As filed with the Securities and Exchange Commission on August 14, 2023.

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form S-4
Registration Statement Under the Securities Act of 1933

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OXUS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

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300/26 Dostyk Avenue
Almaty, Kazakhstan 050020
+7(727) 355-8021
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Donald J. Puglisi
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination as described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Preliminary — Subject to Completion, Dated August 14, 2023

PROXY STATEMENT AND PROSPECTUS
DATED [•], 2023

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 [•], Eastern time, on [•], 2023 (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: [•].

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 Notes) 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 terms of 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 162,353,749 Borealis Shares issued and outstanding as of March 31, 2023 (which does not take into account any Borealis Options to be vested at Closing), the Exchange Rate would be equal to approximately 0.069. 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.

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 22,386,316 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: (i) Oxus’ existing public shareholders, including our independent directors, will own approximately 9.4% of the outstanding New Borealis Common Shares, (ii) Oxus Capital Pte. Ltd. (the “Sponsor”) and its affiliates will own approximately 24.4% of the outstanding New Borealis Common Shares, (iii) Borealis’ existing Borealis Shareholders will own approximately 50.3% of the outstanding New Borealis Common Shares, (iv) EarlyBirdCapital, Inc. and Sova Capital Limited (the “Underwriters”) will own approximately 1.3% of the outstanding New Borealis Common Shares, and (v) the New Investors will own approximately 14.6% 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 (also referred to throughout as “no redemption scenario”); (ii) 750,000 of Founder Shares are forfeited by the Sponsor pursuant to the Sponsor Support Agreement (as defined below); (iii) 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 (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. 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, 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. Assuming the estimated maximum amount of redemptions that would still enable Oxus to have sufficient cash to satisfy the Minimum Cash Closing Condition in the Business Combination Agreement (also referred to throughout as the “contractual maximum redemption scenario”): (i) Oxus’ existing public shareholders, including our independent directors, will own approximately 2.8% of the outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 26.1% of the outstanding New Borealis Common Shares, (iii) Borealis’ existing Borealis Shareholders will own approximately 54.0% of the outstanding New Borealis Common Shares, (iv) the Underwriters will own approximately 1.4% of the outstanding New Borealis Common Shares, and (v) the New Investors will own approximately 15.7% of the outstanding New Borealis Common Shares. Further, in connection with the Continuance, (x) each Oxus Share outstanding immediately prior to the Continuance Effective Time shall become one New Oxus Share, and (y) each Oxus Warrant outstanding immediately prior to the Continuance Effective Time shall become a warrant exercisable for one New Oxus 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, 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 $25,000,000 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. 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 $25,000,000 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 (“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 $[•] on [•], 2023, the estimated redemption price per Class A Share would have been approximately $[•]. 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 63.4% 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 28 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.

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.

This proxy statement/prospectus is dated [•], 2023 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.

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

NOTICE OF extraordinary general MEETING OF SHAREHOLDERS
TO BE HELD ON [•], 2023

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 [•], 2023, at [•], 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: [•]. 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

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 [•], 2023 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 $[•] on [•], 2023, the estimated per share redemption price would have been approximately $[•]. 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 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 63.4% 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, [•], at [•], banks and brokers may reach [•] at [•].

TABLE OF CONTENTS

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.

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.

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.

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.

“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.

“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 December 8, 2023.

“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.

“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 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.

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) 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 terms of the applicable New Investor Note Purchase Agreement.

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 22,386,316 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, (i) Oxus’ existing public shareholders, including Oxus’ independent directors, will own approximately 9.4% of the outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 24.4% of the outstanding New Borealis Common Shares, (iii) Borealis’ existing shareholders will own approximately 50.3% of the outstanding New Borealis Common Shares and (iv) the Underwriters will own approximately 1.3% of the outstanding New Borealis Common Shares, and (v) the New Investors will own approximately 14.6% 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; 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. 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 Share, and (b) each Oxus Warrant outstanding immediately prior to the Continuance Effective Time shall become a warrant exercisable for one New Oxus 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.

•        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 December 8, 2023, or such earlier date (the “Extended Date”) as determined by Oxus’ board of directors (“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 terms of 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 Share, and (b) each Oxus Warrant outstanding immediately prior to the Continuance Effective Time shall become a warrant exercisable for one New Oxus 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 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 $10.83 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?”

There currently are 6,561,968 shares of Class A Shares and Class B Shares issued and outstanding, consisting of 2,249,468 Class A Shares originally sold as part of the units in Oxus’ IPO, 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.

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) the Oxus Shareholders, including Oxus’ independent directors, will own approximately 9.4% of the outstanding New Borealis Common Shares, (ii) the Sponsor will own approximately 24.4% of the outstanding New Borealis Common Shares, (iii) Borealis Shareholders will own approximately 50.3% of the outstanding New Borealis Common Shares, (iv) the Underwriters will own approximately 1.3% of the outstanding New Borealis Common Shares and (v) the New Investors will own approximately 14.6% 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 (i) public shareholders exercise their redemption rights with regard to 1,519,743 Public Shares, the maximum number of Public Shares that could be redeemed for cash while leaving sufficient cash available to consummate the Business Combination and (ii) no additional equity securities of Oxus are issued, the Oxus Shareholders, including Oxus’ independent directors, will own approximately 2.8% of the outstanding New Borealis Common Shares, the Sponsor will own approximately 26.1% of the outstanding New Borealis Common Shares, Borealis Shareholders will own approximately 54.0% of the outstanding New Borealis Common Shares, the Underwriters will own approximately 1.4% of the outstanding New Borealis Common Shares and the New Investors will own approximately 15.7% of the outstanding New Borealis Common Shares, in each case upon completion of the Business Combination. If the actual facts are different than these assumptions, the percentage ownership retained by Oxus’ existing shareholders 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, [•], [•], [•], [•] and [•].

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 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 [•] 2023. 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.

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 proposed Business Combination, Oxus may privately negotiate transactions to purchase Oxus Shares prior to the Closing from its shareholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the trust account without the prior written consent of Borealis. None of the Sponsor or Oxus’ directors, officers or advisors, or their respective 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 would include a contractual acknowledgement that such shareholder, although still the record holder of such 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 or 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 be effected at purchase prices that are in excess of the per-share pro rata portion of the trust account. The purpose of these purchases would be to increase the amount of cash available to Oxus for use in the Business Combination.

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 6,561,968 outstanding Oxus Shares, of which 2,249,468 are Class A Shares originally sold as part of the units in Oxus’ IPO, 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 and executive officers 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 and certain of Oxus’ directors of an aggregate of 2,812,500 Founder Shares and 1,500,000 restricted Class A Shares, which shares would become worthless if Oxus does not complete a Business Combination within the applicable time period, as the Sponsor and independent directors of Oxus have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $[•] million based on the closing price of Class A Shares of $[•] on the Nasdaq on [•], 2023, the record date for the Meeting;

•        the Sponsor and Oxus’ directors and officers are expected to hold an aggregate of approximately 16% of the outstanding New Borealis Common Shares upon the consummation of the Business Combination;

•        Oxus’ 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;

•        the potential continuation of certain of Oxus’ directors as directors 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

•        the Sponsor provided Borealis with financing pursuant to the Sponsor Convertible Notes for an aggregate principal amount of $20 million, which funding was completed by the Sponsor on December 9, 2022. The Sponsor Convertible Notes issued to the Sponsor will convert into Borealis Shares at the Closing.

These interests may influence Oxus’ directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination — Interests of Oxus’ Directors and Officers in the Business Combination.”

Q.     Did 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 Oxus Board, Scalar, LLC (“Scalar”) rendered its oral opinion to 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 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 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 $[•] on [•], the estimated per share redemption price would have been approximately $[•]. 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.

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. Based on the fair value of the marketable securities held in the trust account and assuming Borealis Indebtedness is $17,000,000, Oxus would be unable to meet this closing condition if 1,519,743 Class A Shares, or 67.6% of the outstanding Class A Shares, or more are redeemed. If redemptions by public shareholders cause Oxus to be unable to meet this closing condition, then Oxus and Borealis will not be required to consummate the Business Combination, although they may, in their sole discretion, waive this condition.

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 [•], 2023 (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.

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. There are no redemption rights with respect to the warrants.

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.

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 [•], 2023, 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 $[•].

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 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 $[•] 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 [•]. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust 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 [•], 2023, 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.

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 [•], at [•] 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 [•], 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 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, 3,280,985 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.

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 [•] to assist in the solicitation of proxies for the Meeting. Oxus and Borealis have agreed to pay [•] a fee of $[•]. Oxus and Borealis will reimburse [•] for reasonable out-of-pocket expenses and will indemnify [•] 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:

[•]

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements relate to our, and our management team’s, expectations, beliefs, intentions, projections and predictions, future plans, strategies and tactics, anticipated events or trends and similar expressions concerning factual matters that are not historical facts.

In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, respective capital resources, performance including any underlying assumptions, are forward-looking statements.

The words “approximately,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “seeks,” “would” or the negative version of these words or other comparable words or phrases and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, but are not limited to, for example, statements about:

•        our ability to consummate the Business Combination;

•        the benefits of the Business Combination;

•        New Borealis’ financial performance following the Business Combination;

•        changes in Borealis’ or New Borealis’ strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        expansion plans and opportunities; and

•        the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. None of Oxus, Borealis, New Oxus or New Borealis guarantees that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

•        the outcome of any legal proceedings that may be instituted against Oxus following announcement of the Business Combination and the transactions contemplated thereby;

•        the inability to complete the Business Combination due to the failure to obtain approval of the Oxus Shareholders or to satisfy other conditions to the Closing in the Business Combination Agreement;

•        the inability of the Business Combination, or an alternate business combination, to be completed by the Extended Date, and the potential failure of Oxus to obtain an extension of the Extended Date if sought by Oxus;

•        any waivers of the conditions to Closing that may be necessary;

•        the ability to list the New Borealis Common Shares and New Borealis Warrants on the Nasdaq following the Business Combination;

•        the risk that the proposed Business Combination disrupts current plans and operations of Borealis as a result of the announcement and consummation of the transactions described herein;

•        our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of New Borealis to grow and manage growth profitably following the Business Combination;

•        the volatility of currency exchange rates;

•        risks related to the rollout of New Borealis’ business and expansion strategy;

•        the effects of competition on New Borealis’ future business;

•        disruptions related to New Borealis’ retention of employees as a result of the Business Combination

•        changes in personnel and availability of qualified personnel;

•        costs related to the Business Combination;

•        changes in applicable laws or regulations;

•        international, national or local economic, social or political conditions that could adversely affect the companies and their business;

•        potential write-downs, write-offs, restructuring and impairment or other charges required to be taken by New Borealis subsequent to the Business Combination;

•        the possibility that Oxus Board’s valuation of Borealis was inaccurate, including the failure of Oxus’ diligence review to identify all material risks associated with the Business Combination;

•        the limited experience of certain members of New Borealis’ management team in operating a public company in the United States;

•        the volatility of the market price and liquidity of New Borealis Common Shares and New Borealis Warrants;

•        the effects of the COVID-19 pandemic on Borealis’ and New Borealis’ business;

•        the possibility that Oxus or Borealis may be adversely affected by other economic, business, and/or competitive factors; and

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

Forward-looking statements regarding expected ownership of New Borealis Common Shares and New Borealis Warrants by existing Borealis Shareholders and Oxus Shareholders following the Business Combination have been calculated based on each of Oxus’ and Borealis’ outstanding share capital, each as of the date of this proxy statement/prospectus. The statements contained under the heading “Impact of the Business Combination on New Borealis’ Public Float and Dilution to Public Shareholders” in this proxy statement/prospectus are considered forward-looking statements. Forward-looking statements representing post-Closing expectations are inherently uncertain. Estimates such as expected revenue, production, operating expenses, EBITDA, general and administrative expenses, capital expenditures, free cash flow, net debt, reserves and other measures are preliminary in nature. There can be no assurance that the forward-looking statements will prove to be accurate and reliance should not be placed on these estimates in deciding how to vote on the Proposals. See the other cautionary statements under “Impact of the Business Combination on New Borealis’ Public Float and Dilution to Public Shareholders ” for further information.

RISK FACTORS

An investment in New Borealis, and the proposed Business Combination between Borealis and Oxus, each involves a high degree of risk and uncertainty. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this proxy statement/prospectus, including the financial statements and the related notes appearing at the end of this proxy statement/prospectus, before deciding how to vote your Oxus Shares with respect to the Business Combination, and in deciding whether to cause your Class A Shares to be redeemed in connection with the Business Combination. Additional risks and uncertainties, that Oxus and Borealis do not presently consider to be material or of which Oxus and Borealis are not presently aware, also may become important factors that affect the business, results of operations or financial condition of Oxus or Borealis, or the likelihood or effects of the Business Combination, that may materially and adversely affect the investment of Oxus Shareholders prior to and following the Business Combination or in the event that the Business Combination does not occur. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Borealis’ Business

Borealis has a limited operating history which makes it difficult to evaluate its business and prospects.

