Item 8.01 Other Events.
The
disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.
Additional Information and Where to Find
It
This
Current Report on Form 8-K 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 intends to file with the SEC a registration statement on Form S-4 relating to the Proposed Transaction that will include
a proxy statement of Oxus and a prospectus of Oxus. 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.
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 is set forth in Oxus’s filings with the SEC, including Oxus’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, which was filed with the SEC on March 31, 2022. To the extent that such persons’
holdings of Oxus’s securities have changed since the amounts disclosed in Oxus’s Annual Report on Form 10-K, such
changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding
the names and interests in the Proposed Transaction of Oxus’s and Borealis’ respective directors and officers and other persons
who may be deemed participants in the Proposed Transaction may be obtained by reading the 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.
Forward-Looking Statements
This
Current Report on Form 8-K 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’ operations and business plan and Borealis’ 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’ 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 NASDAQ listing standards 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’ 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
post-combination company experiences difficulties in managing its growth and expanding operations; (xiv) the risk of product liability
or regulatory lawsuits or proceedings relating to Borealis’ 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’ business and
results of operations and the global economy and geopolitical climate generally; and (xvii) costs related to 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 on Form S-4 and proxy statement/prospectus discussed above 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.
No Offer or Solicitation
This
Current Report on Form 8-K 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, Borealis, or Newco, 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.