dated February 22, 2023, which sets forth the procedures followed, assumptions made, matters considered, qualifications and limitations on the review undertaken, and other matters considered by Scalar in connection with the opinion, is attached to this proxy statement/prospectus as Annex L. The summary of Scalar’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Scalar’s written opinion. Scalar’s advisory services and opinion were provided for the information and assistance of the Oxus Board and the opinion does not constitute a recommendation as to how any shareholder of Oxus should vote or act (including with respect to any redemption rights) with respect to the Business Combination or any other matter.

Q.     What happens if the Business Combination Proposal is not approved?

A.     If the Business Combination Proposal is not approved and Oxus does not consummate a Business Combination by the Extended Date, or amend the Oxus Articles to extend the date by which Oxus must consummate an Initial Business Combination, Oxus will be required to dissolve and liquidate the trust account.

Q.     Do I have redemption rights?

A.     If you are a holder of Public Shares, you may redeem, prior to the Continuance, your Public Shares for cash equal to your pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of Oxus’ IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Oxus to pay its income taxes

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and for working capital purposes. The per-share amount Oxus will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions Oxus will pay to the Underwriters if the Business Combination is consummated. Holders of the outstanding warrants issued in Oxus’ IPO (the “Public Warrants”) do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor and independent directors of Oxus have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares that they may have acquired during or after Oxus’ IPO in connection with the completion of Oxus’ Initial Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the trust account of approximately $21.96 million on January 11, 2024, the estimated per share redemption price would have been approximately $11.32. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the trust account, including interest earned on the funds held in the trust account and not previously released to Oxus to pay taxes, in connection with the liquidation of the trust account.

Q.     Is there a limit on the number of Public Shares I may redeem?

A.     A public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a public shareholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by him or her for cash.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus, or do not vote your shares. As a result, the Business Combination Proposal, the Continuance Proposal, the Governing Documents Proposals, the Share Issuance Proposal, and the Incentive Plan Proposal can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the continued listing standards of the Nasdaq.

Q.     How do I exercise my redemption rights?

A.     In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on January 31, 2024 (two business days before the Meeting), (i) submit a written request to Oxus’ transfer agent that Oxus redeem your Public Shares for cash, and (ii) deliver your share certificates to Oxus’ transfer agent physically or electronically through DTC. The address of Continental Stock Transfer & Trust Company, Oxus’ transfer agent, is listed under the question “Who can help answer my questions?” below. Oxus requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your share certificates generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your share certificates are delivered to Oxus’ transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Oxus’ transfer agent will need to act to facilitate the request. It is Oxus’ understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because Oxus does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Oxus’ consent, until the vote is taken with respect to the proposals to be presented at the Meeting. If you delivered your share certificates for redemption to Oxus’ transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Oxus’ transfer agent return the share certificates (physically or electronically). Such requests may be made by contacting Oxus’ transfer agent at the phone number or address listed under the question “Who can help answer my questions?

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences for U.S. Holders Exercising Redemption Rights.” If you are a U.S. Holder of Class A Shares contemplating exercise of your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q.     Will holders of Oxus Shares be taxed on the New Oxus Common Shares received in the Continuance or the New Borealis Common Shares received in the Amalgamations?

A.     Subject to the limitations and qualifications described in “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders” below, the Continuance and the Amalgamations are generally intended to be tax-deferred to U.S. Holders (as defined in the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders”) of Class A Shares and Public Warrants for U.S. federal income tax purposes, except to the extent that U.S. Holders of Class A Shares receive cash pursuant to the exercise of redemption rights.

The tax consequences of the Continuance and the Amalgamations/Arrangement are complex and will depend on your particular circumstances. For a more complete discussion of the U.S. federal income tax considerations of the Continuance and Amalgamations/Arrangement, see the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the Continuance and the Amalgamations to U.S. Holders.” If you are a U.S. Holder exchanging Class A Shares or Public Warrants in the Continuance or exchanging Class A common shares or warrants to purchase Class A common shares of New Borealis in the Amalgamations, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q.     If I hold warrants, can I exercise redemption rights with respect to my warrants?

A.     No. Holders of Public Warrants will not have redemption rights with respect to their Public Warrants in connection with the Business Combination. Assuming maximum redemptions scenario, and using the closing warrant price on Nasdaq of $0.10 as of January 11, 2024, the aggregate fair value of Public Warrants that can be retained by redeeming stockholders is approximately $1,725,000. The actual market price of the warrants may be higher or lower on the date that warrant holders seek to sell such warrants. Additionally, Oxus cannot assure the holders of warrants that they will be able to sell their warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their warrants.

Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, the holder of warrants who exercises such warrants will ultimately own a greater interest in New Borealis because there would be fewer shares outstanding overall.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     No. There are no appraisal rights available to Oxus Shareholders in connection with the Business Combination.

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Q.     What happens to the funds held in the trust account upon consummation of the Business Combination?

A.     If the Business Combination is consummated, the funds held in the trust account will be released to pay Oxus Shareholders who properly exercise their redemption rights. Any additional funds available for release from the trust account will be used for general corporate purposes of New Borealis following the Business Combination. As of January 11, 2024, based on the fair value of the marketable securities held in the trust account, the amount of funds (in cash and marketable securities) in the trust account was $21.96 million.

Q.     What happens if the Business Combination is not consummated?

A.     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, Oxus is unable to complete a Business Combination by the Extended Date, or amend its Articles to extend the date by which Oxus must consummate an Initial Business Combination, the Articles provide that Oxus will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Oxus, divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Oxus’ remaining shareholders and the Oxus Board, dissolve and liquidate, subject in each case to Oxus’ obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — Risks Related to Oxus and the Business Combination — Oxus may not be able to consummate the Business Combination or an Initial Business Combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem public shares and liquidate, in which case the public shareholders may only receive $11.26 per share, or less than such amount in certain circumstances, and the warrants will expire worthless” and “— Oxus Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.” Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding warrants. Accordingly, the warrants will expire worthless.

Q.     When is the Business Combination expected to be completed?

A.     It is currently anticipated that the Business Combination will be consummated as soon as reasonably practicable following the Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement.”

Q.     What do I need to do now?

A.     You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.     How do I attend the Meeting virtually?

A.     You will be able to virtually attend, vote your shares and submit questions during the Meeting via a live audio webcast by pre-registering at https://www.cstproxy.com/oxusacquisition/2024. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust

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Company at the phone number or e-mail address below. However, if your shares are held in the name of your broker, bank, or other nominee, you must get a legal proxy from the broker, bank or other nominee. That is the only way Oxus can be sure that the broker, bank, or nominee has not already voted your shares. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com. Please allow up to 72 hours prior to the Meeting for processing your control number.

Q.     How do I vote?

A.     If you were a holder of record of Oxus Shares on January 11, 2024, the record date for the Meeting, you may vote with respect to the applicable proposals virtually or in person at the Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Meeting and vote virtually or in person, obtain a proxy from your broker, bank or nominee.

Q.     What will happen if I abstain from voting or fail to vote at the Meeting?

A.     Abstentions, shares represented at the Meeting online or by proxy but not voted on one or more proposals, will count as present for the purposes of establishing a quorum. However, an abstention will not be considered a vote cast at the Meeting and thus will have no effect on the outcome of the any of the proposals presented at the Meeting. If you sign and return your proxy card without indicating how you wish to vote, with respect to any proposal presented at the Meeting, your proxy will be voted in favor of such proposal.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies received by Oxus without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.

Q.     Do I need to attend the Meeting to vote my shares?

A.     No. You are invited to attend the Meeting either virtually or in person to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the Meeting to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Oxus encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q.     If I am not going to attend the Meeting virtually or in person, should I return my proxy card instead?