Borealis has a limited operating history, which makes it difficult to evaluate its business and prospects to forecast its future results. Borealis was founded in 2019. Although Borealis has experienced substantial revenue growth on an annual basis, it has incurred losses since inception. As of December 31, 2022, Borealis had an accumulated deficit of USD $37.99 million. There can be no assurance that revenue growth will continue in the future. In addition, Borealis may experience substantial fluctuations in operating results in the future caused by various factors, including:

•        general economic conditions;

•        specific economic conditions in the food and agriculture industry;

•        inflation;

•        the introduction of new products by Borealis or its competitors; and

•        the mix of products sold and the mix of channels through which those products are sold.

As a strategic response to a changing competitive environment, Borealis may elect from time to time to make, among other things, certain pricing, product, or marketing decisions, and any such decisions could have a material adverse effect on Borealis’ periodic results of operations, including revenue and profits from quarter to quarter.

Borealis’ financial projections are based on future events and conditions and are uncertain and unpredictable.

The projections of Borealis are based on assumptions as to future events and conditions which Borealis believes to be reasonable when made, but which are inherently uncertain and unpredictable. These assumptions have not been reviewed by an independent party and are subject to significant economic and competitive uncertainties and contingencies beyond the control of Borealis and future business decisions which are subject to change. Accordingly, there can be no assurance that the actual results will meet the projections, and actual results will vary, perhaps materially, from those projected. While Borealis believes such assumptions were reasonable when made, as a result of general economic and industry trends, Borealis has determined that the assumptions on which the financial projection were based are no longer accurate. Borealis makes no representation or warranty as to the accuracy or completeness of the projections. Borealis’ independent accountants have neither examined nor compiled the projections and accordingly do not express an opinion or any other form of assurance with respect thereto.

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

Borealis’ historical financial statements have been prepared under the assumption that it will continue as a going concern. Borealis’ registered public accounting firm has issued a report on Borealis’ financial statements for the year ended December 31, 2022, and 2021, that includes an explanatory paragraph expressing substantial doubt in

Borealis ability to continue as a going concern. Borealis’ ability to continue as a going concern is dependent on its ability to obtain additional equity or debt financing. Its financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, if adequate funds are not available to Borealis when it needs them, Borealis could go into default on its outstanding indebtedness, which would, in turn, permit its creditors to enforce remedies against Borealis and cause Borealis to consider reducing, discontinuing or selling operations or seeking protection from creditors, and further raise substantial doubt about Borealis’ ability to continue as a going concern. The doubt regarding Borealis’ potential ability to continue as a going concern may adversely affect its ability to obtain new financing on reasonable terms or at all. Additionally, if Borealis is unable to continue as a going concern, its shareholders may lose some or all of their investment in the Corporation.

Borealis faces market competition, and if Borealis is unable to compete effectively with its competitors, Borealis’ business and operating results could be materially adversely affected.

The food and agriculture business is highly competitive, and faces increased competition as a result of consolidation, channel proliferation, and the growth of online food retailers and new market participants. Currently, the leading providers of food and agriculture products include large food and agriculture companies, as well as a number of smaller companies. Many of these companies possess financial resources significantly greater than those of Borealis, and accordingly could initiate and support prolonged price competition to gain market share. In particular, the large food and agriculture companies could significantly undercut Borealis’ pricing for its products. If significant price competition were to develop, Borealis likely would be forced to lower its prices, possibly for a protracted period, which would have a material adverse effect on its financial results and could threaten its economic viability. In addition, many of these large competitors possess marketing, agricultural and food processing resources greater than those of Borealis. Smaller competitors, although often faced with financial barriers, typically compete on the basis of their ability to create niche markets by rapidly introducing products of interest to local customers and then expanding. The resulting price pressure and niche loyalties present substantial competitive challenges for Borealis.

Borealis may not continue to grow or maintain its active customer base, may not be able to achieve or maintain profitability, and may not be aligned with customer trends and preferences.

There are a number of trends in consumer preferences which have an impact on Borealis and the food industry as a whole. These include, among others, preferences for speed, convenience and ease of food preparation, natural, nutritious and well-proportioned meals, products that are sustainably sourced and produced and are otherwise environmentally friendly, as well as a recent trend toward meat substitutes. Concerns as to the health impacts and nutritional value of certain foods may increasingly result in food producers being encouraged or required to produce products with reduced levels of salt, sugar, and fat and to eliminate trans-fatty acids and certain other ingredients. Consumer preferences are also shaped by concern over waste reduction and the environmental impact of products. The success of Borealis depends on both the continued appeal of its products and, given the varied backgrounds and tastes of its customer base, its ability to offer a sufficient range of products to satisfy a broad spectrum of preferences. Any shift in consumer preferences in the material markets in which Borealis operates could have a material adverse effect on its business. Consumer tastes are also susceptible to change. In addition, the growing presence of alternative retail channels could negatively impact its sales if Borealis fails to adapt. For example, consumers with increasingly busy lifestyles are choosing the online grocery channel as a more convenient and faster way of purchasing their food products, and are also increasingly using the internet for meal ideas. Borealis’ competitiveness, therefore, depends on its ability to predict and quickly adapt to consumer preferences and trends, exploiting profitable opportunities for product development without alienating its existing consumer base or focusing excessive resources or attention on unprofitable or short-lived trends. All of these efforts require significant research and development and marketing investments. If Borealis is unable to respond on a timely and appropriate basis to changes in demand or consumer preferences and trends, its sales volumes and margins could be materially adversely affected.

Borealis will need to grow the size of its organization, and Borealis may experience difficulties in managing this growth.

Borealis is currently experiencing rapid growth and expansion. This rapid growth has placed, and is expected to continue to place, a significant strain on Borealis’ administrative, operational, and financial resources and increased demands on its systems and controls. While Borealis believes that its operating and financial control systems and

controls are adequate to address expansion plans for the next 12 months, there can be no assurance that such systems and controls will be adequate to maintain and effectively monitor future growth. Failure to continue to upgrade the operating and financial control systems or unexpected expansion difficulties could adversely affect Borealis’ business, results of operations, and financial condition. Borealis anticipates that its continued growth will require it to recruit and hire a substantial number of new managerial, agricultural and food processing, and sales and marketing personnel.

While Oxus and Borealis work to complete the Business Combination, Borealis’ management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources. The diversion of management’s attention and any difficulties encountered in the transition process could harm its business, financial condition, results of operations, and prospects and those of New Borealis following the Business Combination. In addition, uncertainty about the effect of the Business Combination on its employee’s consultants, customers, suppliers, partners, and other third parties, including regulators, may have an adverse effect on New Borealis following the Business Combination. These uncertainties may impair New Borealis’ ability to attract, retain, and motivate key personnel for a period of time after the completion of the Business Combination.

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

Borealis must continue to expand in order to maintain its competitive position and continue to meet its customers’ increasing demands for product, variety, quality and availability, and price/performance targets. Borealis’ ability to grow depends, to a significant extent, on its ability to expand its food processing operations, which requires significant advance capital expenditures, as well as advance expenditures and commitments for facilities, personnel, and advertising. Timely access to capital markets is essential for Borealis to achieve its financial projections. Borealis will need to raise additional capital from equity or debt sources in order to finance its projected growth and capital expenditures contemplated for future periods. There can be no assurance that Borealis will be able to raise such capital on favorable terms or at all. In the event that Borealis is unable to obtain such additional capital, Borealis may be required to reduce the scope of its presently anticipated expansion. Borealis’ inability to achieve projected growth could have a material adverse effect on its results of operations and could adversely impact Borealis’ ability to compete.

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

Borealis’ ability to ensure a continuing supply of ingredients at competitive prices depends on many factors beyond its control, such as the number and size of farms that grow certain crops such as wheat, the vagaries of these farming businesses (including poor harvests impacting the quality of the peas grown), changes in national and world economic conditions, including as a result of COVID-19 or the outbreak of hostilities or war, tariffs and its ability to forecast its ingredient requirements. The high-quality ingredients used in many of its products are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes, hurricanes, and pestilence. Adverse weather conditions and natural disasters can lower crop yields and reduce crop size and quality, which in turn could reduce the available supply of, or increase the price of, quality ingredients. In addition, Borealis purchases some ingredients and other materials offshore, and the price and availability of such ingredients and materials may be affected by political events or other conditions in these countries or tariffs, trade wars, or the outbreak of hostilities or war. Borealis also competes with other food producers in the procurement of ingredients, and this competition may increase in the future if consumer demand for plant-based protein products increases. If supplies of quality ingredients are reduced or there is greater demand for such ingredients from Borealis and others, Borealis may not be able to obtain sufficient supply that meets its strict quality standards on favorable terms, or at all, which could materially adversely impact its ability to supply products and may materially adversely affect its business, results of operations, and financial condition.

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.

Increasing concentrations of greenhouse gases in the atmosphere have generally been concluded to lead to increased ambient global temperatures, as well as changes in weather patterns and the frequency and severity of extreme weather and natural disasters. Adverse climate conditions, weather patterns, and the impact of such conditions and patterns such as drought, flood, wildfires, and rising ambient temperatures adversely impact product cultivation conditions for farmers and agricultural productivity, including by disrupting ecosystems and severely altering the growing conditions, nutrient levels, soil moisture, and water availability necessary for the growth and cultivation of crops, which would adversely affect the product quality, availability or cost of certain commodities that are necessary for Borealis’ products, such as flour, paper, and edible oil. Due to climate change, Borealis may also be subjected to decreased availability of water, deteriorated quality of water or less favorable pricing for water, which could adversely impact its manufacturing and distribution operations. These and other changes to the physical environment may adversely impact its operations or those of the suppliers on whom Borealis relies. While Borealis may take various actions to mitigate its business risks associated with climate change, this 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. Such climate risks may materially adversely affect Borealis’ business, results of operations and financial condition.

The spread of contagious diseases, natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty may cause global economic disruption, and its impact on Borealis’ business is uncertain.

The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (such as the COVID-19 pandemic, other pandemics, epidemics, or other public health crises) in locations where Borealis’ products are sold, man-made or natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact distributor, retailer, foodservice, and consumer demand for Borealis’ products and may lead to material and volatile increases in commodity pricing of raw materials used by Borealis and in other costs incurred by Borealis. For example, in connection with the war in Ukraine, governments in the U.S., U.K. and the EU have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. The uncertainty resulting from the military conflict in Europe has given rise and may continue to give rise to increases in costs of goods and services, scarcity of certain ingredients, increased trade barriers or restrictions on global trade. Further escalation of geopolitical tensions could have a broader impact that expands into other markets where Borealis does business, which could materially adversely affect its business and/or its supply chain, business partners or customers in the broader region, including potential destabilizing effects that such conflicts may pose for the European continent or the global oil and natural gas markets. In addition, Borealis’ ability to manage normal commercial relationships with its suppliers, co-manufacturers, distributors, retailers, foodservice customers, consumers, and creditors may suffer.

As global economic conditions and commodity pricing of raw materials used by Borealis continue to be volatile or uncertain and recessionary or inflationary pressures exist, trends in consumer discretionary spending also remain unpredictable and subject to changes. Borealis has seen consumers shift purchases to lower-priced or other perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit, change in federal economic policy and recent international trade disputes. In particular, consumers have reduced the amount of plant-based food products that they purchase where there are conventional animal-based protein offerings, which generally have lower retail prices. In addition, consumers may choose to purchase private label products, rather than branded products, because they are generally less expensive. Distributors, retailers and foodservice customers have become more conservative in response to these conditions and have sought to reduce their inventories. Borealis’ results of operations depend upon, among other things, its ability to maintain and increase sales volume with its existing distributors, retailer and foodservice customers, its ability to attract new consumers, the financial condition of its consumers and its ability to provide products that appeal to consumers at the right price. Decreases in demand for Borealis’ products without a corresponding decrease in costs could put downward pressure on margins and may materially adversely impact Borealis’

financial results and financial position. Prolonged unfavorable economic conditions or uncertainty would be expected to have an adverse effect on Borealis’ sales and profitability, which could be material, and may result in consumers making long-lasting changes to their discretionary spending behavior on a more permanent basis.

The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm Borealis’ business.

Borealis’ success depends to a significant degree upon the continued contributions of its senior operating management, including Borealis’ co-founders, Reza Soltanzadeh, Chief Executive Officer, and Barthelemy Helg, Chairman of the Board. The loss of the services of Mr. Soltanzadeh or Mr. Helg could have a material adverse effect on Borealis’ business, results of operations, and financial condition. Borealis’ success and future growth also will depend on its ability to attract and retain qualified management, technical and sales and marketing personnel. Competition for such personnel in the industry is intense. There can be no assurance that Borealis will be successful in attracting and retaining such personnel.

