Filing identity and business context
Important: The supplied filing is Oxus Acquisition Corp.’s Form 10-Q for the quarter ended March 31, 2023—not Borealis Foods Inc.’s operating-company 10-Q. Oxus was a blank-check company seeking a business combination; it reported no operating revenue or business operations. Its results should not be read as Borealis’s financial results.
Oxus entered into a business combination agreement with Borealis on February 23, 2023. The proposed transaction contemplated Oxus continuing as an Ontario corporation and Borealis shareholders receiving shares based on a stated Borealis value of $150 million less Borealis’s net indebtedness, divided by $10 per share. The transaction was subject to closing conditions and was not completed as of the reporting date.
Financial results and liquidity
| Metric | Q1 2023 | Q1 2022 / comparison |
|---|---|---|
| Operating revenue | None | None |
| Formation and operating expenses | $2.12 million | $0.57 million; increased about 275% |
| Dividend income | $1.40 million | $14,360 |
| Net loss | $0.73 million | $0.55 million; loss increased about 32% |
| Net loss per share | $0.04 | $0.03 |
| Cash used in operating activities | $0.64 million | $0.17 million |
At March 31, 2023, Oxus reported $64,004 cash outside the trust account and $20.77 million of trust-account securities, compared with $680,792 and $178.53 million, respectively, at December 31, 2022. Total assets were $20.85 million. Current liabilities were $3.98 million, including $2.12 million accrued offering costs and expenses and a $1.80 million related-party promissory note. Management reported a $3.89 million working capital deficiency. The filing reports no long-term debt or operating lease obligations.
Trust-account assets fell primarily after public shareholders redeemed 15,300,532 shares for approximately $159.34 million at about $10.41 per share in connection with the March 2 extension vote. Remaining Class A shares subject to possible redemption were 1,949,468 at March 31.
Material developments, outlook, and risks
- Shareholders extended Oxus’s business-combination deadline from March 8 to December 8, 2023. If no business combination is completed by then and no further extension is obtained, Oxus must liquidate and redeem public shares; warrants would expire worthless.
- The Sponsor’s amended, non-interest-bearing note was increased to a maximum of $3.5 million. $1.8 million was outstanding at March 31; a further $0.3 million was drawn on May 18, bringing the balance to $2.1 million. The note is payable upon a business combination.
- Management stated that limited operating cash, the need for additional financing, and the potential mandatory liquidation raise substantial doubt about Oxus’s ability to continue as a going concern. Sponsor and other insider financing is not assured.
- Upon a business-combination closing, Oxus would owe a $5.23 million advisory fee, plus a contingent legal fee of up to $0.2 million. These amounts could affect funds available for the transaction.
- Disclosure controls were deemed ineffective as of March 31 because of a material weakness in accounting for complex financial instruments. Management said it was pursuing remediation but could not assure its success.
- The filing cited COVID-19, geopolitical conflict, sanctions, and broader market uncertainty as potential risks to completing a business combination. No material changes to the previously disclosed risk factors were reported.
Key investor verification points
- Confirm the status and final terms of the Oxus–Borealis transaction, including required approvals, closing conditions, and any amendments.
- Verify Borealis’s standalone financial statements and net indebtedness; this filing does not provide a clear value for Borealis’s financial metrics.
- Check Oxus’s remaining trust funds, redemptions, sponsor-note balance, and available operating cash after March 31, 2023.
- Assess whether Oxus obtained an extension or completed a transaction before the December 8, 2023 deadline.
- Review remediation of the disclosed internal-control material weakness and the contingent transaction fees and other closing costs.