A.     Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes, so long as the shareholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. However, a broker non-vote will not be considered a vote cast at the Meeting and thus will have no effect on the outcome of the any of the proposals presented at the Meeting. However, in no event will a broker non-vote also have the effect of exercising your redemption rights for a pro rata portion of the trust account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

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Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. You may change your vote by sending a later-dated, signed proxy card to Morrow Sodali LLC (“Morrow”), at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, prior to the vote at the Meeting, or attend the Meeting virtually or in person and vote either virtually or in person. You also may revoke your proxy by sending a notice of revocation to Morrow, provided such revocation is received prior to the vote at the Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q.     What should I do if I receive more than one set of voting materials?

A.     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.     What is the quorum requirement for the Meeting?

A.     A quorum of Oxus Shareholders is necessary to hold a valid meeting. A quorum will be present at the Meeting if a majority of the Oxus Shares held by individuals are present in person, virtually or by proxy (or if held by a corporation or other non-natural person, by its duly authorized representative or proxy). Pursuant to the Articles, if a quorum is not present within half an hour from the time appointed for the Meeting to commence, the Meeting will stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Oxus Board may determine, and if at the adjourned Meeting a quorum is not present within half an hour from the time appointed for the Meeting to commence, the shareholders present will be a quorum.

As of the record date for the Meeting, 3,276,066 Oxus Shares would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you attend virtually or in person at the Meeting. If a shareholder fails to attend virtually or in person at the Meeting or fails to submit a valid proxy (or have its broker or other nominee submit one on its behalf), such shares will not be counted for the purposes of establishing a quorum. If a shareholder does not attend the Meeting or appoint a proxy, such shares will not be counted for the purposes of any vote. Abstentions, shares represented at the Meeting online or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the shareholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. However, neither a shareholder’s failure to vote online or by proxy, a broker non-vote nor an abstention will be considered a vote cast at the Meeting and thus will have no effect on the outcome of the any of the proposals presented at the Meeting.

Q.     What happens to the warrants I hold if I vote my Class A Shares against approval of the Business Combination Proposal and the other proposals presented at the Meeting and validly exercise my redemption rights?

A.     Properly exercising your redemption rights as an Oxus Shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal or any of the other proposals described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your warrants, and if Oxus does not otherwise consummate an Initial Business Combination by the Extended Date or amend the Articles to extend the date by which Oxus must consummate an Initial Business Combination, Oxus will be required to dissolve and liquidate, and your warrants will expire worthless.

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Q.     Who will solicit and pay the cost of soliciting proxies?

A.     Oxus and Borealis will pay the cost of soliciting proxies for the Meeting equally, subject to certain exceptions. Oxus has engaged Morrow to assist in the solicitation of proxies for the Meeting. Oxus and Borealis have agreed to pay Morrow a fee of $15,000. Oxus and Borealis will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages, and expenses. Oxus and Borealis also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Oxus Shares for their expenses in forwarding soliciting materials to beneficial owners of Oxus Shares and in obtaining voting instructions from those owners. Oxus’ directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or virtually. They will not be paid any additional amounts for soliciting proxies.

Q.     Who can help answer my questions?

A.     If you have questions about the shareholder proposals, or if you need additional copies of this proxy statement/prospectus, or the proxy cards you should contact Oxus’ proxy solicitor:

Morrow Sodali LLC
333 Ludlow Street
5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: OXUS.info@investor.morrowsodali.com

You may also contact Oxus at:

Oxus Acquisition Corp.
300/26 Dostyk Avenue
Almaty, Kazakhstan 050020
Telephone: +7(727)355-8021
Attention: Kanat Mynzhanov, Chief Executive Officer

To obtain timely delivery, Oxus Shareholders must request the materials no later than five business days prior to the Meeting.

You may also obtain additional information about Oxus by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your share certificates (either physically or electronically) to Oxus’ transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the Meeting. If you have questions regarding the certification of your position or delivery of your share certificates, please contact:

Continental Stock Transfer & Trust Company
1 State Street — 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Oxus Acquisition Corp. (p. 191)

Oxus is a blank check company incorporated as a Cayman Islands exempted company. Oxus was formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.”

On December 5, 2023, Oxus Shareholders approved an amendment to Oxus’ Second Amended and Restated Memorandum and Articles of Association (as amended, the “Charter”), to extend the date by which it has to consummate a Business Combination from December 8, 2023 to June 8, 2024 (or such earlier date as determined by the Oxus Board). Under Cayman Islands law, the amendment to Charter took effect upon approval of the proposal to amend the Charter. In connection with the votes to approve the proposal to amend the Charter, the holders of 9,837 Class A ordinary shares of Oxus properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.20 per share, for an aggregate redemption amount of approximately $0.11 million, leaving approximately $21.73 million in Oxus’ trust account. Oxus’ units, common shares, and warrants trade on Nasdaq under the symbols “OXUSU,” “OXUS” and “OXUSW,” respectively.

The mailing address of Oxus’ principal executive office is 300/26 Dostyk Avenue, Almaty, Kazakhstan 050020, and its telephone number is +7(727)355-8021.

1000397116 Ontario Inc. (p. 137)

Newco is a corporation incorporated under the laws of the Province of Ontario, Canada. Its principal office is located at 79 Wellington Street West, Suite 3000, Toronto, Ontario M5K 1N2. Newco was formed for the purpose of effecting the Business Combination.

Borealis Foods Inc. (p. 171)

Borealis is a food technology company that has developed high-quality, affordable, sustainable, and nutritious ready-to-eat meals. Borealis is a mission-driven company committed to utilizing its products to help solve national and global food security and nutrition challenges. Borealis’ commitment to nutrition, affordability and sustainability reflects its goal of positively impacting both human life and the planet.

Food and nutritional insecurity impact an estimated 821 million people across the globe, according to the World Health Organization. Food production accounts for approximately 30% of the world’s energy consumption and 22% of global greenhouse gas emissions. Feeding the world’s population a healthy diet within the earth’s boundaries requires an urgent transition to a sustainable model. While the scale of the challenge is undeniably significant, Borealis believes its innovative technology not only offers a pathway to a more sustainable future, but a potential tool in the fight against world hunger.

Through the development and launch of its ready-made ramen, featuring 20 grams of complete plant-based protein per serving, Borealis is developing advanced solutions to address global food challenges. Borealis’ innovative model and products have allowed it to appeal to a broad range of consumers, positioning Borealis to compete directly in the estimated global ramen market, which was estimated at $54.6 billion in 2022. Borealis’ strategy includes partnering with Non-Governmental Organizations (“NGOs”), government programs, and food services to offer these and other products to institutional clients such as schools and other organizations that help feed those with insufficient access to nutritious meals.

Borealis’ initial product line vertical is ramen noodles. Palmetto Gourmet Foods or (“PGF”), its U.S. subsidiary, uses Borealis’ innovative technology to make Chef Woo ramen, the first high-protein plant-based ramen meal on the market. Made with organic ingredients, Chef Woo ramen is Kosher and Halal certified, vegan and vegetarian

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certified, egg and dairy-free, with no added MSG, and is TBHQ free. In addition to Chef Woo, PGF also produces a range of other plant-based ramen products, including Ramen Express — its lower-cost premium ramen. All its cup products are packaged in paper with 100% recyclable materials. Its products are currently available in approximately 20,000 points of distribution primarily in the U.S. and Canada, with future expansion planned into several countries in Europe. PFG’s products can be found across several channels of mass merchandisers (Walmart), club stores (Costco), limited assortments retailers (Aldi and Save-a-lot), traditional supermarkets (Albertson, Winn-Dixie, and Save Mart), regional retailer channels, and e-commerce distributors (Amazon and Walmart.com).