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

Borealis has no long-term contracts with its suppliers. Although Borealis attempts to maintain a minimum of two vendors for each required food ingredient, certain raw materials and products used by Borealis in processing its products are currently acquired or available from only one source. Borealis has from time-to-time experienced significant delays in the receipt of certain of these ingredients. A failure by a supplier to deliver quality ingredients on a timely basis, or the inability to develop alternative sources if and as required, could result in delays which could materially adversely affect Borealis’ 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 must accurately forecast demand for each of its products and inventory needs in order to ensure it has adequate available manufacturing capacity for each such product and to ensure it is effectively managing its inventory. Borealis’ forecasts are based on multiple assumptions which may cause its estimates to be inaccurate and affect its ability to obtain adequate manufacturing capacity and adequate inventory supply in order to meet the demand for its products, which could prevent Borealis from meeting increased customer demand and harm its brand and its business and, in some cases, may result in fines or indemnification obligations Borealis must pay customers or distributors if it is unable to fulfill orders placed by them in a timely manner or at all. 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. If demand for Borealis products experiences a prolonged decrease, it may be required to terminate or make penalty-type payments under certain supply chain arrangements, close or idle facilities and write down its long-lived assets or shorten the useful lives of underutilized assets and accelerate depreciation, which would increase expenses.

If demand does not materialize at the rate forecasted, Borealis may not be able to scale back its manufacturing expenses or overhead costs quickly enough to correspond to the lower than expected demand. Approximately 72% of Borealis’ revenue is derived from two customers. If those customers reduce their purchases or cancel their contracts, Borealis would lose most of its current revenue. This could result in lower margins and adversely impact Borealis’ business, results of operations, and financial position. Additionally, if product demand decreases or Borealis fails to forecast demand accurately, its results may be adversely impacted due to higher costs resulting from lower manufacturing utilization, causing higher fixed costs per unit produced. Further, Borealis may be required to recognize excess or obsolete inventory write-off charges, or excess capacity charges, which would have a material negative impact on its results of operations and financial position.

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

Borealis purchases large quantities of food ingredients. In addition, Borealis purchases and uses significant quantities of paper and film to package its products. Costs of food ingredients and packaging are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, weather conditions, consumer demand, and changes in governmental trade and agricultural programs. Volatility in the prices of ingredients and other supplies Borealis purchase could increase its cost of sales and reduce its profitability. Moreover, Borealis may not be able to implement price increases for its products to cover any increased costs, and any price increases Borealis does implement may result in lower sales volumes. If Borealis is not successful in managing its ingredient and packaging costs, if Borealis is unable to increase its prices to cover increased costs or if such price increases reduce its sales volumes, then such increases in costs may materially adversely affect its business, results of operations and financial condition.

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.

The market for processing Borealis’ food products is characterized by rapidly changing technology, evolving industry standards, changes in customer needs and preferences and frequent new product introductions. 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. There can be no assurance that Borealis will be successful in developing new food products or enhancing its existing food products on a timely basis, or that such new food products or enhancements will achieve market acceptance. In addition, there can be no assurance that food products or technologies developed by others will not render Borealis’ food products or technology uncompetitive or obsolete.

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

Borealis’ success and ability to compete is dependent in part upon its technology, although Borealis believes that its success is more dependent upon its development and distribution expertise than its proprietary rights. Borealis relies on a combination of patent, copyright, trademark and trade secret laws, and contractual restrictions to establish and protect its technology. There can be no assurance that the steps taken by Borealis will be adequate to prevent misappropriation of its technology or that Borealis’ competitors will not independently develop technologies that are substantially equivalent or superior to Borealis’ technology.

Inadequate technical and legal intellectual property (IP) protections could prevent Borealis from defending or securing its proprietary technology and IP.

Borealis’ commercial success depends in part on its ability to protect its intellectual property and proprietary technologies. Borealis relies on a combination of patent protection, where appropriate and available, copyrights, trade secrets and trademark laws, as well as confidentiality and other contractual restrictions to protect its proprietary technology. However, these legal means afford only limited protection and may not adequately protect its proprietary technology or permit it to gain or keep a competitive advantage. Borealis’ intellectual property consists principally of patents, trademarks, and trade secrets.

There can be no assurance about which, if any, patents will issue from these applications, the breadth of any such patents, or whether any issued patents will be found invalid and unenforceable or will be threatened by third parties. Any successful opposition to these patents or any other patents owned by or, if applicable in the future, licensed to Borealis could deprive it of rights necessary for the successful commercialization of products that Borealis may develop. Since patent applications in most countries are confidential for a period of time after filing (in most cases 18 months after the filing of the priority application), Borealis cannot be certain that it was the first to file on the technologies covered in several of the patent applications related to Borealis’ technologies or products.

Patent law can be highly uncertain and involve complex legal and factual questions for which important principles remain unresolved. In the United States, and in many international jurisdictions, policy regarding the breadth of claims allowed in patents can be inconsistent or unclear. The U.S. Supreme Court and the Court of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how the patent laws of the United States are interpreted. Similarly, international courts and governments have made, and will continue to make, changes in how the patent laws in their respective countries are interpreted. Borealis cannot predict future changes in the interpretation of patent laws by judicial bodies or changes to patent laws that might be enacted into law by legislative bodies.

Any cybersecurity-related attack, significant data breach, or disruption of the information technology systems, infrastructure, network, third-party processors, or platforms on which Borealis’ relies could damage its reputation and materially adversely affect its business, and financial results.

Borealis’ operations rely on information technology systems for the use, storage, and transmission of sensitive and confidential information with respect to its customers, its employees, and other third parties. A malicious cybersecurity-related attack, intrusion, or disruption by either an internal or external source or other breach of the systems on which its platform and products operate, and on which its employees conduct business, could lead to unauthorized access to, use of, loss of, or unauthorized disclosure of sensitive and confidential information, disruption of our services, viruses, worms, spyware, or other malware being served from its platform, networks, or systems; and resulting regulatory enforcement actions, litigation, indemnity obligations, and other possible liabilities, as well as negative publicity, which could damage its reputation, impair sales, and harm its business. Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of products and services have been and are expected to continue to be targeted. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing, employee theft, or misuse and denial-of-service attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions). Cyberattacks may also gain publishing access to our customers’ accounts on its platform, using that access to publish content without authorization. Despite efforts to create security barriers to such threats, it is not feasible, as a practical matter, for Borealis to entirely mitigate these risks. If its security measures are compromised as a result of third-party action, employee, customer, or user error, malfeasance, stolen, or fraudulently obtained log-in credentials or otherwise, Borealis’ reputation would be damaged, its data, information or intellectual property, or those of its customers may be destroyed, stolen, or otherwise compromised, its business may be harmed and it could incur significant liability. Borealis has not always been in the past and may be unable to in the future to anticipate or prevent techniques used to obtain unauthorized access to or compromise of its systems because they change frequently and are generally not detected until after an incident has occurred. Borealis cannot be certain that it will be able to prevent vulnerabilities in its software or address vulnerabilities that it may become aware of in the future. In the past, Borealis has experienced a cybersecurity-related incident. While it is believed that no information of Borealis or its customers was compromised as a result of the incident, New Borealis cannot be certain that will be the case in the future.

Further, as Borealis relies on third-party cloud infrastructure, it depends in part on third-party security measures to protect against unauthorized access, cyberattacks, and the mishandling of data and information. If these third parties fail to adhere to adequate data security procedures, or in the event of a breach of their networks, Borealis’ own, and its customers’ data may be improperly accessed, used, or disclosed. Any cybersecurity event, including any vulnerability in its software, cyberattack, intrusion, or disruption or any failure or breach unrelated to its own action or inaction, could result in significant increases in costs, including costs for remediating the effects of such an event; lost revenue due to network downtime, a decrease in customer and user trust; increases in insurance premiums due to cybersecurity incidents; increased exposure to a risk of litigation and possible liability; increased costs to address cybersecurity issues and attempts to prevent future incidents; and harm to Borealis’ business, or financial results, and its reputation because of any such incident.

Borealis’ existing general liability insurance coverage and coverage for cyber liability or errors or omissions may not continue to be available on acceptable terms or may not be available in sufficient amounts to cover one or more large claims and its insurer may deny coverage with respect to future claims. The successful assertion of one or more large claims against Borealis that exceed available insurance coverage, or the occurrence of changes in its insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, would harm Borealis’ business. Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of personal data.

Borealis is subject to government regulation and industry policy risks that may change and cause it to no longer comply.

Borealis’ operations are subject to extensive regulation by the U.S. Food and Drug Administration, the U.S. Department of Agriculture and other national, state, and local authorities. Specifically, Borealis is subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food. Under this program the FDA regulates manufacturing practices for foods through its current good manufacturing practices (“cGMPs”) regulations and specifies the recipes for certain foods. Borealis’ processing facilities and products are subject to periodic inspection by federal, state, and local authorities. Borealis seeks to comply with applicable regulations through a combination of employing internal personnel to ensure quality-assurance compliance (for example, assuring that food packages contain only ingredients as specified on the package labeling) and contracting with third-party laboratories that conduct analyses of products for the nutritional-labeling requirements.

Failure by Borealis to comply with applicable laws and regulations or maintain permits and licenses relating to its operations could subject Borealis to civil remedies, including fines, injunctions, recalls, or seizures, as well as potential criminal sanctions, which could result in increased operating costs resulting in a material adverse effect on Borealis’ results of operations and financial condition.

Borealis may be subject to changes in laws or regulations that can change on any given day.

The manufacture and marketing of food products is highly regulated. Borealis is subject to a variety of laws and regulations, which apply to many aspects of its business, including the sourcing of raw materials, manufacturing, packaging, labeling, distribution, advertising, sale, quality, and safety of its products. Laws and regulations are subject to change or to the adoption of new laws and regulations. Since the food industry is rapidly changing due to technological and other developments, there is a material likelihood that the laws and regulations applicable to Borealis and its business will change or be newly adopted, particularly since Borealis expects to be a developer or early adopter of technological and other developments in the food industry.

For example, the FDA and the U.S. Department of Agriculture, other state regulators in the United States, and other similar international regulatory authorities could take action to further impact Borealis’ ability to use or refer to certain terms to describe or advertise its products. In addition, a food may be deemed misbranded if its labeling is false or misleading in any particular way, and the FDA, CFIA, EU member state authorities or other regulators could interpret the use of a term to describe Borealis’ plant-based products as false or misleading or likely to create an erroneous impression regarding their composition.

Should regulatory authorities take action with respect to the use of a specific term, such that Borealis is unable to use those terms with respect to its plant-based products, it could be subject to enforcement action or could be required to recall its products marketed using these terms. Thus, Borealis may be required to modify its marketing strategy, and its business, financial condition, and results of operations could be adversely affected.

Changes in or the adoption of laws and regulations could have a material effect on Borealis, its business, results of operations and financial condition.

Borealis is subject to multinational requirements beyond its control.

A key component of Borealis’ strategy is its planned expansion into international markets. There can be no assurance as to the ability of Borealis to obtain the capital it requires to finance its expansion into these markets. In addition, there can be no assurance as to the ability of Borealis to obtain the permits and operating licenses required for it to operate or to hire and train employees or market, sell, and deliver high quality food products in these markets. In addition to the uncertainty as to Borealis’ ability to expand its international presence, there are certain risks inherent to doing business on an international level, such as unexpected changes in regulatory requirements, tariffs and other trade barriers, difficulties in staffing and managing foreign operations, longer payment cycles, problems in collecting accounts receivable, political instability, fluctuations in currency exchange rates, seasonal reductions in business activity during the summer months in Europe and certain other parts of the world and potentially adverse

tax consequences, which could adversely impact the success of, Borealis’ international operations. There can be no assurance that such factors will not have a material adverse effect on Borealis’ future international operations and, consequently, on Borealis’ business, results of operations and financial condition.

If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

Borealis entered into the Business Combination agreement with Oxus on February 23, 2023 for a de-SPAC amalgamation. There are substantial conditions to Closing that must be satisfied or waived to complete the Business Combination. There can be no assurance that the Business Combination will close. These conditions are described in detail in the Business Combination Agreement and include among other requirements, (i) shareholder approval 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 will have at least $5,000,001 of net tangible assets, (vi) the amount of Closing Available Cash is at least $30,000,000, and (vii) a registration statement for the Business Combination 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 a Borealis Material Adverse Effect, (ii) delivery of certain required consents, documents and certificates, (iii) delivery of certain PCAOB audited financial statements, (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. Borealis cannot assure investors that all of the conditions will be satisfied.

The condition that the registration statement be declared effective is dependent upon a variety of factors, including among others Borealis having prepared and included in the registration statement audited financial statements for prescribed periods in accordance with SEC rules and regulations. Borealis historically has not prepared such financial statements and is in the process of preparing them although there can be no assurance that they will be prepared and, if prepared, whether the financial statements will require revisions arising out of comments made by the SEC in connection with the SEC review of the registration statement that Borealis is able to make.

