Business context and reporting period
Important entity clarification: This filing is Oxus Acquisition Corp.’s Form 10-K, not an operating-company 10-K for Borealis Foods Inc. Oxus was a Cayman Islands SPAC with no operating business at December 31, 2022. The filing covers the fiscal year ended December 31, 2022 and was signed March 31, 2023; it discusses a proposed combination with Borealis announced after year-end.
Financial results and liquidity
| Metric | 2022 | Prior comparable period |
|---|---|---|
| Operating revenue | None; Oxus had not commenced operations | None |
| Net loss | $0.303 million | $0.408 million from inception (February 3, 2021) through December 31, 2021 |
| Operating expenses | $2.887 million | $0.428 million |
| Dividend income | $2.579 million | $0.004 million |
| Interest and foreign-exchange income | $4,010 interest; $1,073 FX gain | None reported |
| Cash used in operating activities | $2.106 million | $0.602 million |
At year-end, Oxus reported $0.681 million of cash outside the trust, $178.533 million of trust investments, $2.501 million of current liabilities (including a $1.500 million sponsor note), and a $1.584 million working-capital deficiency. It reported no long-term debt or off-balance-sheet arrangements. Trust funds were intended for a business combination or shareholder redemptions and were not ordinary operating liquidity.
The $0.303 million net loss was narrower than the prior-period $0.408 million loss, while operating expenses rose substantially. The prior comparison covers less than a full year, so the periods are not directly comparable. No meaningful operating margins can be assessed for this non-operating SPAC.
Material developments and outlook
- Proposed Borealis transaction: On February 23, 2023, Oxus, Borealis and a wholly owned Ontario subsidiary entered into a business combination agreement. Borealis shareholders would receive New Oxus shares based on a stated Borealis value of $150 million less Borealis net indebtedness, divided by $10 per share. Completion remained subject to conditions, including shareholder approvals; the filing provides no Borealis operating results or transaction-completion assurance.
- Extension and redemptions: On March 2, 2023, shareholders approved extending the SPAC deadline from March 8 to as late as December 8, 2023. Holders redeemed 15,300,532 Class A shares for approximately $159.34 million at about $10.41 per share, leaving approximately $20.3 million in trust. These are post-year-end events and materially reduced transaction funds.
- Sponsor financing: The sponsor’s note was increased after year-end to a maximum of $3.5 million; $1.8 million was outstanding at March 31, 2023. Additional sponsor extension deposits were contemplated. Sponsor loans are not guaranteed, and the filing states further financing may be unavailable.
- Going concern: The auditor reported substantial doubt about Oxus’s ability to continue as a going concern, citing inadequate operating cash and dependence on completing a business combination or obtaining further support. The financial statements contain no liquidation adjustments.
- Controls and other risks: Management identified a material weakness in accounting for complex financial instruments; disclosure controls and internal control over financial reporting were judged ineffective. Remediation was ongoing, with no assurance it would succeed. Other highlighted risks include failure to complete the transaction by the deadline, dilution, trust-account claims, conflicts of interest, geopolitical and cross-border risks, and potential delisting.
The filing gives no operating guidance or forecast for Oxus or Borealis. Its forward-looking statements are subject to significant uncertainties.
Key facts investors should verify
- Confirm the security and issuer: this is Oxus’s SPAC filing, not Borealis’s operating-company financial statements.
- Review Borealis’s audited financials, debt and cash, and the calculation of its proposed $150 million less net debt valuation in the relevant merger materials.
- Verify the transaction’s current status, shareholder approvals, remaining trust cash, redemption terms and any additional financing or sponsor loans.
- Assess whether the internal-control material weakness has been remediated and how Oxus plans to address its going-concern uncertainty.
- Check potential dilution from founder shares, warrants, PIPE or other financing, and the consequences if the business combination is not completed by the extended deadline.