Research, development, and innovation are core elements of Borealis’ business strategy, which Borealis see as a critical competitive advantage. Through its continuous R&D and partnerships with other advanced food-tech companies, Borealis’ team focuses on making continuous improvements to its existing technology and product formulations, in addition to developing new products across its platform.

Borealis has increased its gross revenues from $14.26 million in 2021 to $27.48 million in 2022, representing 91.4% year-over-year growth. In the nine months ended September 30, 2023, its gross revenues were $8.27 million, a 14% increase from $7.26 million for the nine months ended September 30, 2022. Borealis intends to continue to invest in innovation, supply chain capabilities, manufacturing, and marketing initiatives, as Borealis believes the demand for its products will continue to accelerate across retail and e-commerce channels. In addition, Borealis plans to develop additional channels for its products through NGOs, government programs, and food services.

Borealis Foods Inc. is a corporation incorporated under the laws of Canada. Its principal office is located at 1540 Cornwall Rd., Suite 104, Oakville, Ontario L6J7W5, Canada, Tel: (905) 278-2200.

Recent Developments

Borealis is in the process of preparing its results of operations for the quarter and year ended on December 31, 2023. Set forth below are preliminary estimates of certain financial results, based on available information to date. While Borealis expects that its results will be within these ranges, Borealis’ actual results may differ materially from these preliminary estimates.

Borealis’ gross revenues are expected to be in the range of $30,500,000 to $31,500,000, respectively, for the year ended December 31, 2023. Borealis gross revenues for the year ended December 31, 2023 fell below its projections. See Updated Projections for Borealis as of September 2023 on page 106. While the final results are not ready, the revenue miss is expected to negatively impact the reported results of operations in comparison to the projections.

All of the data presented above is preliminary and unaudited, based upon Borealis’ estimates, and subject to further internal review by its management and compilation of actual results. Borealis has provided estimated ranges for this data primarily because its closing procedures for the quarter and year ended December 31, 2023, is not yet complete and Borealis has not generated data for the full quarter or year. Borealis’ management’s estimates are based upon monthly information currently available to it and extrapolation from such information. While Borealis expects that its results will be within these ranges, its actual results may differ materially from these preliminary estimates. The preliminary estimated financial data included in this proxy statement/prospectus has been prepared by, and is the responsibility of, Borealis’ management. Berkowitz Pollack Brant has not audited, reviewed, compiled, nor applied agreed-upon procedures with respect to this preliminary estimated financial data, and accordingly, Berkowitz Pollack Brant does not express an opinion or any other form of assurance with respect thereto.

As a result of the foregoing considerations described in this proxy statement/prospectus, investors are cautioned not to place undue reliance on this preliminary estimated financial data.

The Business Combination

The Business Combination Agreement (p. 107)

On February 23, 2023, Oxus and Newco entered into the Business Combination Agreement with Borealis. Pursuant to the Business Combination Agreement, on the day prior to the Closing Date, Oxus intends to de-register as an exempted company in the Cayman Islands and domesticate and continue as New Oxus, a corporation continued

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under the OBCA. On the Closing Date, as part of the Arrangement and in accordance with the terms of the Plan of Arrangement, each of the following transactions will occur and be deemed to occur in the following successive order (effective as at five-minute intervals starting at the Arrangement Effective Time):

        the Borealis Convertible Instruments (which exclude (A) any convertible financing instrument of Borealis that will be repaid prior to the Closing in accordance with its terms, (B) the Remaining Borealis Convertible Instruments, and (C) the New Investor Convertible Notes, which will subsequently convert into New Borealis Common Shares under the Plan of Arrangement) will, without further action by or on behalf of a holder of Borealis Convertible Instruments, be converted into Borealis Shares pursuant to their terms and the terms of any applicable conversion agreements;

        all Borealis Options outstanding immediately prior to the Arrangement Effective Time will be fully vested and exercised for Borealis Shares having a fair market value equal to the aggregate fair market value of the Borealis Shares underlying the outstanding Borealis Options minus the aggregate exercise price of such Borealis Options;

        the Borealis Amalgamation will be completed, with Amalco surviving as the amalgamated corporation resulting therefrom;

        pursuant to the Borealis Amalgamation, among other things: (i) each Borealis Share (including all Borealis Shares issuable upon the deemed exercise of Borealis Options pursuant to the Arrangement and the conversion of the Borealis Convertible Instruments), without any action on the part of New Oxus, Borealis, Newco or the Borealis Shareholders will be exchanged for, in accordance with the Exchange Spreadsheet, the number of New Oxus Common Shares equal to the Exchange Rate; and (ii) each common share of Newco held by New Oxus will be exchanged for an Amalco Share on a one-for-one basis;

        the New Oxus Amalgamation will be completed, with New Borealis surviving as the amalgamated corporation resulting therefrom;

        pursuant to the New Oxus Amalgamation, among other things: (i) each issued and outstanding Amalco Share immediately prior to such amalgamation will be cancelled without any repayment of capital in respect thereof; (ii) no securities will be issued and no assets will be distributed by New Borealis as a result of such amalgamation; (iii) the issued and outstanding New Oxus Common Shares immediately prior to such amalgamation will survive and continue as New Borealis Common Shares; and (iv) the stated capital of New Borealis Common Shares will be equal to the stated capital of the New Oxus Common Shares immediately before the New Oxus Amalgamation; and

        the New Investor Convertible Notes will be converted into New Borealis Common Shares pursuant the Plan of Arrangement and in accordance with the conversion terms contained in the applicable New Investor Note Purchase Agreement.

For information regarding the treatment of Borealis Options in the Business Combination, please see the section entitled “Business Combination Agreement — Consideration to Borealis Equityholders in the Business Combination.”

Consideration to be Received in the Business Combination (p. 110)

At Closing, Borealis Shares outstanding as of immediately prior to the effective date of the Borealis Amalgamation will be exchanged for a right to receive a number of New Borealis Common Shares. Borealis Shareholders are expected to receive a number of New Borealis Common Shares equal to the quotient of (a) $150,000,000, (i) if the Company Closing Net Indebtedness is a positive amount, minus the Company Closing Net Indebtedness, or (ii) if the Company Closing Net Indebtedness is a negative amount, plus the absolute value of the Company Closing Net Indebtedness (such resulting amount, the “Borealis Value”) divided by (b) $10.00 (the “Aggregate Transaction Consideration”). The Exchange Rate is equal to the quotient obtained by dividing the Aggregate Transaction Consideration by the aggregate number of Borealis Shares issued and outstanding immediately prior to the effective time of Borealis Amalgamation. Assuming that the Aggregate Transaction Consideration is 13,300,000 New Oxus Common Shares, and based on 167,159,371 Borealis Shares issued and outstanding as of September 30, 2023 (which assumes vesting of 3,696,417 Borealis Options and conversion of Borealis Convertible Instruments into 32,467,581 Borealis Shares at

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Closing), the Exchange Rate would be equal to approximately 0.06662. The Exchange Rate is expected to fluctuate and is positively related to the Aggregate Transaction Consideration and negatively related to the number of issued and outstanding Borealis Shares immediately prior to the effective date of the Borealis Amalgamation. For further details, see “Business Combination Proposal — Conditions to Borealis Equityholders in the Business Combination.”

