Oxus Acquisition Corp. (“Oxus”) (NASDAQ:OXUS), a Special Purpose
Acquisition Company (SPAC), and Borealis Foods Inc. (“Borealis”)
announced today the filing of the registration statement on Form
S-4 (the “Registration Statement”) with the U.S. Securities and
Exchange Commission (the “SEC”), marking a significant advance in
Oxus’s proposed business combination with Borealis (the “Proposed
Transaction”).This filing brings Oxus closer to realizing its goal
of helping to address global food and nutritional challenges, in
partnership with an innovative food technology company Borealis.
The Oxus team has been led by CEO Kanat Mynzhanov and
Non-Executive Chairman Kenges Rakishev.Borealis, under the
leadership of its co-founder and CEO Reza Soltanzadeh, is a notable
entity in the food technology industry. The company has developed a
range of plant-based meals, including the world's first
plant-based high-protein ramen, complete with 20-grams of
protein.
Borealis has increased its gross revenues from $14.3 million in
2021 to $27.5 million in 2022 representing a 92.7% year-over-year
growth. In the three months ended March 31, 2023 its gross revenues
were $8.7 million. Borealis’s financial results for the year ended
December 31, 2022 and the three months ended March 31, 2023 and
related disclosures can be found in the Registration Statement,
which Oxus encourages all interested parties to read.Kanat
Mynzhanov, CEO of Oxus, praised the partnership, stating, “Borealis
is uniquely positioned to revolutionize the global food industry.
We believe Borealis offers a potential pathway to a more
sustainable future and is positioned to play an important role in
the fight against world hunger.” The filing of the Registration
Statement is a result of the collective efforts of Oxus and
Borealis and illustrates the companies’ alignment in their mission
to bring affordable, sustainable food solutions to a broader
market.The Proposed Transaction is currently expected to be
completed late in the fourth quarter of 2023.The Registration
Statement contains a preliminary proxy statement and prospectus in
connection with the Proposed Transaction. While the Registration
Statement has not yet become effective and the information
contained therein is subject to change, it provides important
information about Oxus, Borealis and the Proposed Transaction.
Borealis’s future strategy includes investments in innovation,
supply chain capabilities, manufacturing, and marketing, reflecting
a belief in the accelerating demand for their products across
retail and e-commerce channels. The collaboration with Oxus
represents both an expansion and a strategic alignment with a
partner who shares Borealis’s values. Additional
Information and Where to Find It
This communication relates to the proposed
transaction but does not contain all the information that should be
considered concerning the proposed transaction and is not intended
to form the basis of any investment decision or any other decision
in respect of the proposed transaction. Oxus has filed with the SEC
the Registration Statement relating to the Proposed Transaction.
When available, the definitive proxy statement/prospectus and other
relevant materials will be sent to all Oxus shareholders as of a
record date to be established for voting on the Proposed
Transaction. Oxus also will file other documents regarding the
Proposed Transaction with the SEC. Before making any voting
decision, investors and securities holders of Oxus are urged to
read the Registration Statement, the proxy statement/prospectus,
and all other relevant documents filed or that will be filed with
the SEC in connection with the proposed transaction as they become
available because they will contain important information about
Oxus, Borealis and the Proposed Transaction.
Investors and securities holders will be able to
obtain free copies of the proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC by Oxus
through the website maintained by the SEC at www.sec.gov. In
addition, the documents filed by Oxus may be obtained free of
charge from Oxus’s website at https://www.oxusacquisition.com/or by
written request to Oxus at Oxus Acquisition Corp., 300/26 Dostyk
Avenue, Almaty, Kazakhstan 050020.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, 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 PRESS RELEASE. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in Solicitation
Oxus and Borealis and their respective directors
and officers may be deemed to be participants in the solicitation
of proxies from Oxus’s shareholders in connection with the Proposed
Transaction. Information about Oxus’s directors and executive
officers and their ownership of Oxus’s securities as well as
information regarding Borealis’s directors and officers is set
forth in Oxus’s filings with the SEC, including the Registration
Statement. Additional information regarding the names and interests
in the Proposed Transaction of Oxus’s and Borealis’s respective
directors and officers and other persons who may be deemed
participants in the Proposed Transaction may be obtained by reading
the definitive proxy statement/prospectus regarding the Proposed
Transaction when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed transaction
and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of Oxus or Borealis, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of
Section 10 of the Securities Act, or exemptions therefrom.