If the conditions to completion of the Business Combination contained in the Business Combination Agreement are not satisfied or waived, the Business Combination will not occur or may be delayed, and such delay may cause Borealis to lose some or all of the intended benefits of the Business Combination and could have a material adverse effect on Borealis, its business, results of operations and financial position. In addition, the Notes would not be subject to the automatic conversion that would have been triggered by completion of the Business Combination.

In the event the Business Combination deal does not occur Borealis could be obligated to pay a reverse termination fee of USD $5,000,000 payable under certain circumstances. Even if the deal does close, New Borealis may face risks associated with the integration of their companies and may need additional financing to carry out their business plan. If integration is not successful or if additional financing is not obtained, New Borealis, its business, results of operations and financial position would be materially adversely affected.

Shareholders may experience dilution of their ownership interests if New Borealis issues additional capital stock or makes investments.

New Borealis expects to issue additional capital stock in connection with potential future financings, acquisitions, investments, its stock incentive plans, or otherwise. Such issuances will result in dilution to all other shareholders. New Borealis expects to grant equity awards to employees, directors, and consultants under its stock incentive plans. New Borealis also may raise capital through equity financings in the future. As part of New Borealis’ business

strategy, New Borealis may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause shareholders to experience significant dilution of their ownership interests and the per share value of New Borealis’ common stock to decline.

Risks Relating to Oxus and the Business Combination

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

Scalar has provided a fairness opinion to Oxus Board stating that, as of the date of such opinion, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on review undertaken, and other matters considered by Scalar in preparing such opinion, the Consideration (as defined in such opinion) to be paid by Oxus pursuant to the Business Combination Agreement is fair from a financial point of view 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 collectively referred to as the Excluded Parties), 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.

Oxus Board has not obtained an updated fairness opinion as of the date of this proxy statement/prospectus from Scalar, and Oxus Board does not expect to receive an updated fairness opinion prior to the completion of the Business Combination.

The opinion does not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinion, including changes in the operations and prospects of Oxus or Borealis, regulatory or legal changes, general market and economic conditions and other factors that may be beyond the control of Oxus and Borealis and on which the fairness opinion was based, and that may alter the value of Oxus and Borealis or the prices of the Class A Shares or the Borealis Shares prior to consummation of the Business Combination. The value of the Class A Shares and the Borealis Shares has fluctuated since, and could be materially different from its value as of, the date of Scalar’s opinion, and Scalar’s opinion does not address the prices at which the New Borealis Common Shares, Class A Shares, Class B Shares, or other securities or financial instruments of or relating to Oxus may trade. The opinion does not speak as of the time the Business Combination will be completed or as of any date other than the date of such opinion. Oxus does not anticipate asking Scalar to update Scalar’s opinion, and Scalar does not have an obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events that may have occurred or may occur after the date of the opinion. The written opinion of Scalar is attached as Annex L to this proxy statement/prospectus and is incorporated by reference herein.

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

Upon the issuance of the New Oxus Common Shares to Borealis Shareholders, which New Oxus Common Shares survive and continue as New Borealis Common Shares following the New Oxus Amalgamation, current Oxus Shareholders’ percentage ownership will be diluted. Additionally, of the expected members of the New Borealis Board of directors after the completion of the Business Combination, two directors will be nominated by Borealis, two directors will be nominated by the Sponsor, one director will be nominated by Belphar Ltd., and two independent directors are to be appointed. The percentage of New Borealis Common Shares that will be owned by current Oxus Shareholders as a group will vary based on the number of Class A Shares for which the holders thereof request redemption in connection with the Business Combination. To illustrate the potential ownership percentages of current Oxus Shareholders under different redemption levels, current Oxus Shareholders, as a group, will own (1) if there are no redemptions, 35.1% of New Borealis Common Shares expected to be outstanding immediately after the Business Combination, or (2) if there are full redemptions of the outstanding Class A Shares (i.e. the maximum number of Public Shares that could be redeemed in connection with the Business Combination are redeemed, excluding any shares issuable pursuant to Oxus’ outstanding warrants), 30.3% of New Borealis Common Shares expected to be outstanding immediately after the Business Combination. Because of this, current

Oxus Shareholders, as a group, will have less influence on the board of directors, management and policies of New Borealis than they now have on the board of directors, management and policies of Oxus. See the section entitled “Summary — Impact of the Business Combination on New Borealis’ Public Float and Dilution to Public Shareholders” of this proxy statement/prospectus for an illustration of the number of shares and percentage interests outstanding under these scenarios.

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.

Upon completion of the Business Combination, holders of Borealis Shares will become holders of New Borealis Common Shares. Prior to the Business Combination, Oxus has had limited operations. Upon completion of the Business Combination, New Borealis’ results of operations will depend upon the performance of New Borealis’ businesses, which are affected by factors that are different from those currently affecting the results of operations of Oxus.

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.

The personal and financial interests of the Sponsor, officers and directors may influence or have influenced their motivation in identifying and selecting a target for the Business Combination, their support for completing the Business Combination and the operation of New Borealis following the Business Combination.

The Sponsor owns 2,662,500 Class B Shares and 1,500,000 Class A Shares, directors own 150,000 Class B Shares, and the Underwriters own 300,000 Class A Shares, which were initially acquired prior to the Oxus IPO for an aggregate purchase price of $25,000. Oxus’ directors and officers have pecuniary interests in the Oxus ordinary shares held by the Sponsor through their ownership interest in the Sponsor. Such shares had an aggregate market value of approximately $[•] based upon the closing price of $[•] per share on Nasdaq on [•], 2023. As a result, the Sponsor may receive a positive return on its Founder Shares, even if public shareholders experience a negative return on their investment after consummation of the Business Combination.

In addition, simultaneously with Oxus IPO and the exercise of the Underwriters’ over-allotment option, the Sponsor and the Underwriters purchased an aggregate of 9,300,000 Private Placement Warrants, each exercisable for one Oxus Class A Share at $11.50 per share, for a purchase price of approximately $9.3 million, or $1.00 per warrant. The proceeds from the Private Placement Warrants were added to the proceeds from the Oxus IPO to be held in the trust account. Such Oxus Private Placement Warrants had an aggregate market value of $[•] based upon the closing price of $[•] per warrant on Nasdaq on [•], 2023. If Oxus does not consummate an Initial Business Combination by the Extended Date, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public shareholders and the Private Placement Warrants held by the Sponsor will be worthless. As a result, the Sponsor may be incentivized to complete the Business Combination, or an alternative Initial Business Combination with a less favorable company or on terms less favorable to Oxus Shareholders, rather than to liquidate, in which case the Sponsor would lose its entire investment. As a result, the Sponsor and officers/directors may have a conflict of interest in determining whether Borealis is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination.

In addition to the interests described above, the Sponsor and some of Oxus’ officers and directors may have the following conflicts:

•        None of Oxus’ officers and directors is required to commit their full time to Oxus’ affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

•        Each of Oxus’ officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Oxus does not believe, however, that the pre-existing fiduciary duties or contractual obligations of its officers and directors will materially undermine its ability to complete the Business Combination, and such pre-existing fiduciary duties and contractual obligations did not materially affect its search for an acquisition target.

•        It is anticipated that upon completion of the Business Combination and assuming no redemptions by Oxus public shareholders, the Sponsor will own approximately 24.4% of New Borealis. This level of ownership interest: (a) assume that no Oxus public shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in Oxus’ trust account and (b) assume no exercise of Oxus Public Warrants and Oxus Private Placement Warrants.

•        If Oxus is unable to complete an Initial Business Combination within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Oxus for services rendered or contracted for or products sold to Oxus. If Oxus consummates an Initial Business Combination, on the other hand, Oxus will be liable for all such claims.

•        Oxus’ officers and directors, and their affiliates, may be entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Oxus’ behalf, such as identifying and investigating possible business targets and business combinations. However, if Oxus fails to consummate an Initial Business Combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, Oxus may not be able to reimburse these expenses if the Business Combination or another Initial Business Combination is not completed within the completion window.

•        The Sponsor provided Borealis with financing pursuant to the Sponsor Convertible Notes for an aggregate principal amount of $20 million, which funding was completed by Sponsor on December 9, 2022. The Sponsor Convertible Notes issued to Sponsor will convert into Borealis Shares at the Closing.

In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that Oxus’ directors and officers may have financial interests in the Business Combination that may be different from, or in addition to, the interests of Oxus Shareholders, including as a result of their ownership interests in the Sponsor.

The personal and financial interests of Oxus’ officers and directors may have influenced their motivation in identifying and selecting Borealis, and completing an Initial Business Combination with Borealis and may influence their operation of the post-combination company following the Business Combination. This risk may become more acute as the deadline of the Extended Date for completing an Initial Business Combination nears.

Oxus Board was aware of and considered these interests, among other matters, in reaching the determination that the Business Combination Agreement and the transactions contemplated thereby, including the merger, were advisable and in the best interests of, Oxus and its shareholders. See the section entitled “The Business Combination — Interests of Oxus’ Directors and Officers in the Business Combination” of this proxy statement/prospectus for a detailed discussion of the special interests that the Sponsor and Oxus directors and officers may have in the Business Combination.

Oxus Initial Shareholders hold a significant number of Oxus Shares. They will lose their entire investment if Oxus does not complete an Initial Business Combination.

The Oxus Initial Shareholders hold all 2,812,500 outstanding Class B Shares and 1,500,000 Class A Shares, representing 65.7% of the total outstanding Oxus ordinary shares. The Oxus ordinary shares held will be worthless if Oxus does not complete an Initial Business Combination by the Extended Date. The Class B Shares are identical to the Class A Shares included in the units, except that (1) the Class B Shares and the Class A Shares which the Class B Shares convert into upon an Initial Business Combination are subject to certain transfer restrictions, (2) the Oxus Initial Shareholders have entered into a Letter Agreement, pursuant to which they have agreed (a) to waive their redemption rights with respect to their Oxus ordinary shares owned in connection with the completion of an Initial Business Combination and (b) to waive their rights to liquidating distributions from the trust account with respect to their Oxus ordinary shares if Oxus fails to complete an Initial Business Combination by the Extended Date, although they will be entitled to liquidating distributions from the trust account with respect to any Public Shares they hold if Oxus fails to complete an Initial Business Combination by the Extended Date and (3) the Class B Shares are automatically convertible into New Borealis Common Shares at the time of an Initial Business Combination, as described herein.

Either Oxus or Borealis may waive one or more of the conditions to the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement.

Either Oxus or Borealis may agree to waive, in whole or in part, some of the conditions to its obligations to consummate the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement, to the extent permitted by Oxus’ amended and restated memorandum and articles of association and applicable laws. For example, it is a condition to Oxus’ obligations to consummate the Business Combination that certain of Borealis’ representations and warranties are true and correct in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect. However, if Oxus Board determines that it is in the best interest of Oxus Shareholders to waive any such breach, then Oxus Board may elect to waive that condition and consummate the Business Combination.

The existence of financial and personal interests of one or more of Oxus’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Oxus and its shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Oxus’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. As of the date of this proxy statement/prospectus, Oxus does not believe there will be any changes or waivers that its directors and officers would be likely to make after shareholder approval of the Business Combination has been obtained, except as Oxus may do with the timing of the delivery of Borealis’ PCAOB audited financial statements. While certain changes could be made without further shareholder approval, Oxus will circulate a new or amended proxy statement/prospectus and resolicit Oxus’ shareholders if changes to the terms of the Business Combination would have a material impact on its shareholders or represent a fundamental change in the proposals being voted upon. See the section entitled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for a further discussion of these considerations.

Oxus may not have sufficient funds to consummate the Business Combination.

As of March 31, 2023, Oxus had approximately $0.06 million of cash available to it outside the trust account to fund its working capital requirements, prior to payment of any then-outstanding current liabilities. If Oxus is required to seek additional capital, it would need to borrow funds from the Sponsor, its management team or other third parties to operate or it may be forced to liquidate. None of such persons is under any obligation to advance funds to Oxus in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to Oxus upon completion of the Business Combination. If Oxus is unable to consummate the Business Combination because it does not have sufficient funds available, Oxus will be forced to cease operations and liquidate the trust account. Consequently, Oxus’ public shareholders may receive less than $10.65 per share and their warrants will expire worthless.

Termination of the Business Combination Agreement could negatively impact Oxus and Borealis.

If the Business Combination is not completed for any reason, including as a result of Oxus’ shareholders declining to approve the proposals required to effect the Business Combination, the ongoing businesses of Oxus and Borealis may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, Oxus and Borealis would be subject to a number of risks, including the following:

•        Oxus or Borealis may experience negative reactions from the financial markets, including negative impacts on Oxus Share price (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

•        Borealis may experience negative reactions from its customers, vendors and employees;

•        Oxus and Borealis will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

•        since the Business Combination Agreement restricts the conduct of Oxus’ and Borealis’ businesses prior to completion of the Business Combination, each of Oxus and Borealis may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement” of this proxy statement/prospectus for a description of the restrictive covenants applicable to Oxus and Borealis).