Conditions to the Closing (p. 111)

The obligation of Oxus, Borealis and Newco to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) receipt of approval by the shareholders of each of Oxus and Borealis, (ii) receipt of all pre-Closing approvals or clearances reasonably required under any applicable antitrust laws and foreign direct investment laws, including approval under the Investment Canada Act, (iii) receipt of all required third-party consents by Borealis, (iv) no law or order will have been passed preventing the consummation of the Business Combination, (v) after giving effect to the redemptions, Oxus has at least $5,000,001 of net tangible assets as required by its Articles and as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act, (vi) the amount of Closing Available Cash is at least $30,000,000, and (vii) the registration statement on Form S-4 which includes this proxy statement/prospectus (the “Registration Statement”) has been declared effective by the SEC.

The obligations of Oxus and Newco to consummate the Business Combination also are subject to the fulfillment of other closing conditions, including, but not limited to, (i) no occurrence of a Borealis Material Adverse Effect, (ii) delivery of certain required consents, documents and certificates, (iii) delivery of the audited consolidated balance sheet of Borealis as of December 31, 2021 and the audited consolidated balance sheet of Borealis as of December 31, 2022, and the related audited consolidated statements of income of Borealis for such years, each audited in accordance with the auditing standards of the PCAOB, together with an audit report thereon from the Company’s independent public accountants, (iv) Borealis Indebtedness not exceeding $17,000,000 and (v) obtaining the ICA Approval (which has already been obtained). The obligation of Borealis to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) no occurrence of an Oxus Material Adverse Effect, (ii) delivery of certain required consents, documents, and certificates, and (iii) listing on Nasdaq or another agreed upon national securities exchange. For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Termination Rights (p. 118)

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

        by mutual agreement of Oxus and Borealis;

        by either Oxus or Borealis for the other party’s uncured breach;

        by either Oxus or Borealis, if a governmental authority has passed a law or order preventing the consummation of the Business Combination;

        by either Oxus or Borealis, if the Closing does not occur by the Outside Date;

        by either Oxus or Borealis, if either (A) any of the Oxus Proposals (other than the Adjournment Proposal) fails to receive the requisite approval from Oxus Shareholders or (B) Borealis required shareholder approval has not been obtained from Borealis Shareholders;

        by Oxus, if the PCAOB audited financial statements have not been delivered to Oxus by Borealis on or before May 30, 2023; or

        by Oxus, upon occurrence of a Borealis Material Adverse Effect.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of a willful or material breach of any covenant or agreement under the Business Combination Agreement or fraud (involving scienter) prior to such termination.

For more information, see the section entitled “The Business Combination Agreement — Termination of the Business Combination Agreement.”

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Certain Agreements Related to the Business Combination Agreement

Shareholder Support Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, Oxus, Borealis and certain Borealis Shareholders entered into Shareholder Support Agreements pursuant to which, among other things, such Borealis Shareholders have agreed to vote their Borealis shares in favor of the Business Combination and not sell or transfer their Borealis Shares.

For additional information, see the section entitled “Oxus Shareholder Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Shareholder Support Agreement.”

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Oxus, Borealis and the Sponsor entered into the Sponsor Support Agreement pursuant to which, among other things, Sponsor agreed to (A) vote its Founder Shares in favor of the Business Combination and the Oxus Proposals, (B) not redeem its Founder Shares, (C) waive certain of its anti-dilution rights, (D) convert the Sponsor Convertible Notes, and (E) forfeit certain Sponsor Founder Shares as a part of incentive equity compensation for directors, officers and employees of New Borealis (subject to the terms and conditions set forth in the Sponsor Support Agreement).

For additional information, see the section entitled “Oxus Shareholder Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”

Registration Rights Agreements

In connection with the Closing, Oxus and certain Borealis Shareholders and certain Oxus Shareholders (the “Holders”) will enter into the Registration Rights Agreement, pursuant to which Oxus will be obligated to file a registration statement to register the resale of certain securities of Oxus held by the Holders. The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

For additional information, see the section entitled “Oxus Shareholder Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Registration Rights Agreements.”

Lock-Up Agreements

In connection with the Closing, Oxus and certain directors/officers/five percent or greater shareholders of Borealis (the “Subject Party”) will enter into Lock-Up Agreements, pursuant to which (A) 50% of the shares of New Borealis held by the Subject Party (the “Restricted Securities”) will be locked-up during the period commencing from the Closing and ending on the earlier to occur of (i) 12 months after the date of the Closing and (ii) the date on which the closing price of common shares of New Borealis equals or exceeds $12.00 per share (as adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization or similar event) for any 20 trading days within a 30-trading day period starting after the Closing, and (B) 50% of the Restricted Securities will be locked-up during the period commencing from the Closing and ending on 12 months after the date of the Closing, subject to certain specifications and exceptions.

For additional information, see the section entitled “Oxus Shareholder Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Lock-Up Agreements.”

New Investor Note Purchase Agreements

During the period from the signing of the Business Combination Agreement and until the earlier of (A) the termination of the Business Combination Agreement in accordance with its terms or (B) the Closing, Borealis may execute the New Investor Note Purchase Agreements with a potential investor or potential investors, in each case, introduced to Borealis by the Sponsor. On February 8, 2023, a New Investor Note Purchase Agreement for an amount of $20,000,000 was executed by Belphar Ltd. On March 3, 2023, a New Investor Note Purchase Agreement for an amount of $5,000,000 was executed by Saule Algaziyeva. On November 15, 2023, a New Investor Note Purchase Agreement for an amount of $2,000,000 was executed by Aman Murat Baikadamuly. The Minimum Cash Condition set forth in the Business Combination Agreement will be reduced by any cash amounts received by Borealis prior to the Closing in connection with (A) the New Investor Convertible Note Financing, including $27,000,000 received to date, or (B) any

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Permitted Company Financing. All New Investor Convertible Notes issued pursuant to the New Investor Note Purchase Agreements will convert into New Borealis Common Shares immediately following the New Oxus Amalgamation. The conversion of the New Investor Convertible Notes into New Borealis Common Shares will occur pursuant to the terms of the Plan of Arrangement and in accordance with the conversion terms contained in the applicable New Investor Note Purchase Agreement. Any and all funding received by Borealis at any time prior to the Closing in connection with the New Investor Convertible Note Financing will be included in the calculation of the Closing Available Cash.

For additional information, see the section entitled “Oxus Shareholder Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — New Investor Note Purchase Agreement.”

Impact of the Business Combination on New Borealis’ Public Float and Dilution to Public Shareholders

It is anticipated that, upon completion of the Business Combination: (1) the Sponsor will have a beneficial ownership interest of approximately 24.59% of the outstanding New Borealis Common Shares; (2) Oxus public shareholders will retain an ownership interest of approximately 8.61% of the outstanding New Borealis Common Shares; (3) the former Borealis Shareholders will own approximately 49.63% of the outstanding New Borealis Common Shares; (4) New Investors will own approximately 15.16% of the outstanding New Borealis Common Shares; (5) Oxus’ independent directors will own approximately 0.67% of the outstanding New Borealis Common Shares, (6) EarlyBirdCapital will have a beneficial ownership interest of approximately 0.67% of the outstanding New Borealis Common Shares and (7) Sova Capital will have a beneficial ownership interest of approximately 0.67% of the outstanding New Borealis Common Shares. These levels of ownership interest: (a) exclude the impact of the Oxus Class A Shares underlying warrants; (b) assume that no public shareholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in the trust account; (c) solely for the purpose of illustration, assume conversion of the New Investor Convertible Notes and the Sponsor Convertible Notes to Borealis Shares as of September 30, 2023; and (d) assume the issuance of all shares under the Incentive Plan, which shares have been reserved under the Incentive Plan and are a part of the Aggregate Transaction Consideration. See the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 5 — The Incentive Plan Proposal” of this proxy statement/prospectus for additional information.