Forward-Looking Statements
This communication contains certain
forward-looking statements within the meaning of the federal
securities laws with respect to the proposed transaction between
Borealis and Oxus, including statements regarding the benefits of
the proposed transaction, the anticipated timing of the completion
of the proposed transaction, the products offered by Borealis and
the markets in which it operates, the expected total addressable
market for the products offered by Borealis, the sufficiency of the
net proceeds of the proposed transaction to fund Borealis’s
operations and business plan and Borealis’s projected future
results. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,” “will
likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions and,
as a result, are subject to material risks and uncertainties and
other factors, many of which are outside the control of Borealis.
Many factors could cause actual future events to differ materially
from the forward-looking statements in this document, including,
but not limited to: (i) the risk that the Proposed Transaction
may not be completed in a timely manner or at all; (ii) the
risk that the Proposed Transaction may not be completed by Oxus’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline sought by Oxus;
(iii) the failure to satisfy the conditions to the
consummation of the Proposed Transaction, including the adoption of
the business combination agreement by the shareholders of Oxus and
Borealis, the satisfaction of the minimum trust account amount
following redemptions by Oxus’s public shareholders and the receipt
of certain governmental and regulatory approvals, among other
closing conditions; (iv) the occurrence of any event, change
or other circumstance that could give rise to the termination of
the business combination agreement; (vi) the effect of the
announcement or pendency of the Proposed Transaction on Borealis’s
business relationships, performance, and business generally;
(vii) risks that the Proposed Transaction disrupts current
plans and operations of Borealis; (viii) the outcome of any
legal proceedings that may be instituted against Borealis, Oxus or
others related to the business combination agreement or the
proposed transaction; (ix) the ability to meet listing
standards of the Nasdaq Stock Market LLC at or following the
consummation of the Proposed Transaction; (x) the ability to
recognize the anticipated benefits of the Proposed Transaction,
which may be affected by a variety of factors, including changes in
the competitive and highly regulated industries in which Borealis
operates, variations in performance across competitors and
partners, changes in laws and regulations affecting Borealis’s
business, the ability of Borealis and the post-combination company
to retain its management and key employees and general economic and
financial market trends, disruptions and risks; (xi) the
ability to implement business plans, forecasts, and other
expectations after the completion of the Proposed Transaction;
(xii) the risk that Borealis will need to raise additional capital
to execute its business plan, which may not be available on
acceptable terms or at all; (xiii) the risk that the combined
company experiences difficulties in managing its growth and
expanding operations; (xiv) the risk of product liability or
regulatory lawsuits or proceedings relating to Borealis’s business;
(xv) the risk that Borealis is unable to secure or protect its
intellectual property; (xvi) the effects
of COVID-19 or other public health crises on Borealis’s
business and results of operations and the global economy and
geopolitical climate generally; and (xvii) costs incurred in
connection with the Proposed Transaction. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of Oxus’s Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, the
Registration Statement and other documents filed by Oxus from time
to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially adversely from those contained in
the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Borealis and Oxus
assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Borealis nor Oxus gives or can
give any assurance that either Borealis or Oxus will achieve its
expectations.
Non-GAAP Financial Measures
This press release uses year-over-year growth,
which is a non-GAAP financial measure, to present the financial
performance of Borealis. Non-GAAP financial measures should be
viewed in addition to, and not as an alternative for, Borealis’s
operating results or cash flow from operations or any other measure
of performance as determined in accordance with GAAP. We believe
that non-GAAP financial measures are useful to investors because
such results may provide additional insights into trends in
Borealis’s business. The presentation of these measures may not be
comparable to similarly titled measures of other companies’
reports. You should review Borealis’s audited financial statements,
which are included in the Registration Statement.
Media Contact:
Oxus Acquisition Corp.
rpl@pedrosa.uk
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