If the Business Combination Agreement is terminated and Oxus Board seeks another merger or business combination, Oxus Shareholders cannot be certain that Oxus will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement — Termination” of this proxy statement prospectus for additional information.

Oxus and Borealis will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees, merchants and customers may have an adverse effect on Oxus and consequently on Borealis. These uncertainties may impair Borealis’ ability to attract, retain and motivate key personnel until the Business Combination is completed, and could cause customers and others that deal with Borealis to seek to change existing business relationships with Borealis. Retention of certain employees may be challenging during the pendency of the Business Combination, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, New Borealis’ business following the Business Combination could be negatively impacted. In addition, the Business Combination agreement restricts Borealis from making certain expenditures and taking other specified actions without the consent of Borealis until the Business Combination occurs. These restrictions may prevent Borealis from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement” of this proxy statement/prospectus for additional information.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.

The unaudited pro forma financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New Borealis’ actual financial position or results of operations would have been had the Business Combination been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that Oxus and Borealis currently believe are reasonable. The unaudited pro forma condensed combined information does not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” of this proxy statement/prospectus for additional information.

Oxus will incur significant transaction costs in connection with the Business Combination.

Oxus has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Business Combination. Oxus will also incur significant legal, financial advisor, accounting and banking fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination. Oxus estimates that it will incur approximately $10.5 million in transaction costs related to the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement” of this proxy statement/prospectus for additional information.

The Oxus Initial Shareholders have agreed to vote in favor of the proposals at the Meeting, regardless of how public shareholders vote.

As of the date hereof, the Oxus Initial Shareholders own Oxus ordinary shares representing approximately 65.7% of the outstanding Oxus ordinary shares. Pursuant to the Letter Agreement entered into at the closing of the Oxus IPO and the Letter Agreement entered into in connection with the execution of the Business Combination Agreement, the Oxus Initial Shareholders have agreed to vote any Oxus ordinary shares held by them in favor of each of the proposals at the Meeting, regardless of how public shareholders vote. Accordingly, the agreement by the Oxus Initial Shareholders to vote in favor of each of the proposals at the Meeting will increase the likelihood that Oxus will receive the requisite shareholder approval for the Business Combination and the transactions contemplated thereby, including the merger.

If Oxus is deemed to be an investment company for purposes of the Investment Company Act, Oxus would be required to institute burdensome compliance requirements and its activities would be severely restricted and, as a result, Oxus may abandon its efforts to consummate the Business Combination and liquidate.

On March 30, 2022, the SEC issued proposed rules relating to certain activities of SPACs (the “SPAC Rule Proposals”), relating to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an Initial Business Combination no later than 18 months after the effective date of its registration statement for its IPO (the “IPO Registration Statement”). The company would then be required to complete its Initial Business Combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made that Oxus has been operating as an unregistered investment company. This risk may be increased if Oxus continues to hold the funds in the Trust Account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities in the Trust Account and hold the funds in the Trust Account in cash.

If Oxus is deemed to be an investment company under the Investment Company Act, its activities would be severely restricted. In addition, Oxus would be subject to burdensome compliance requirements. Oxus does not believe that its principal activities will subject Oxus to regulation as an investment company under the Investment Company Act. However, if Oxus is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, Oxus would be subject to additional regulatory burdens and expenses for which Oxus has not allotted funds. As a result, unless Oxus can modify its activities so that it would not be deemed an investment company, Oxus would expect to abandon its efforts to complete the Business Combination and instead to liquidate. If Oxus is required to liquidate, its shareholders would not be able to realize the benefits of owning stock in New Borealis, including the potential appreciation in the value of its stock and warrants following the Business Combination, and its warrants would expire worthless.

If Oxus instructs the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash in order to seek to mitigate the risk that Oxus could be deemed to be an investment company for purposes of the Investment Company Act, Oxus would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of Oxus.

The funds in the Trust Account have, since Oxus’ IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of Oxus being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, Oxus may, at any time, instruct the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until

the earlier of consummation of the Business Combination or liquidation of Oxus. Following such liquidation of the securities held in the Trust Account, Oxus would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to Oxus to pay its taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of Oxus. As of the date of this prospectus/proxy statement, Oxus has not yet made any such determination to liquidate the securities held in the Trust Account.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that Oxus may be considered an unregistered investment company, in which case Oxus may be required to liquidate. Accordingly, Oxus may determine, in its discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of Oxus. As of the date of this prospectus, Oxus is currently holding the funds in its Trust Account in money market funds.

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 $10.35 per share, or less than such amount in certain circumstances, and the warrants will expire worthless.

If Oxus is unable to complete an Initial Business Combination before the Extended Date or amend the current memorandum and articles of association to extend the date by which Oxus must complete an Initial Business Combination, Oxus will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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 income earned on the funds held in the Trust Account and not previously released to Oxus to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Oxus’ remaining shareholders and 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. There will be no redemption rights or liquidating distributions with respect to Oxus Warrants, which will expire worthless if Oxus fails to complete its Initial Business Combination.

Neither Oxus nor its shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-Closing adjustment to be made to the total Business Combination consideration in the event that any of the representations and warranties made by Borealis in the Business Combination Agreement ultimately proves to be materially inaccurate or incorrect.

The representations and warranties made by Oxus and Borealis to each other in the Business Combination Agreement will not survive the consummation of the Business Combination. As a result, Oxus and its shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-Closing adjustment to be made to the total Business Combination consideration if any representation or warranty made by Borealis in the Business Combination Agreement proves to be materially inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, Oxus would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

Oxus does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Oxus to consummate an Initial Business Combination even if a substantial majority of Oxus’ shareholders determine to redeem their shares.

Oxus’ amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold. 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, Oxus will redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (such that Oxus is not subject to the SEC’s “penny stock” rules). As a result, Oxus may be able to consummate the Business Combination even if a substantial majority of its shareholders determining to redeem their shares have redeemed their Public Shares. In the event the aggregate cash consideration Oxus would be required to pay for all Public Shares that are validly submitted for redemption exceeds the aggregate amount of cash available to Oxus, Oxus will not complete the Business Combination or redeem any shares, all Public Shares submitted for redemption will be returned to the holders thereof, and Oxus instead may search for an alternate business combination.

If third parties bring claims against Oxus, the proceeds held in the trust account could be reduced and the per-share redemption amount received by public shareholders may be less than $10.20 per public share initially held in the trust account.

Oxus’ placing of funds in the trust account may not protect those funds from third-party claims against Oxus. Although Oxus has sought to have all vendors, service providers, prospective target businesses and other entities with which it does business (except its independent registered accounting firm) execute agreements with Oxus waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Oxus’ assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, Oxus’ management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Oxus than any alternative. Oxus is not aware of any product or service providers who have not or will not provide such waiver other than the Underwriters of the Oxus IPO and Oxus’ independent registered public accounting firm.

Upon redemption of Public Shares, if Oxus does not complete its Initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination, Oxus will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.20 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the Letter Agreement, the Sponsor has agreed that it will be liable to Oxus if and to the extent any claims by a third party for services rendered or products sold to Oxus, or a prospective target business with which Oxus has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (1) $10.20 per public share and (2) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay Oxus’ tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under Oxus’ indemnity of the Underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, Oxus has not asked the Sponsor to reserve for such indemnification obligations, nor has Oxus independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and Oxus believes that the Sponsor’s only assets are securities of Oxus. Therefore, Oxus cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the Business Combination and redemptions could be reduced to less than $10.20 per public share. In such event, Oxus may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of Oxus’ directors or officers will indemnify Oxus for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Oxus’ directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (1) $10.20 per public share and (2) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Oxus’ independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While Oxus currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to Oxus, it is possible that Oxus’ independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If Oxus’ independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to public shareholders may be reduced below $10.20 per public share.

Oxus may not have sufficient funds to satisfy indemnification claims of its directors and officers.

Oxus has agreed to indemnify its directors and officers to the fullest extent permitted by law. However, Oxus’ directors and officers have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and not to seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by Oxus only if (1) Oxus has sufficient funds outside of the trust account or (2) Oxus consummates an Initial Business Combination. Oxus’ obligation to indemnify its directors and officers may discourage shareholders from bringing a lawsuit against its directors or officers for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against Oxus’ directors and officers, even though such an action, if successful, might otherwise benefit Oxus and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent Oxus pays the costs of settlement and damage awards against its directors and officers pursuant to these indemnification provisions.

If, after Oxus distributes the proceeds in the trust account to public shareholders, it files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against Oxus that is not dismissed, a bankruptcy court may seek to recover such proceeds, and Oxus and its board may be exposed to claims of punitive damages.

If, after Oxus distributes the proceeds in the trust account to public shareholders, it files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding up petition is filed against Oxus that is not dismissed, any distributions received by Oxus Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Oxus Shareholders. In addition, Oxus Board may be viewed as having breached its fiduciary duty to Oxus’ creditors and/or having acted in bad faith, thereby exposing itself and Oxus to claims of punitive damages, by paying Oxus Shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to public shareholders, Oxus files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against Oxus that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Oxus Shareholders and the per share amount that would otherwise be received by Oxus Shareholders in connection with Oxus’ liquidation may be reduced.

If, before distributing the proceeds in the trust account to public shareholders, Oxus files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against Oxus that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in Oxus’ bankruptcy estate and subject to the claims of third parties with priority over the claims of Oxus’ shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by Oxus Shareholders in connection with Oxus’ liquidation may be reduced.

Oxus Shareholders may be held liable for claims by third parties against Oxus to the extent of distributions received by them upon redemption of their shares.

If Oxus is forced to enter into an insolvent liquidation, any distributions received by Oxus Shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Oxus was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by its shareholders. Furthermore, Oxus’ directors may be viewed as having breached their fiduciary duties to Oxus or Oxus’ creditors and/or may have acted in bad faith, and thereby exposing themselves and Oxus to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Oxus cannot assure you that claims will not be brought against it for these reasons. Oxus and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of Oxus Share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $18,000 and imprisonment for five years in the Cayman Islands.

Oxus may amend the terms of its warrants in a manner that may be adverse to holders of warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants and prior written consent of EarlyBirdCapital. As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of Class A Shares purchasable upon exercise of a warrant could be decreased, all without your approval.

The Oxus Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, LLC, as warrant agent, and Oxus. The warrant agreement provides that the terms of Oxus Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants and prior written consent of EarlyBirdCapital to make any change that adversely affects the interests of the registered holders of the warrants. Accordingly, Oxus may amend the terms of the warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants and EarlyBirdCapital approve of such amendment. Although Oxus’ ability to amend the terms of the warrants with the consent of at least 50% of the then outstanding Public Warrants and EarlyBirdCapital is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A Shares purchasable upon exercise of a warrant.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, Oxus or Borealis expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that Oxus expects to achieve from the Business Combination.

If the Business Combination is not completed, potential target businesses may have leverage over Oxus in negotiating a business combination, Oxus’ ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, and it may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine its ability to complete a business combination on terms that would produce value for Oxus Shareholders.

Any potential target business with which Oxus enters into negotiations concerning an Initial Business Combination will be aware that, unless Oxus amends its existing memorandum and articles of association to extend its life and amend certain other agreements it has entered into, then Oxus must complete its Initial Business Combination by the Extended Date. Consequently, if Oxus is unable to complete this Business Combination, a potential target business may obtain leverage over it in negotiating an Initial Business Combination, knowing that if Oxus does not complete its Initial Business Combination with that particular target business, it may be unable to complete its Initial Business Combination with any target business. This risk will increase as Oxus gets closer to the timeframe described above. In addition, Oxus may have limited time to conduct due diligence and may enter into its Initial Business Combination on terms that it would have rejected upon a more comprehensive investigation. Additionally, Oxus may have insufficient working capital to continue efforts to pursue a business combination.

Activities taken by Oxus Shareholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on Oxus’ ordinary shares.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Oxus or its securities, the Sponsor, Borealis or Borealis’ shareholders and/or their respective affiliates may purchase shares or warrants from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Oxus’ ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to complete the Business Combination where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on Oxus’ ordinary shares.

As of the date of this proxy statement/prospectus, there have been no discussions and no agreements to such effect have been entered into with any such investor. Oxus will file a Current Report on Form 8-K to disclose arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of shares or warrants purchased, the purchase price, the purpose of the purchase, the impact that such purposes would have on the likelihood that the Business Combination Proposal will be approved, the identity (if not purchased in the open market) or nature of the security holders who sold to the Sponsor, Borealis or Borealis’ shareholders and/or their respective affiliates and the number of Public Shares then redeemed.

Any ordinary shares purchased by the Sponsor, Borealis or Borealis’ shareholders and/or their respective affiliates would be purchased at a price no higher than the per share pro rata portion of the trust account. Any ordinary shares so purchased would not be voted in favor of the Business Combination Proposal at the Meeting and would not be redeemable by the Sponsor, Borealis or Borealis’ shareholders and/or their respective affiliates.

Oxus may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into business combination agreements or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Oxus’ liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed. Currently, Oxus is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Business Combination.