The following tables illustrate varying ownership levels in New Borealis, assuming no redemptions by public shareholders, 50% redemptions by public shareholders, and the 100% redemptions by public shareholders, with the percentage of outstanding shares based on New Borealis Common Shares and further assuming: (a) solely for the purpose of illustration, conversion of the New Investor Convertible Notes and the Sponsor Convertible Notes to Borealis Shares pursuant to the Plan of Arrangement and (b) no exercise of warrants by Public Shareholders:

Pro Forma Ownership (No Redemption)(1)

 

New Borealis
Common
Shares

 

% of
Outstanding
Shares

Public Shareholders

 

 

1,939,631

 

8.61

%

Sponsor and Oxus Directors(5)

 

 

5,686,344

 

25.26

%

EarlyBirdCapital

 

 

150,000

 

0.67

%

Sova Capital

 

 

150,000

 

0.67

%

Borealis Equityholders

 

 

11,176,156

 

49.63

%

New Investors

 

 

3,415,247

 

15.16

%

Total Shares Outstanding, Excluding Warrants(4)

 

 

22,517,378

 

100.00

%

Total Equity Value Post-Redemptions(6)

 

$

225,173,780

   

 

Per Share Value(6)

 

$

10.00

   

 

Shares Outstanding, Excluding Warrants(6)

 

 

22,445,801

   

 

Shares Outstanding, on a fully diluted basis(6)

 

 

49,067,378

 

 

 

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Pro Forma Ownership (50% Redemptions Scenario)(2)

 

New Borealis
Common
Shares

 

% of
Outstanding
Shares

Public Shareholders

 

 

969,816

 

4.50

%

Sponsor and Oxus Directors(5)

 

 

5,686,344

 

26.39

%

EarlyBirdCapital

 

 

150,000

 

0.70

%

Sova Capital

 

 

150,000

 

0.70

%

Borealis Equityholders

 

 

11,176,156

 

51.87

%

New Investors

 

 

3,415,247

 

15.84

%

Total Shares Outstanding, Excluding Warrants(4)

 

 

21,547,563

 

100.00

%

Total Equity Value Post-Redemptions(6)

 

$

214,467,022

   

 

Per Share Value(6)

 

$

9.95

   

 

Shares Outstanding, Excluding Warrants(6)

 

 

21,547,563

   

 

Shares Outstanding, on a fully diluted basis(6)

 

 

48,097,563

 

 

 

Pro Forma Ownership (100% Redemptions Scenario)(3)

 

New Borealis
Common
Shares

 

% of
Outstanding
Shares

Public Shareholders

 

 

 

%

Sponsor and Oxus Directors(5)

 

 

5,686,344

 

27.63

%

EarlyBirdCapital

 

 

150,000

 

0.73

%

Sova Capital

 

 

150,000

 

0.73

%

Borealis Equityholders

 

 

11,176,156

 

54.31

%

New Investors

 

 

3,415,247

 

16.60

%

Total Shares Outstanding, Excluding Warrants(4)

 

 

20,577,747

 

100.00

%

Total Equity Value Post-Redemptions(6)

 

$

203,760,254

   

 

Per Share Value(6)

 

$

9.90

   

 

Shares Outstanding, Excluding Warrants(6)

 

 

20,577,747

   

 

Shares Outstanding, on a fully diluted basis(6)

 

 

47,127,747

 

 

 

____________

(1)      Assumes no redemption of any shares by Public Shareholders.

(2)      Assumes redemption of 969,815 public shares.

(3)      Assumes 100% redemptions of public shares (1,939,631 public shares).

(4)      Assumes no shares purchased in the open market.

(5)      Consists of 5,536,344 shares to be beneficially owned by the Sponsor (including 2,123,844 shares to be issued upon conversion of the Sponsor Convertible Note) and 150,000 shares to be beneficially owned by Oxus directors.

(6)      Excluding effect of any “Additional Dilution Sources” as set forth above, which are subject to certain conditions being satisfied, as set forth in this section of this proxy statement/prospectus entitled “Questions and Answers About the Business Combination — How much dilution may non-redeeming Oxus shareholders experience in connection with the Business Combination and what equity stake will current Oxus shareholders and Borealis Shareholders have in New Borealis after the Closing?

Oxus’ public shareholders that do not elect to redeem their Class A Shares will experience significant dilution as a result of the proposed Business Combination. Oxus’ public shareholders currently own 29.6% of Oxus’ ordinary shares. As noted in the above table, if no public shareholders redeem their Class A Shares in the proposed Business Combination, Oxus’ public shareholders will go from owning 29.6% of Oxus’ ordinary shares prior to the Business Combination to owning 8.6% of New Borealis Common Shares, and Oxus’ public shareholders not owning any New Borealis Common Shares, assuming the maximum number of the Oxus Class A Shares are redeemed in connection with the proposed Business Combination, respectively.

Underwriting Fees

Oxus’ IPO generated approximately $3 million of underwriting fees. On September 2, 2021, Oxus engaged EarlyBirdCapital and Sova Capital, pursuant to the Business Combination Marketing Agreement dated September 2, 2021, as advisors in connection with a Business Combination to assist Oxus in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce Oxus to potential investors that are interested in purchasing Oxus’ securities in connection with a Business Combination,

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assist Oxus in obtaining shareholder approval for the Business Combination and assist Oxus with its press releases and public filings in connection with the Business Combination. Pursuant to the Business Combination Agreement, Oxus is to pay EarlyBirdCapital and Sova Capital a business combination marketing fee for such services upon the consummation of a Business Combination of approximately $5.2 million, equal to 3.0% of the gross proceeds of Oxus’ IPO (exclusive of any applicable finders’ fees which might become payable), which fee is not impacted by the size of such transaction or the level of redemptions associated therewith. The following table illustrates the effective underwriting and business combination marketing fee on a percentage basis for Oxus Public Shares at each redemption level identified herein.

 

No
Redemption

 

50%
Redemptions

 

100%
Redemptions

Unredeemed Oxus Public Shares

 

 

1,939,631

 

 

 

969,816

 

 

 

Trust Proceeds to Borealis

 

$

21,417,610

 

 

$

10,710,852

 

 

$

Underwriting Fees from Oxus’ IPO

 

$

3,450,000

 

 

$

3,450,000

 

 

$

3,450,000

Business Combination Marketing Fees

 

$

5,175,000

 

 

$

5,175,000

 

 

$

5,175,000

Effective Underwriting and Business Combination Marketing Fee (%)

 

 

40.27

%

 

 

80.53

%

 

 

N/A

Interests of Certain Persons in the Business Combination (p. 96)

When you consider the recommendation of the Oxus Board in favor of approval of the Business Combination Proposal, the Continuance Proposal, the Governing Documents Proposals, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal, you should keep in mind that certain of Oxus’ directors and officers as well as Underwriters have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. These interests include, among other things:

        the beneficial ownership of the Sponsor of Oxus, which is controlled by Kenges Rakishev, Oxus’ Non-Executive Chairman and Director, of an aggregate of 13,462,500 Oxus Ordinary Shares, consisting of:

        4,162,500 Founder Shares purchased by the Sponsor for an aggregate price of $25,000, including 1,500,000 Class A Shares converted from 1,500,000 Class B Shares on a one-for-one basis on April 5, 2023, and 2,812,500 Class B Shares, which shares will be converted into Class A Shares immediately prior to the Closing; and

        9,300,000 Class A Shares underlying Private Warrants purchased by the Sponsor at $1.00 per warrant for an aggregate purchase price of approximately $9,300,000.

