Oxus Acquisition Corp. Files 8-K for Rule 425 Communications

Ticker: BRLSW · Form: 8-K · Filed: Feb 2, 2024 · CIK: 1852973

Complexity: simple

Sentiment: neutral

Topics: SPAC, corporate-action, regulatory-filing

TL;DR

**Oxus Acquisition Corp. is signaling active deal communications, watch for merger news.**

AI Summary

Oxus Acquisition Corp. filed an 8-K on February 2, 2024, indicating it is using Rule 425 under the Securities Act for written communications. This filing, while not detailing a specific event, signals that Oxus is actively engaged in communications related to a potential business combination or offering, which is crucial for a Special Purpose Acquisition Company (SPAC). For investors, this means Oxus is likely progressing towards a significant transaction, which could lead to a de-SPAC event and a new operating company, impacting the stock's future value and risk profile.

Why It Matters

This filing indicates Oxus Acquisition Corp. is actively communicating about a potential business combination, which is the primary goal of a SPAC and will determine its future as a public company.

Risk Assessment

Risk Level: medium — As a SPAC, Oxus Acquisition Corp. carries inherent risks related to finding and completing a suitable business combination, and this filing suggests activity without revealing specifics.

Analyst Insight

Investors should monitor Oxus Acquisition Corp. for subsequent filings or press releases that detail the specific nature of the communications referenced by the Rule 425 checkbox, as this will likely provide more concrete information about a potential business combination.

Key Players & Entities

FAQ

What is the primary purpose of this 8-K filing by Oxus Acquisition Corp.?

The primary purpose of this 8-K filing is to indicate that Oxus Acquisition Corp. is engaging in written communications pursuant to Rule 425 under the Securities Act, as checked in the appropriate box on the form.

What is the 'Date of earliest event reported' for this filing?

The 'Date of earliest event reported' for this filing is February 2, 2024.

What is Oxus Acquisition Corp.'s Commission File Number?

Oxus Acquisition Corp.'s Commission File Number is 001-40778.

Where are Oxus Acquisition Corp.'s principal executive offices located?

Oxus Acquisition Corp.'s principal executive offices are located at 300/26 Dostyk Avenue, Almaty, Kazakhstan, 050020.

What is the par value per share for Oxus Acquisition Corp.'s Class Ordinary Shares?

The filing indicates that Oxus Acquisition Corp. has 'Class Ordinary Shares Par Value 0.0001 Per Share'.

Filing Stats: 1,076 words · 4 min read · ~4 pages · Grade level 14.8 · Accepted 2024-02-02 17:25:21

Key Financial Figures

Filing Documents

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 2, 2024 Oxus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40778 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 300/26 Dostyk Avenue Almaty , Kazakhstan 050020 (Address of principal executive offices) (Zip Code) +7( 727 ) 355-8021 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one Warrant OXUSU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share OXUS The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 OXUSW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.07 Submission of Matters to a Vote of Security Holders On February 2, 2024, Oxus Acquisition Corp. (the " Company ") held an extraordinary general meeting of shareholders (the " Extraordinary General Meeting ") in connection with a business combination agreement (the " Business Combination Agreement "), relating to a proposed business combination between the Company, Borealis Foods Inc., a corporation incorporated under the Laws of Canada, and 1000397116 Ontario Inc., an Ontario corporation and a wholly-owned subsidiary of the Company, as described in the proxy statement filed by the Company with the U.S. Securities and Exchange Commission on January 16, 2024 (the " Proxy Statement "). Present at the Extraordinary General Meeting were holders of 5,148,643 of the Company's Class A and Class B ordinary shares (the " Ordinary Shares "), virtually or by proxy, representing 78.58% of the voting power of the Ordinary Shares as of January 11, 2024, the record date for the Extraordinary General Meeting (the " Record Date "), and constituting a quorum for the transaction of business. As of the Record Date, there were 6,552,131 Ordinary Shares issued and outstanding. At the Extraordinary General Meeting, the Company's shareholders approved the Business Combination Proposal, the Continuance Proposal, the Governing Documents Proposals, the Share Issuance Proposal, and the Incentive Plan Proposal, in each case as defined and described in greater detail in the Proxy Statement. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company's shareholders as the Business Combination Proposal, the Continuance Proposal, the Governing Documents Proposals, the Share Issuance Proposal and the Incentive Plan Proposal each received a sufficient number of votes for approval. Set forth below are the final voting results for all the proposals presented at the Extraordinary General Meeting: The Business Combination Proposal The proposal to approve the Business Combination Agreement and the transactions contemplated thereby was approved. The voting results were as follows: For Against Abstentions 5,082,433 66,210 0 The Continuance Proposal The proposal to approve the Continuance (as defined in the Proxy Statement), and in connection therewith, the adoption of the articles and by-laws of New Borealis (as defined in the Proxy Statement) in substantially the form attached to the Proxy Statement as Annex I for purposes of the articles and by-laws of New Borealis following the completion of the Continuance was approved. The voting results were as follows: For Against Abstentions 5,

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