Oxus is currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Oxus’ search for a business combination, and any target business with which it ultimately consummates a business combination, may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Oxus is continuing to monitor the situation in Ukraine and globally and assessing its potential impact on Oxus’ business. Additionally, Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system, expansive ban on imports and exports of

products to and from Russia and ban on exportation of U.S. denominated banknotes to Russia or persons locates there. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Any of the abovementioned factors could affect Oxus’ ability to search for a target and consummate a business combination. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this proxy statement/prospectus.

Even if Oxus consummates the Business Combination, there is no guarantee that Oxus Warrants will ever be in the money, and they may expire worthless.

Upon consummation of the Business Combination, each Oxus Warrant will become one New Borealis Warrant, exercisable to purchase one New Borealis Common Share at an exercise price of $11.50 per share. There is no guarantee that such New Borealis Warrants, following the Business Combination, will ever be in the money prior to their expiration, and as such, the New Borealis Warrants may expire worthless.

Because Borealis is not conducting an underwritten offering of its securities, no underwriter has conducted due diligence on Borealis’ business, operations or financial condition, or reviewed the disclosure in this proxy statement/prospectus.

Section 11 of the Securities Act imposes liability on parties, including underwriters, involved in a securities offering if the registration statement contains a materially false statement or material omission. To effectively establish a due diligence defense against a cause of action brought pursuant to Section 11 of the Securities Act, a defendant, including an underwriter, carries the burden of proof to demonstrate that he or she, after reasonable investigation, believed that the statements in the registration statement were true and free of material omissions. In order to meet this burden of proof, underwriters in a registered offering typically conduct extensive due diligence on the registrant and vet the registrant’s disclosure. Such due diligence may include calls with the issuer’s management, review of material agreements and background checks on key personnel, among other investigations.

Because Borealis intends to become publicly traded through a business combination with a special purpose acquisition company rather through an underwritten offering of its ordinary shares, no underwriter is involved in the Business Combination. As a result, no underwriter has conducted diligence on Borealis in order to establish a due diligence defense with respect to the disclosure presented in this proxy statement/prospectus. If such investigation had occurred, certain information in this prospectus may have been presented in a different manner or additional information may have been presented at the request of such underwriter.

Oxus’ and Borealis’ ability to consummate the Business Combination, and the operations of New Borealis following the Business Combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic, other events and the status of debt and equity markets.

The COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and the business of Borealis or New Borealis following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 (including variant mutations of the virus) and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, Oxus’ and Borealis’ ability to consummate the Business Combination and New Borealis’ financial condition and results of operations following the Business Combination may be materially adversely affected. Each of Oxus, Borealis and New Borealis may also incur additional costs due to delays caused by COVID-19, which could adversely affect New Borealis’ financial condition and results of operations. In addition, Oxus’ and Borealis’ ability to consummate the Business Combination may be dependent upon its ability to raise equity and debt financing which may be impacted by

COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

Changes in laws or regulations, or how such laws or regulations are interpreted or applied, or a failure to comply with any laws and regulations, may adversely affect Oxus’ business, including Oxus’ ability to negotiate and complete the Business Combination, and results of operations.

Oxus is subject to laws and regulations enacted by national, regional and local governments. In particular, Oxus is required to comply with certain SEC and other legal requirements, Oxus’ Business Combination may be contingent on Oxus’ ability to comply with certain laws and regulations and any post-business combination company may be subject to additional laws and regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on Oxus’ business, including Oxus’ ability to negotiate and complete Oxus’ Initial Business Combination, and results of operations. In addition, those laws and regulations and their interpretation and application may change from time to time, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on Oxus’ business, including Oxus’ ability to negotiate and complete Oxus’ Initial Business Combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under the Investment Company Act. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect Oxus’ business, including Oxus’ ability to negotiate and complete Oxus’ Initial Business Combination and may increase the costs and time related thereto.

Oxus may be a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors who exercise their right to redeem ordinary shares.

Oxus is a blank check company, with no current active business, and may be classified as a PFIC. If Oxus is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in “Proposal 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations”) of ordinary shares, the U.S. Holder may be subject to adverse U.S. federal income tax consequences upon the redemption of ordinary shares and may be subject to additional reporting requirements. U.S. Holders are urged to consult their own tax advisors regarding the possible application of the PFIC rules to holders of Oxus securities. See the section entitled “Proposal 1 — The Business Combination Proposal — U.S. Federal Income Tax Considerations” of this proxy statement/prospectus for a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders.

If Oxus is deemed a “foreign person” under the regulations relating to CFIUS, its failure to obtain any required approvals within the requisite time period may require us to liquidate.

Oxus’ Sponsor is Oxus Capital Pte. Ltd, a Singapore company. Oxus’ Sponsor currently owns 2,662,500 Class B Shares and 1,500,000 Class A Shares. Kenges Rakishev, Oxus’ Chairman of the Board and the controlling shareholder of Sponsor, is a citizen of Kazakhstan. Oxus is a Cayman Islands exempted company. All of Oxus’ officers and directors are Non-U.S. persons. Non-U.S. persons are likely to hold the majority of the New Borealis Board seats after the consummation of the Business Combination. Borealis is a Canadian corporation and New Borealis will be an Ontario corporation after the consummation of the Business Combination.

If CFIUS considers Oxus to be a “foreign person” and Borealis a U.S. business that may affect national security, Oxus could be subject to such foreign ownership restrictions and/or CFIUS review. If the Business Combination with Borealis falls within the scope of applicable foreign ownership restrictions, Oxus may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’s jurisdiction, Oxus may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after Closing.

Although Oxus does not believe that Borealis is a U.S. business, let alone one that may affect national security that may affect national security, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order Oxus to divest all or a portion of a U.S. business of the Combined Company if Oxus had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership by Oxus Sponsor. If Oxus were to seek an Initial Business Combination other than the Business Combination, the pool of potential targets with which Oxus could complete an Initial Business Combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because Oxus has only a limited time to complete the Business Combination, its failure to obtain any required approvals within the requisite time period may require us to liquidate. If Oxus liquidates, its public shareholders would be entitled to redemption of 100% of 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 (less taxes payable), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any). Moreover, the public shareholders would lose the investment opportunity in a target company, any price appreciation in the Combined Companies, and the warrants would expire worthless.

Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for Oxus to consummate an Initial Business Combination.

Recent increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including Oxus’ securities, and may lead to other national, regional, and international economic disruptions, any of which could make it more difficult for Oxus to consummate an Initial Business Combination.

Following the consummation of the Business Combination, Borealis’ existing shareholders will exercise significant influence over New Borealis and their interests may conflict with yours in the future.

Immediately following the Closing of the anticipated Business Combination, Borealis’ existing shareholders will own approximately 50.3% of the outstanding New Borealis Common Shares. Each New Borealis Common Share initially entitles its holders to one vote on all matters presented to shareholders generally. Accordingly, those owners, if voting in the same manner, will be able to exercise significant influence over the election and removal of the majority of directors of New Borealis and thereby determine corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendment of the articles and by-laws and other significant corporate transactions of New Borealis for so long as they retain significant ownership. This concentration of ownership may delay or deter possible changes in control of New Borealis, which may reduce the value of an investment in the New Borealis Common Shares. So long as Borealis’ existing shareholders continue to own a significant amount of the combined voting power, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control decisions of New Borealis.

If the Business Combination is consummated, the Public Warrants may never be in the money, and they may expire worthless.

The exercise price for the Public Warrants is $11.50 per share, subject to adjustment, which has exceeded the market price of Oxus’ Class A Shares, which, for example, was $[•] per share based on the closing price on [•], the record date for the Meeting. There can be no assurance that the Public Warrants will ever be in the money prior to their expiration and, as such, the warrants may expire worthless. In connection with the Business Combination, Public Warrants will be converted into New Borealis Warrants.

The terms of the Public Warrants may be amended in a manner that may be adverse to the holders. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, Oxus may amend the terms of the warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although its ability to amend the terms of the

warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of Class A Shares purchasable upon exercise of a warrant.

Oxus and Borealis Shareholders will experience immediate dilution due to the issuance of New Borealis Common Shares upon the Closing.

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 22,386,316 New Oxus Common Shares upon the Closing, which New Oxus Common Shares will survive and continue as New Borealis Common Shares following the Amalgamation. It is anticipated that, upon completion of the Business Combination, (i) Oxus’ existing public shareholders, including its independent directors, will own approximately 9.4% of the outstanding New Borealis Common Shares, (ii) its Sponsor will own approximately 24.4% of the outstanding New Borealis Common Shares, and (iii) Borealis’ existing shareholders will own approximately 50.3% 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 our Sponsor pursuant to that certain Sponsor Support Agreement; (iii) the 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 and the Plan of Arrangement.

If any Class A Shares are redeemed in connection with the Business Combination, the percentage of outstanding New Borealis Common Shares held by its public shareholders will decrease and the percentages of outstanding New Borealis Common Shares held immediately following the Closing of the Business Combination by each of the Oxus Initial Shareholders will increase. See the section entitled “Summary — Impact of the Business Combination on New Borealis’ Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information. To the extent that any of the outstanding warrants or options are exercised for New Borealis Common Shares, or awards are issued under the Incentive Plan Proposal, its existing shareholders may experience substantial dilution. Such dilution could, among other things, limit the ability of its current shareholders to influence New Borealis’ management through the election of directors following the Business Combination.

Directors and officers have discretion in agreeing to changes or waivers to the terms of the Business Combination Agreement and related transactions, which may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Oxus’ public shareholders’ best interest.

In the period leading up to the Closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Oxus to agree to amend the Business Combination Agreement, to consent to certain actions taken by Borealis or to waive rights to which Oxus is entitled to under the Business Combination Agreement. These events could arise because of changes in Borealis’ business, a request by Borealis to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Borealis’ business and would entitle us to terminate the Business Combination Agreement. In any of such circumstances, it would be at Oxus’ discretion, acting through its board of directors, to consent to such a request or action or waive such rights. The existence of the financial and personal interests of the directors described elsewhere in these risk factors may result in a conflict of interest on the part of one or more of the directors between what she may believe is best for the public shareholders and what she may believe is best for herself in determining whether or not to take the requested action or waive its rights. As of the date of this proxy statement/prospectus, Oxus does not believe there will be any requests, actions or waivers that its directors and officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained, with the exception of the delivery of Borealis’ audited financial statements. While certain changes could be made without further shareholder approval, Oxus will circulate a new or amended proxy statement/prospectus and resolicit its shareholders if changes to the terms of the Business Combination and other related transactions that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

Oxus has identified a material weakness in its internal control over financial reporting as of March 31, 2023 and December 31, 2022. If Oxus is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in the company and materially and adversely affect its business and operating results.

Oxus has identified a material weakness in its internal controls over financial reporting related to the accounting for its complex financial instruments. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or, detected and corrected on a timely basis. In such a case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in Oxus’ financial reporting, our securities price may decline and we may face litigation as a result. Further, effective internal controls are necessary for Oxus to provide reliable financial reports and prevent fraud.

In light of the material weakness identified, although Oxus has processes to identify and appropriately apply applicable accounting requirements, it plans to enhance its processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to the company’s financial statements. The plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among the company’s personnel and third-party professionals with whom Oxus consults regarding complex accounting applications. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. There can be no assurance that the measures taken to date, or any measures Oxus may take in the future, will be sufficient to avoid potential future material weaknesses.

Oxus’ independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of March 31, 2023, Oxus had working capital deficiency of $3.89 million. Further, Oxus had incurred and expects to continue to incur significant costs in pursuit of its finance and acquisition plans. In addition, Oxus expects to have negative cash flows from operations as it pursues an Initial Business Combination. Management’s plans to address this need for capital through the Initial Business Combination. There can be no assurance that the plans to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about Oxus’ ability to continue as a going concern. Oxus financial statements do not include any adjustments that might result from its inability to continue as a going concern.

Risks Relating to Redemption

Public shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from exercising redemption rights with respect to 15% or more of the Public Shares.

A public shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group,” will be restricted from exercising redemption rights with respect to an aggregate of 15% or more of the Public Shares. Accordingly, if you hold 15% or more of the Public Shares and the Business Combination Proposal is approved, you will not be able to exercise redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 15% or sell them in the open market. If the Business Combination is consummated, the value of such excess shares may not appreciate over time and the market price of New Borealis Common Shares may not exceed the per share redemption price paid in connection with the Business Combination.

A shareholder’s decision as to whether to redeem his, her, its shares for a pro rata portion of the trust account may not put the shareholder in a better future economic position.

Oxus can give no assurance as to the price at which a shareholder may be able to sell his, her or its Public Shares in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, such as the Business Combination, may cause an increase in New Borealis’ share price, and may result in a lower value realized upon redemption than a shareholder might realize in the future

had the shareholder not redeemed his, her or its shares. Similarly, if a shareholder does not redeem his, her or its shares, the shareholder will bear the risk of ownership of the Public Shares after the consummation of the Business Combination, and the risk that the shareholder may not be able, in the future to sell his, her or its shares, for a greater amount than the redemption price described in this proxy statement/prospectus. A shareholder should consult his, her or its tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If Oxus Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Class A Shares for a pro rata portion of the funds held in Oxus’ trust account.