        All of the above Founder Shares and warrants would become worthless if Oxus does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $47,036,250 and $930,000, respectively, based on the closing price of Class A Shares of $11.30 and the closing price of Oxus Warrants of $0.10 on the Nasdaq on January 11, 2024;

        the Sponsor paid an aggregate of $9,325,000 for the Founder Shares and the Private Warrants and, as of January 11, 2024, extended to Oxus working capital loans in the aggregate principal amount of $3,988,000 pursuant to the Second Amended and Restated Promissory Note dated October 2, 2023, and, not including repayment of the working capital loans, the Sponsor has approximately an aggregate of $47,966,250 at risk that depends upon the completion of a business combination. Specifically, approximately $47,036,250 of such at-risk amount is the aggregate market value of the Founder Shares based on the closing price of Class A Shares of $11.30 on the Nasdaq on January 11, 2024, and approximately $930,000 of such at-risk amount is the aggregate market value of the Private Warrants based on the closing price of Oxus Warrants of $0.05 on the Nasdaq on January 11, 2024. There are no fees contingent upon a business combination payable to the Sponsor or its affiliates upon consummation of the Business Combination. There are currently no out-of-pocket expenses reimbursable or other service fees owed to Oxus’ directors and officers or affiliates, other than the unpaid accrued fees under the administrative services agreement between the Sponsor and Oxus in the amount of $10,000 as of September 30, 2023. There are currently no outstanding loans to Oxus from the Sponsor, other than the Working Capital Loans in the principal amount of $3,988,000 as of January 11, 2024, as further described below. The foregoing interests present a risk that the Sponsor will benefit from the

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completion of a business combination, including in a manner that may not be aligned with public shareholders. As such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

        the beneficial ownership of the Sponsor of Borealis and New Borealis. Borealis executed the Sponsor Note Purchase Agreement with the Sponsor on October 21, 2022 (as amended and restated on November 14, 2022) for an aggregate principal amount of $20,000,000, which funding was completed by the Sponsor on December 9, 2022. The Sponsor Convertible Notes issued to Sponsor pursuant to the Sponsor Note Purchase Agreement will convert into 2,123,844 Borealis Shares at the Closing pursuant to the terms of the Sponsor Note Purchase Agreement, which reflects $120,000,000 valuation divided by the fully diluted number of outstanding shares and discounted by five percent. Assuming maximum redemption scenario and conversion of the 100% of the Sponsor Convertible Notes, it is anticipated that the Sponsor will own 26.90% of the New Borealis upon consummation of the Business Combination. Other than repayment or conversion of Sponsor Convertible Notes and the repayment of the Second Amended and Restated Promissory Note dated October 2, 2023 in connection with the consummation of the Business Combination, there are presently no fees that will be paid to the Sponsor upon consummation of the Business Combination and no out-of-pocket expenses have been incurred that would be reimbursed upon consummation of the Business Combination;

        the beneficial ownership of Oxus’ independent directors, Christophe Charlier, Karim Zahmoul and Shiv Vikram Khemka, who each hold 50,000 Founder Shares with a total market value of approximately $1,695,000 based on the closing price of Class A Shares of $11.30 on the Nasdaq on January 11, 2024. The Founder Shares would become worthless if Oxus does not complete a business combination within the applicable time period, as the independent directors have waived any right to redemption with respect to these shares;

        the fact that given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Public Units sold in the IPO and the substantial number of Class A Shares that the Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor may earn a positive rate of return on their investment even if the Class A Shares trade below the price initially paid for the Public Units in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

        the economic interests in the Sponsor held directly or indirectly by certain of Oxus’ officers and directors, including Kenges Rakishev, which gives him an indirect pecuniary interest in the securities of Oxus, including the Founder Shares and Private Warrants held by the Sponsor, and which interest will become worthless if Oxus does not consummate an initial business combination within the applicable time period. Given (i) the differential in the purchase price that the Sponsor and certain of Oxus’ officers and directors paid for their direct or indirect interest in Founder Shares as compared to the price of the Class A Shares, (ii) the differential in the purchase price that the Sponsor and certain of Oxus’ officers and directors paid for their direct or indirect interest in the Private Warrants as compared to the price of the Public Warrants, and (iii) the substantial number of Class A Shares that the Sponsor and these officers and directors will receive upon conversion of the Founder Shares and/or Private Warrants, the Sponsor and these officers and directors can earn a positive return on their investment, even if Public Stockholders have a negative return on their investment;

        the continued right of the Sponsor to hold Class A Shares and the Class A Shares to be issued to the Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods;

        the agreement by the Sponsor and Oxus’ executive officers and directors to vote any Oxus Ordinary Shares held by them in favor of the Business Combination Proposal;

        the fact that if the trust account is liquidated, including in the event Oxus is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Oxus to ensure that the proceeds in the trust account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Oxus has entered into an acquisition agreement or claims

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of any third party for services rendered or products sold to Oxus, but only if such a vendor or target business has not executed a waiver (other than Oxus’ independent public accountants) of any and all rights to amounts held in the trust account;

        the fact that the Sponsor has made available to Oxus a loan of up to $6,000,000 pursuant to the Second Amended and Restated Promissory Note dated October 2, 2023, of which $3,988,000 was advanced by the Sponsor to Oxus as of January 11, 2024, and that the note will mature on the date on which Oxus consummates its initial business combination (and as such, such loan is expected to be repaid in connection with the Closing);

        the fact that Oxus’ board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on Oxus’ behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the trust account, unless a business combination is consummated;

        Oxus’ Third Amended and Restated Articles of Association provide that the doctrine of corporate opportunity will not apply with respect to Oxus or any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Oxus does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, Oxus’ officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to Oxus as well as the other entities with which they are affiliated. Oxus’ management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Oxus’ management has a pre-existing fiduciary obligation will be presented the opportunity before Oxus is presented with it. Oxus does not believe, however, that the fiduciary duties or contractual obligations of Oxus’ officers or directors or waiver of corporate opportunity materially affected Oxus’ search for a business combination. Oxus is not aware of any such corporate opportunity not being offered to Oxus and does not believe the renouncement of Oxus’ interest in any such corporate opportunities impacted Oxus’ search for an acquisition target;

        the potential continuation of certain of Oxus’ directors as directors of New Borealis;

        on September 22, 2023, the Sponsor entered into incentive agreements with each of Kanat Mynzhanov and Askar Mametov, pursuant to which, solely upon and subject to successful completion of the Business Combination, the Sponsor will transfer to Mr. Mynzhanov 200,000 of its shares of New Borealis and to Mr. Mametov 50,000 of its shares of New Borealis;

        the continued indemnification of current directors and officers of Oxus and the continuation of directors’ and officers’ liability insurance after the Business Combination; and

        on September 2, 2021, Oxus engaged EarlyBirdCapital and Sova Capital, pursuant to the Business Combination Marketing Agreement dated September 2, 2021, as advisors in connection with a Business Combination to assist Oxus in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce Oxus to potential investors that are interested in purchasing Oxus’ securities in connection with a Business Combination, assist Oxus in obtaining shareholder approval for the Business Combination and assist Oxus with its press releases and public filings in connection with the Business Combination. Pursuant to the Business Combination Agreement, Oxus is to pay EarlyBirdCapital and Sova Capital a business combination marketing fee for such services upon the consummation of a Business Combination of approximately $5.2 million, equal to 3.0% of the gross proceeds of Oxus’ IPO (exclusive of any applicable finders’ fees which might become payable), which fee is not impacted by the size of such transaction or the level of redemptions associated therewith.

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Reasons for the Approval of the Business Combination (p. 85)

After careful consideration, the Oxus Board recommends that Oxus Shareholders vote “FOR” each proposal being submitted to a vote of the Oxus Shareholders at the Meeting. For a description of Oxus’ reasons for the approval of the Business Combination and the recommendation of the Oxus Board, see the section entitled “The Business Combination — The Oxus Board’s Reasons for the Approval of the Business Combination.”

Redemption Rights (p. 77)

Pursuant to the Articles, prior to the Continuance, Oxus will provide its public shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of Oxus’ IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay income taxes and for working capital purposes. For illustrative purposes, based on funds in the trust account of approximately $21.96 million on January 11, 2024, the estimated per share redemption price would have been approximately $11.32. Public shareholders may elect to redeem their Public Shares whether or not they vote their shares and, if they do vote their shares, whether they vote for or against the Business Combination Proposal and the other proposals set forth herein. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the outstanding Public Shares. Holders of Oxus’ outstanding warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the holders of the Founder Shares have agreed to waive their redemption rights with respect to such shares and any Class A Shares that they may have acquired during or after Oxus’ IPO in connection with the completion of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor, owns approximately 63.5% of the issued and outstanding Oxus Shares, consisting of approximately 96.5% of the Founder Shares, and Oxus’ independent directors collectively own approximately 3.5% of the Founder Shares.

Impact of the Business Combination on New Borealis’ Public Float

It is anticipated that, upon completion of the Business Combination, (i) Oxus’ existing public shareholders will own approximately 8.61% of the outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 24.59% of the outstanding New Borealis Common Shares, (iii) Oxus’ independent directors will own approximately 0.67% of the outstanding New Borealis Common Shares, (iv) EarlyBirdCapital will own approximately 0.67% of the outstanding New Borealis Common Shares, (v) Sova Capital will own approximately 0.67% of the outstanding New Borealis Common Shares, (vi) the existing Borealis Shareholders will own approximately 49.63% of the outstanding New Borealis Common Shares, and (vii) the New Investors will own approximately 15.16% of the outstanding New Borealis Common Shares. The expected number of New Borealis Common Shares to be issued by New Oxus and the ownership percentages set forth above are calculated based on a number of assumptions, including that (i) none of Oxus’ existing public shareholders exercise their redemption rights, (ii) 750,000 Founder Shares are forfeited by the Sponsor pursuant to that certain Sponsor Support Agreement (as defined below); (iii) Borealis Indebtedness immediately prior to the Arrangement (as calculated in accordance with the terms of the Business Combination Agreement) will be approximately $17,000,000, and are subject to adjustment in accordance with the terms of the Business Combination Agreement, and (iv) the Sponsor Convertible Notes are fully converted to Borealis Shares in accordance with the terms of the Sponsor Note Purchase Agreement (as defined in the Business Combination Agreement) and the Plan of Arrangement. If the actual facts are different than these assumptions, the percentage ownership retained by Oxus’ existing shareholders will be different.

For example, assuming that public shareholders exercise their redemption rights with regard to 969,815 Public Shares (the illustrative redemption scenario) and no additional equity securities of Oxus are issued, (i) Oxus’ existing public shareholders will own approximately 4.50% of the outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 25.69% of the outstanding New Borealis Common Shares, (iii) Oxus’ independent directors will own approximately 0.70% of the outstanding New Borealis Common Shares,

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(iv) EarlyBirdCapital will own approximately 0.70% of the outstanding New Borealis Common Shares, (v) Sova Capital will own approximately 0.70% of the New Borealis Common Shares, (vi) the existing Borealis Shareholders will own approximately 51.87% of the outstanding New Borealis Common Shares, and (vii) the New Investors will own approximately 15.84% of the outstanding New Borealis Common Shares, in each case upon completion of the Business Combination.

Furthermore, assuming that public shareholders exercise their redemption rights with regard to 1,939,631 Public Shares (the maximum redemption scenario) and no additional equity securities of Oxus are issued, (i) Oxus’ existing public shareholders will not own any outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 26.90% of the outstanding New Borealis Common Shares, (iii) Oxus’ independent directors will own approximately 0.73% of the outstanding New Borealis Common Shares, (iv) EarlyBirdCapital will own approximately 0.73% of the outstanding New Borealis Common Shares, (v) Sova Capital will own approximately 0.73% of the outstanding New Borealis Common Shares, (vi) the existing Borealis Shareholders will own approximately 54.31% of the outstanding New Borealis Common Shares, and (vii) the New Investors will own approximately 16.60% of the outstanding New Borealis Common Shares, in each case upon completion of the Business Combination.

Organizational Structure (p. 109)

Prior to the Business Combination

The following diagram depicts the organizational structure of Borealis before the Business Combination:

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Following the Business Combination

The following diagram depicts the organizational structure of New Borealis after the Business Combination

New Borealis Board Following the Business Combination (p. 206)

The Business Combination Agreement provides that, immediately following the consummation of the Business Combination, the New Borealis Board will be comprised of seven directors, being two directors nominated by Borealis, two directors nominated by the Sponsor, one director nominated by Belphar Ltd., and two independent directors.

Upon the Closing, the initial directors of New Borealis are expected to be Reza Soltanzadeh, Barthelemy Helg, Kanat Mynzhanov, Shiv Vikram Khemka, Shukhrat Ibragimov, Steven Oyer and Ertharin Cousin.

Accounting Treatment (p. 100)

The Business Combination will be accounted for as a reverse recapitalization in accordance with ASC Topic 805, Business Combinations. Under this method of accounting, Oxus will be treated as the “acquired” company for accounting purposes. Since Oxus does not meet the definition of a business under ASC Topic 805, Business Combinations, net assets of Oxus will be stated at historical cost, with no goodwill or other intangible assets recorded.

Borealis has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances, and accordingly the Business Combination is treated as an equivalent to an acquisition of Oxus accompanied by a recapitalization.

        Borealis’ existing shareholders will have the greatest voting interest in the combined entity under the no redemption scenario with an approximately 49.63% voting interest and under the maximum redemption scenario with an approximately 54.31% voting interest;

        The largest individual minority shareholder of the combined entity is an existing shareholder of Borealis;

        Senior management of Borealis will continue as senior management of the combined entity;

        Borealis is the larger entity based on historical total assets and revenues; and

        Borealis’ operations will comprise the ongoing operations of New Oxus.

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Material Tax Consequences (p. 122)

Subject to the limitations and qualifications described in “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders,” the Continuance and the Amalgamations are generally intended to be tax deferred to U.S. Holders of Class A Shares and Public Warrants for U.S. federal income tax purposes, except to the extent that the U.S. Holders of Class A Shares receive cash pursuant to the exercise of redemption rights.

Holders of Class A Shares and Public Warrants should read carefully the information included under the section entitled “Material Tax Considerations” for a detailed discussion of material U.S. federal tax consequences of the Continuance, the Amalgamations, the receipt of cash pursuant to the exercise of redemption rights, and the material U.S. federal tax consequences of the ownership and disposition of New Borealis Common Shares and New Borealis Warrants after the Amalgamations. Holders of Class A Shares and Public Warrants are urged to consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Continuance and the Amalgamations, and prospective holders of New Borealis Common Shares and New Borealis Warrants are urged to consult their tax advisors to determine the tax consequences (including the application and effect of any state, local or other income and other tax laws) of the acquisition, holding, redemption and disposal of New Borealis Common Shares or acquisition, holding, exercise or disposal of New Borealis Warrants.

Other Shareholder Proposals

At the Meeting, in addition to the Business Combination Proposal, Oxus will ask its shareholders to vote in favor of the following proposals:

        The Continuance Proposal — a proposal to approve the Continuance, and in connection therewith, the adoption of the Continuance Governing Documents, copies of which are attached to this proxy statement/prospectus as Annex I.