Holders of Class A Shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their redemption rights. In order to exercise redemption rights, holders of Public Shares are required to, among other requirements, submit a request in writing and deliver their share certificates (either physically or electronically) to Oxus’ transfer agent at least two business days prior to the Meeting. Shareholders electing to redeem their Public Shares will receive their pro rata portion of the amount on deposit in the trust account less taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled “The Meeting of Oxus Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights. If you do not timely submit your redemption request and deliver your share certificates in respect of your Class A Shares and comply with the other redemption requirements, you will not be entitled to redeem your Class A Shares.

Oxus will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with the Business Combination. Despite Oxus’ compliance with these rules, if a shareholder fails to receive Oxus’ tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that Oxus will furnish to holders of Oxus’ Public Shares in connection with the Business Combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly tender or redeem its shares. For example, Oxus may require its public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to Oxus’ transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the Business Combination in the event it distributes proxy materials, or to deliver their share certificates to the transfer agent electronically. In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed.

The Continuance and Amalgamations may give rise to a taxable event for U.S. Holders of Class A Shares and Public Warrants

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 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. However, the failure to meet certain requirements could result in the exchange of Class A Shares and/or Public Warrants being a taxable event.

The requirements for tax-deferred treatment and the U.S. federal tax consequences to U.S. Holders if such requirements are not met are discussed in more detail under 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 of Class A Shares or Public Warrants, you are urged to consult your tax advisor to determine the tax consequences thereof.

Risks Relating to Ownership of New Borealis Common Shares Following the Business Combination

New Borealis’ management team has limited experience managing a public company.

Some members of New Borealis’ management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Its management team may not successfully or efficiently manage its transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal, foreign and state or provincial securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from its senior management and could divert their attention away from the day-to-day management of our business, which could harm its business, results of operations, and financial condition.

New Borealis’ Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) collectively have no prior experience managing a public company and no meaningful financial reporting education or experience. They are and currently will continue to be heavily dependent on engaging and dealing with outside professional advisors, primarily accountants, lawyers, and financial advisors who are not and will not be affiliated with Borealis’ independent auditors. Borealis does not have any formal arrangements with professionals to help its CEO and CFO and cannot provide any assurances that it will be able to establish arrangements with professionals on terms or costs that are acceptable or affordable to Borealis.

New Borealis will incur significant increased costs as a result of operating as a public company, and its management will be required to devote substantial time to new compliance initiatives.

As a public company, New Borealis will incur significant legal, accounting, and other expenses that it did not incur as a private company. New Borealis will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which will require, among other things, that it file with the SEC annual, quarterly and current reports with respect to its business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules adopted by the SEC and The Nasdaq Global Market to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial reporting controls and changes in corporate governance practices. Further, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, imposes significant corporate governance and executive compensation related provisions on public companies. Recent legislation permits companies that are emerging growth companies within the meaning of the federal securities laws (each, an “EGC”) to implement many of these requirements over a longer period and up to five years from the pricing of this offering. Shareholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which New Borealis operates its business in ways that cannot currently be anticipated.

It is anticipated that the rules and regulations applicable to public companies will increase substantially the legal and financial compliance costs from those incurred by Borealis and to make some activities more time-consuming and costly. If these requirements divert the attention of New Borealis management and personnel from other business concerns, they could have an adverse effect on its business. The increased costs will decrease its net income or increase its net loss, and may require New Borealis to reduce costs in other areas of its business or increase the prices of its products or services. For example, it is expected that these rules and regulations will make it more difficult and more expensive for New Borealis to obtain director and officer liability insurance, and New Borealis may be required to incur substantial costs to maintain the same or similar coverage. The amount or timing of additional costs New Borealis may incur to respond to these requirements cannot be predicted or estimated. The impact of these requirements could also make it more difficult for New Borealis to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers.

If New Borealis fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent fraud. As a result, shareholders could lose confidence in its financial and other public reporting, which would harm its business and the trading price of its common stock.

Effective internal controls over financial reporting are necessary for New Borealis to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in its implementation could cause New Borealis to fail to meet its reporting obligations. In addition, any testing by New Borealis conducted in connection with its review of the adequacy of its disclosure controls and procedures or internal controls over financial reporting, or any subsequent testing by its independent registered public accounting firm, may reveal deficiencies in its internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to its financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in its reported financial information, which could have a negative effect on the trading price of its stock.

New Borealis will be required to disclose changes made in its internal controls and procedures on a quarterly basis and its management will be required to assess the effectiveness of these controls annually. However, for as long as New Borealis is an EGC, its independent registered public accounting firm will not be required to attest to the effectiveness of its internal controls over financial reporting. New Borealis could be an EGC for up to five years. An independent assessment of the effectiveness of its internal controls over financial reporting could detect problems that its management’s assessment might not. Undetected material weaknesses in its internal controls over financial reporting could lead to restatements of its financial statements and require it to incur the expense of remediation.

The price of New Borealis Common Shares may be volatile, and you could lose all or part of your investment.

The trading price of New Borealis Common Shares following the Business Combination is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond New Borealis’ control, including limited trading volume. These factors include:

•        changes in laws or regulations applicable to New Borealis’ products;

•        adverse developments concerning New Borealis’ manufacturers or its manufacturing plans;

•        New Borealis’ ability to effectively manage its growth;

•        announcements of significant acquisitions, strategic partnerships, joint ventures, or capital commitments by New Borealis or its competitors;

•        actual or anticipated variations in quarterly operating results;

•        New Borealis’ cash position;

•        New Borealis’ failure to meet the estimates and projections of the investment community or that New Borealis may otherwise provide to the public;

•        changes in the market valuations of similar companies;

•        overall performance of the equity markets;

•        sales of New Borealis Common Shares by New Borealis or its shareholders in the future;

•        trading volume of New Borealis Common Shares;

•        changes in accounting practices;

•        ineffectiveness of New Borealis’ internal controls;

•        disputes or other developments relating to proprietary rights, including patents, litigation matters, and New Borealis’ ability to obtain patent protection for its technologies;

•        significant lawsuits, including patent or shareholder litigation;

•        general political and economic conditions; and

•        other events or factors, many of which are beyond New Borealis’ control.

The majority of New Borealis’ directors and executive officers will be non-residents of the United States and as a result, it may not be possible for investors to enforce civil liabilities against those directors and executive officers of New Borealis.

Following completion of the Business Combination, New Borealis will be a corporation existing under the laws of the Province of Ontario, New Borealis’ principal office will be located in Oakville, Ontario and a substantial portion of its assets are located outside the United States. Further, the majority of New Borealis’ directors and executive officers are non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may be difficult for investors in the United States to effect service of process within the United States upon such directors and officers who are not residents of the United States or to enforce against them judgments of the United States courts based upon civil liability under the federal securities laws or the securities laws of any state within the United States. There is doubt as to the enforceability in Canada against New Borealis or any of its directors or officers who are not residents of the United States, in original actions or in actions for enforcement of judgments of United States courts of liabilities based solely upon the United States federal securities laws or securities laws of any state within the United States.

The New Borealis Articles, together with the New Borealis By-laws, and Canadian laws and regulations applicable to New Borealis may adversely affect New Borealis’ ability to take actions that could be deemed beneficial to shareholders of New Borealis.

As a Canadian company, New Borealis will be subject to different corporate requirements than a corporation organized under the laws of the United States. The New Borealis Articles, the New Borealis By-laws as well as the OBCA, set forth various rights and obligations that are unique to New Borealis as a Canadian company. These requirements may limit or otherwise adversely affect New Borealis’ ability to take actions that could be beneficial to shareholders of New Borealis.

Provisions of the laws of the Province of Ontario and the federal laws of Canada may also have the effect of delaying or preventing a change of control or changes in New Borealis’ management. For example, the OBCA includes provisions that require any shareholder proposal that includes nominations for the election of directors to be signed by one or more holders of shares representing in the aggregate not less than 5% of the shares or 5% of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented.

The ICA requires that a non-Canadian must file an application for review with the Minister responsible for the ICA and obtain approval of the Minister prior to acquiring direct control of a “Canadian business” within the meaning of the ICA, where prescribed financial thresholds are exceeded. As a “Canadian business,” an acquisition of control of New Borealis by a non-Canadian would be subject to a suspensory review if these thresholds are exceeded. Furthermore, limitations on the ability to acquire and hold New Borealis Common Shares may be imposed by the Competition Act (Canada). This legislation permits the Commissioner of Competition appointed under the Competition Act (Canada) to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in New Borealis.

A market for New Borealis’ securities may not develop, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of New Borealis’ securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for New Borealis’ securities following the Business Combination may never develop or, if developed, it may not be sustained.

Nasdaq may not list New Borealis’ securities on its exchange, and if they are listed New Borealis may be unable to satisfy listing requirements in the future, which could limit investors’ ability to effect transactions in its securities and subject it to additional trading restrictions.

As a result of the proposed Business Combination, New Borealis intends to apply for listing of its shares and warrants. While New Borealis will apply to have its shares and warrants listed on Nasdaq upon consummation of the Business Combination, it must meet Nasdaq’s initial listing requirements. New Borealis may be unable to meet those requirements. Even if its securities are listed on Nasdaq following the Business Combination, New Borealis may be unable to maintain the listing of its securities in the future.

If New Borealis fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, or if New Borealis is delisted, there could be significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        a limited amount of news and analyst coverage for New Borealis; and

•        a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

New Borealis will incur increased costs and obligations as a result of being a public company.

As a privately held company, Borealis has not been required to comply with many corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, New Borealis will incur significant legal, accounting and other expenses that Borealis was not required to incur in the recent past. These expenses will increase once New Borealis is no longer an “emerging growth company” as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq, have increased the costs and the time that must be devoted to compliance matters. Oxus expects these rules and regulations will increase New Borealis’ legal and financial costs and lead to a diversion of management time and attention from revenue-generating activities.

For as long as New Borealis remains an “emerging growth company” as defined in the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” New Borealis will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO (its predecessor), (b) in which it has total annual gross revenue of at least $1.07 billion or (c) in which New Borealis is deemed to be a large accelerated filer, which means the market value of its shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. To the extent New Borealis chooses not to use exemptions from various reporting requirements under the JOBS Act, or if it no longer can be classified as an “emerging growth company,” Oxus expects that New Borealis will incur additional compliance costs, which will reduce its ability to operate profitably.

New Borealis may issue additional shares or other equity securities without your approval, which would dilute your ownership interest in New Borealis and may depress the market price of its shares.

New Borealis may issue additional shares or other equity securities in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or grants under the Incentive Plan without shareholder approval in a number of circumstances.

The issuance of additional shares or other equity securities could have one or more of the following effects:

•        New Borealis’ existing shareholders’ proportionate ownership interest will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding share may be diminished; and

•        the market price of its shares may decline.

If New Borealis’ performance following the Business Combination does not meet market expectations, the price of its securities may decline.

If New Borealis’ performance following the Business Combination does not meet market expectations, the price of New Borealis Common Shares may decline. The market value of New Borealis Common Shares at the time of the Business Combination may vary significantly from the price of its Class A Shares on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which its shareholders vote on the Business Combination. Because the number of New Oxus Common Shares issued as consideration in the Business Combination will not be adjusted to reflect any changes in the market price of its Class A Shares, the value of New Borealis Common Shares issued in the Business Combination may be higher or lower than the values of its shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of New Borealis Common Shares could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the equity interests of New Borealis, and trading in its Class A Shares has not been active. Accordingly, the valuation ascribed to Oxus and New Borealis Common Shares in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for New Borealis Common Shares develops and continues, the trading price of its shares following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond its control. Any of the factors listed below could have a material adverse effect on your investment in New Borealis Common Shares and its shares may trade at prices significantly below the price you paid for them.

Broad market and industry factors may depress the market price of New Borealis Common Shares irrespective of its operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New Borealis’ securities, may not be predictable. A loss of investor confidence in the market for technology or sustainability-related stocks or the stocks of other companies which investors perceive to be similar to New Borealis could depress its share price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of New Borealis Common Shares also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

New Borealis Warrants will become exercisable following the Business Combination, which could increase the number of New Borealis Common Shares eligible for future resale in the public market and result in dilution to its shareholders.

Outstanding warrants to purchase an aggregate of 26,550,000 New Borealis Common Shares will become exercisable on the 30th day following the Closing of the Business Combination in accordance with the terms of the warrant agreement governing those securities. These warrants consist of 17,250,000 warrants originally included in the units issued in the IPO and 9,300,000 Private Placement Warrants. Each warrant entitles its holder to purchase one Class A Share at an exercise price of $11.50 per share and will expire at 5:00 p.m., Eastern Time, five years after the Closing of the Business Combination or earlier upon redemption of its Class A Shares or its liquidation. To the extent warrants are exercised, additional New Borealis Common Shares will be issued, which will result in dilution to its then existing shareholders and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could depress the market price of New Borealis Common Shares.