        The Governing Documents Proposals — a proposal to approve and adopt the New Borealis Governing Documents in their entirety, copies of which are attached to this proxy statement/prospectus as Annex J, and the sub-proposals to approve those material aspects of the New Borealis Governing Documents that do not appear in, or are different from the Articles.

        The Share Issuance Proposal — a proposal to approve the issuance of more than 20% of the current total issued and outstanding Oxus Shares, for purposes of complying with the applicable listing rules of the Nasdaq.

        The Incentive Plan Proposal — a proposal to approve and adopt an equity incentive plan of New Borealis, a copy of which is attached to this proxy statement/prospectus as Annex K.

        The Adjournment Proposal — a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote.

Date, Time and Place of the Meeting (p. 73)

The Meeting of Oxus will be held at 10:00 a.m., Eastern time, on February 2, 2024, for the purpose of considering and voting upon the proposals described herein. Oxus will hold the Meeting in both virtual and physical format and Oxus strongly recommends that you attend the Meeting virtually. For the purposes of the Articles, the physical place of the Meeting will be at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Avenue, New York, NY 10017, United States of America. Oxus Shareholders will be able to attend, vote their shares, and submit questions during the Meeting either in person or virtually via a live audio webcast. In order to attend the Meeting virtually, you must pre-register at the following website: https://www.cstproxy.com/oxusacquisition/2024. In order to pre-register, you will need the control number included on your proxy card or on the instructions that accompanied your proxy materials.

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Record Date and Voting (p. 75)

You will be entitled to vote or direct votes to be cast at the Meeting if you owned Oxus Shares at the close of business on January 11, 2024, which is the record date for the Meeting. You are entitled to one vote for each Oxus Share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares or warrants you beneficially own are properly counted. On the record date, there were 6,552,131 Oxus Shares outstanding, of which 1,939,631 are Class A Shares originally sold as part of the units in Oxus’ IPO, 300,000 are Class A Shares issued to the Underwriters, 1,500,000 are Class A Shares converted from 1,500,000 Class B Shares on a one-to-one basis on April 5, 2023 and 2,812,500 are Class B Shares that were issued to the Sponsor as Founder Shares (of which 150,000 Founder Shares were transferred to each of Oxus’ independent directors).

The holders of the Founder Shares have agreed to vote all of their Founder Shares and any Public Shares acquired by them in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. Oxus’ issued and outstanding warrants do not have voting rights at the Meeting.

Proxy Solicitation (p. 78)

Proxies may be solicited by mail. Oxus has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person or virtually if it revokes its proxy before the Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Meeting of Oxus Shareholders — Revocability of Proxies.”

Quorum and Required Vote for Proposals for the Meeting (p. 76)

A quorum of Oxus’ shareholders is necessary to hold a valid meeting. A quorum will be present at the Meeting if a majority of the Oxus Shares held by individuals are present in person, virtually or by proxy (or if held by a corporation or other non-natural person, by its duly authorized representative or proxy). Pursuant to the Articles, if a quorum is not present within half an hour from the time appointed for the Meeting to commence, the Meeting will stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Oxus Board may determine, and if at the adjourned Meeting a quorum is not present within half an hour from the time appointed for the Meeting to commence, the shareholders present will constitute a quorum. As of the record date for the Meeting, 3,276,066 Oxus Shares would be required to achieve a quorum.

Approval of each of the Share Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the Oxus Shares present in person, virtually or represented by proxy and entitled to vote at the Meeting. Approval of each of the Business Combination Proposal, the Continuance Proposal, and the Governing Documents Proposals requires the affirmative vote of the holders of at least two-thirds of the Oxus Shares present in person, virtually or represented by proxy and entitled to vote at the Meeting.

The Closing of the Business Combination is conditioned on the approval of each of the proposals at the Meeting, except for the Adjournment Proposal. In addition, each of the other proposals (other than the Adjournment Proposal), is conditioned on the approval of all other proposals at the Meeting, except for the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal at the Meeting.

Opinion of Scalar, LLC

On February 22, 2023, at a meeting of the Oxus Board, Scalar rendered its oral opinion to the Oxus Board, subsequently confirmed in writing, as to the fairness, from a financial point of view, as of such date, to the Class A Shareholders (for purposes of such opinion and this proxy statement/prospectus, other than Borealis, the Sponsor, and their respective affiliates, which are referred to collectively as the Excluded Parties) of the Consideration (as defined in such opinion) to be paid by Oxus pursuant to the Business Combination Agreement (without giving effect to any impact of the Business Combination on any particular Class A Shareholder other than in its capacity as a Class A Shareholder), based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Scalar in preparing its opinion.

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The full text of Scalar’s written opinion, dated February 22, 2023, which sets forth the procedures followed, assumptions made, matters considered, qualifications and limitations on the review undertaken, and other matters considered by Scalar in connection with the opinion, is attached to this proxy statement/prospectus as Annex L. The summary of Scalar’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Scalar’s written opinion. Scalar’s advisory services and opinion were provided for the information and assistance of the Oxus Board and the opinion does not constitute a recommendation as to how any shareholder of Oxus should vote or act (including with respect to any redemption rights) with respect to the Business Combination or any other matter.

Recommendation of the Oxus Board of Directors

The Oxus Board believes that each of the Business Combination Proposal, the Continuance Proposal, the Governing Documents Proposals, the Share Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal is in the best interests of Oxus and its shareholders and recommends that its shareholders vote “FOR” each of the proposals to be presented at the Meeting.

When you consider the recommendation of the Oxus Board in favor of approval of each of the proposals to be presented at the Meeting, you should keep in mind that certain of Oxus’ directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. See the section entitled “The Business Combination — Interests of Oxus’ Directors and Officers in the Business Combination.”

Risk Factors (p. 26)

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Such risks include, but are not limited to:

Risks related to Borealis’ business and industry, including that:

        Borealis’ limited operating history makes it difficult to evaluate its business and prospects;

        Borealis’ financial projections are based on future events and conditions and are uncertain and unpredictable, and are based on revenue trends in the food industry and various delays Borealis has faced in its expansion efforts;

        Borealis may be unable to execute its business plan or maintain its competitive position and high-level customer satisfaction if Borealis fails to maintain adequate operational and financial resources, particularly if Borealis continues to grow rapidly;

        A significant portion of Borealis’ revenue is concentrated with a limited number of customers;

        Borealis runs the risk of crop failures largely dependent on factors outside of its control;

        Adverse climate conditions may have an adverse effect on Borealis’ business. Borealis may take various actions to mitigate its business risks associated with climate change, which may require Borealis to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks;

        Borealis’ dependence on suppliers may materially adversely affect its operating results and financial position;

        Manufacturing and production forecasts are based on multiple assumptions. Borealis must adequately estimate its manufacturing capacity and inventory supply. If Borealis overestimates its demand and overbuilds its capacity or inventory, it may have significantly underutilized assets. Underutilization of Borealis’ manufacturing facilities can adversely affect its gross margin and other operating results;

        Borealis may experience volatility in costs for ingredients and packaging due to conditions that are difficult to predict;

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        Borealis’ future success will depend, in part, on its ability to maintain its technological leadership, enhance its current food products, develop new food products that meet changing customer needs and preferences, advertise and market its food products, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis;

        Borealis’ business depends on its use of proprietary technology relying heavily on laws to protect; and

        Borealis’ independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern.

Risks related to Oxus and the Business Combination, including that:

        The fairness opinion obtained by the Oxus Board will not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinion;

        Oxus Shareholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management;

        The market price of New Borealis Common Shares after the Business Combination may be affected by factors different from those currently affecting the prices of Class A Shares;

        The Sponsor and some of Oxus’ officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Borealis is appropriate for Oxus’ Initial Business Combination;