Borealis’ and Oxus’ ability to successfully effect the Business Combination and successfully operate the business thereafter will depend largely upon the efforts of certain key personnel, including the key personnel of Borealis, all of whom Oxus expects to stay with New Borealis following the Business Combination. The loss of such key personnel could adversely affect the operations and profitability of New Borealis’ business.

Oxus and Borealis’ ability to recognize certain benefits of the Business Combination and successfully operate New Borealis’ business following the Business Combination will depend upon the efforts of certain key personnel of Borealis. Although Oxus and Borealis expect all of such key personnel to remain with New Borealis following the Business Combination, the unexpected loss of key personnel may adversely affect the operations and profitability of New Borealis. In addition, New Borealis’ future success depends in part on its ability to identify and retain key

personnel to succeed senior management. Furthermore, while Oxus has closely scrutinized the skills, abilities and qualifications of the key Borealis personnel that will be employed by New Borealis, Oxus’ assessment may not prove to be correct. If such personnel do not possess the skills, qualifications or abilities Oxus expects or those necessary to manage a public company, the operations and profitability of New Borealis’ business may be negatively impacted.

Following the Business Combination, New Borealis’ ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for its shares.

The trading market for New Borealis Common Shares will be influenced by the research and reports that industry or securities analysts may publish about it, its business, its market, or its competitors. If no securities or industry analysts commence coverage of New Borealis, its share price would likely be less than that which would be obtained if it had such coverage and the liquidity, or trading volume of its shares may be limited, making it more difficult for a shareholder to sell shares at an acceptable price or amount. If any analysts do cover New Borealis, their projections may vary widely and may not accurately predict the results it actually achieves. New Borealis’ share price may decline if its actual results do not match the projections of research analysts covering it. Similarly, if one or more of the analysts who write reports on New Borealis downgrades its shares or publishes inaccurate or unfavorable research about its business, its share price could decline. If one or more of these analysts ceases coverage of New Borealis or fails to publish reports on it regularly, its share price or trading volume could decline.

Subsequent to the consummation of the Business Combination, New Borealis may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although Oxus has conducted a due diligence examination of Borealis and its subsidiaries, Oxus cannot assure you that this examination revealed all material issues that may be present in Borealis’ business, or that factors outside of Oxus’ and Borealis’ control will not later arise. As a result, New Borealis may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if Oxus’ due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on New Borealis’ liquidity, the fact that it may report charges of this nature could contribute to negative market perceptions about New Borealis or its securities. In addition, charges of this nature may cause New Borealis to be unable to obtain future financing on favorable terms or at all.

New Borealis may be subject to securities litigation, which is expensive and could divert management attention.

Following the Business Combination, New Borealis’ share price may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. New Borealis may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on its business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject New Borealis to significant liabilities.

New Borealis may be or may become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If New Borealis is a passive foreign investment company (“PFIC”) for any taxable year, or portion thereof, that is included in the holding period of a beneficial owner of the New Borealis Common Shares or New Borealis Warrants that is a U.S. Holder, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Due to the expectation that the Continuance qualifies as an F Reorganization (See “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the Continuance and the Amalgamation to U.S. Holders”), New Borealis should be treated as the same corporation as Oxus for purposes of the PFIC provisions. Accordingly, New Borealis’ PFIC status may depend on whether Oxus has qualified for the PFIC start-up exception (the “Start Up Exception,” which generally provides that a corporation will not be a PFIC for the first taxable year the corporation has gross

income (the “Start-Up Year”)), if (i) no predecessor of the corporation was a PFIC, (ii) the corporation establishes to the satisfaction of the U.S. Internal Revenue Service (“IRS”) that it will not be a PFIC for either of the first two taxable years following the Start-Up Year and (iii) the corporation is not in fact a PFIC for either of those years. The application of the Start-Up Exception is dependent on particular facts and circumstances and is subject to uncertainty. There can be no assurance that Oxus has qualified for the start-up exception.

Accordingly, there is uncertainty with respect to New Borealis’ status as a PFIC. In general, if New Borealis is determined to be a PFIC, a U.S. Holder may avoid the adverse PFIC tax consequences in respect of New Borealis Common Shares (but not New Borealis Warrants) by making and maintaining a timely and valid “qualified electing fund” election (if eligible to do so) with respect to New Borealis. In order to enable a U.S. Holder to make and maintain a “qualified electing fund” election with respect to New Borealis, a U.S. Holder must receive a PFIC Annual Information Statement from New Borealis. New Borealis will use reasonable efforts to provide U.S. Holders this information if it determines that it is a PFIC. However, there is no assurance that New Borealis will have timely knowledge of PFIC status.

Please see the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of Ownership and Disposition of New Borealis Common Shares and New Borealis Warrants — Passive Foreign Investment Company Rules” for a more detailed discussion with respect to New Borealis’ PFIC status. Prospective U.S. Holders of New Borealis Common Shares or New Borealis Warrants are urged to consult their tax advisors regarding the possible application of the PFIC rules to them.

Actions taken by the Oxus Initial Shareholders, Oxus’ officers and directors to increase the likelihood of approval of the Business Combination Proposal and the other proposals presented in this proxy statement/prospectus could have a depressive effect on the price of New Borealis Common Shares.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Oxus or its securities, the Oxus Initial Shareholders, its directors, officers and their respective affiliates may enter into agreements to purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or enter into transactions with such investors and others to provide them with incentives to acquire Class A Shares or vote their shares in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, no such arrangement has been made with an existing investor. While the exact nature of any other incentive arrangements that may be entered into in the future has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the Oxus Initial Shareholders for nominal value. The purpose of such purchases and other transactions would be to increase the likelihood that the Business Combination Proposal is approved and to decrease the likelihood that holders request redemption of Public Shares. Entering into any such arrangements may have a depressive effect on the price of New Borealis Common Shares. For example, if as a result of these arrangements an investor or holder purchases shares for nominal value, the investor or holder may be more likely to sell such shares immediately following the Closing of the Business Combination for a price below market value.

New Borealis will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New Borealis’ securities less attractive to investors and may make it more difficult to compare New Borealis’ performance to the performance of other public companies.

New Borealis will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, New Borealis will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to: (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; (2) reduced disclosure obligations regarding executive compensation in New Borealis’ periodic reports and proxy statements; and (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, New Borealis’ shareholders may not have access to certain information they may deem important. New Borealis will remain an emerging growth company until the earliest of: (a) the last day of the fiscal year (i) following the fifth anniversary

of Closing, (ii) in which New Borealis has total annual gross revenue of at least $1.07 billion or (iii) in which New Borealis is deemed to be a large accelerated filer, which means the market value of its ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th; and (b) the date on which New Borealis has issued more than $1.0 billion in non-convertible debt securities during the prior three year period. Oxus cannot predict whether investors will find New Borealis’ securities less attractive because it will rely on these exemptions. If some investors find New Borealis’ securities less attractive as a result of New Borealis’ reliance on these exemptions, the trading prices of New Borealis’ securities may be lower than they otherwise would be, there may be a less active trading market for New Borealis’ securities and the trading prices of New Borealis’ securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. New Borealis has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, it, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Borealis’ financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Furthermore, even after New Borealis no longer qualifies as an “emerging growth company,” as long as New Borealis qualifies as a foreign private issuer under the Exchange Act, New Borealis will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, New Borealis will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a result, New Borealis shareholders may not have access to certain information they deem important. Oxus cannot predict if investors will find New Borealis Common Shares less attractive because New Borealis relies on these exemptions. If some investors find New Borealis Common Shares less attractive as a result, there may be a less active trading market and share price for New Borealis Common Shares may be more volatile.

Following the completion of the Business Combination, after June 30, 2024, New Borealis may qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such New Borealis will be exempt from certain provisions applicable to United States domestic public companies.

Because New Borealis may qualify as a foreign private issuer under the Exchange Act following the consummation of the Business Combination after June 30, 2024, New Borealis may be exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (1) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (2) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (3) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (4) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

If New Borealis qualifies as a foreign private issuer, New Borealis will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, New Borealis intends to publish its results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq.

Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information New Borealis is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, after the Business Combination, if you continue to hold New Borealis securities, you may receive less or different information about New Borealis than you currently receive about Oxus or that you would receive about a U.S. domestic public company.

Even if New Borealis qualifies as a foreign private issuer, New Borealis could lose its status as a foreign private issuer under current SEC rules and regulations if more than 50% of the outstanding New Borealis Common Shares become directly or indirectly held of record by U.S. holders and any one of the following is true: (1) the majority of New Borealis’ directors or officers are U.S. citizens or residents; (2) more than 50% of New Borealis’ assets are located in the United States; or (3) New Borealis’ business is administered principally in the United States. If New Borealis loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, New Borealis would likely incur substantial costs in fulfilling these additional regulatory requirements and members of New Borealis’ management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

The future exercise of registration rights may adversely affect the market price of New Borealis Common Shares.

Certain New Borealis shareholders will have registration rights for restricted securities. In connection with the consummation of the Business Combination, New Borealis will enter into the Registration Rights Agreement and Lock-Up Agreement with the Sponsor and certain other shareholders of New Borealis, which will provide for customary “demand” and “piggyback” registration rights for certain shareholders. Sales of a substantial number of New Borealis Common Shares pursuant to the resale registration statement in the public market could occur at any time the registration statement remains effective. In addition, certain registration rights holders can request underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New Borealis Common Shares.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements are provided to aid in the analysis of the financial aspects of the Business Combination and adjustments for the material event. This material event is referred to herein as “Material Event” and the pro forma adjustments for the Material Event are referred to herein as “Adjustments for Material Event.”

The unaudited pro forma condensed combined balance sheet of the Combined Company after giving effect to the Business Combination and to other material event as of March 31, 2023 and the unaudited pro forma condensed combined statements of operations of the Combined Company for the three months ended March 31, 2023 and for the fiscal year ended December 31, 2022 present the combination of the financial information of Oxus and Borealis, after giving effect to the Business Combination and related adjustments described in the accompanying notes. Oxus and Borealis are collectively referred to herein as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the Combined Company or New Borealis.

The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2023 and for the fiscal year ended December 31, 2022 give pro forma effect to the Business Combination and the Material Event as if these had occurred on January 1, 2022. The unaudited pro forma condensed combined balance sheet as of March 31, 2023 gives pro forma effect to the Business Combination and the Material Event as if these were completed on March 31, 2023.

The unaudited pro forma condensed combined financial information are based on and should be read in conjunction with the historical financial statements of each of Oxus and Borealis and the notes thereto, as well as the disclosures contained in the sections titled “Oxus’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Borealis’ Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Business Combination and the Material Event occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

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 New Borealis does not meet the definition of a business under ASC Topic 805, Business Combinations, net assets of New Borealis 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 50.3% voting interest and under the contractual maximum redemption scenario with an approximately 54.0% 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 Borealis.

The following table presents summary pro forma data after giving effect to the Business Combination, the Material Event and the other transactions contemplated by the Business Combination Agreement, assuming two redemption scenarios as follows:

•        No Redemption Scenario:    This presentation assumes that no Oxus public shareholders exercise redemption rights with respect to their Public Shares.

•        Contractual Maximum Redemption Scenario:    This scenario assumes that 1,519,743 Class A Shares, or 67.6% of the outstanding Class A Shares, are redeemed, resulting in an aggregate payment of $16.2 million, including a pro rata portion of interest accrued on the trust account, out of the trust account, and that the fair value of the marketable securities held in the trust account following such redemption along with the proceeds from the New Investor Convertible Note Financing are sufficient to satisfy the Minimum Cash Condition pursuant to the terms of the Business Combination Agreement. If, as a result of redemptions of Class A Shares by the public shareholders, the Minimum Cash Condition is not met (or waived), then Oxus and or the selling shareholders (as applicable) may elect not to consummate the Business Combination or redeem any Class A Shares submitted for redemption will be returned to the holders thereof.

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(1)      This includes 2,040,965 shares issued to Oxus Capital for their investment in convertible notes in Borealis and also includes 300,000 shares issued to underwriters and 150,000 shares issued to Oxus directors.

The Business Combination will result in the combination of Borealis and Newco, with a fiscal year end of December 31. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2023 and for the year ended December 31, 2022 present the combination of financial information of Newco, Oxus and Borealis, after giving effect to the Business Combination, the Material Event and related adjustments described in the accompanying notes.

Material Event and Background Relevant to Material Event

In May 2023, Borealis issued convertible notes payable with an aggregate principal amount of $10 million to a New Investor. This facility is expected to be converted to Class A Shares of the Combined Company at Closing (refer to Note 3 — Adjustments for Material Event).

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2023

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)
As of March 31, 2023