Item 7.01 Regulation FD Disclosure.
On
The foregoing exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the Proposed Transaction, but does
not contain all the information that should be considered concerning the
Proposed Transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the Proposed Transaction. Oxus
intends to file with the
Investors and securities holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
Participants in Solicitation
Oxus and Borealis and their respective directors and officers may be deemed to
be participants in the solicitation of proxies from Oxus's shareholders in
connection with the Proposed Transaction. Information about Oxus's directors and
executive officers and their ownership of Oxus's securities is set forth in
Oxus's filings with the
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the Proposed
Transaction between Borealis and Oxus, including statements regarding the
benefits of the Proposed Transaction, the anticipated timing of the completion
of the Proposed Transaction, the products offered by Borealis and the markets in
which it operates, the expected total addressable market for the products
offered by Borealis, the sufficiency of the net proceeds of the proposed
transaction to fund Borealis' operations and business plan and Borealis'
projected future results. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to material risks and uncertainties
and other factors, many of which are outside the control of Borealis. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including, but not limited to:
(i) the risk that the Proposed Transaction may not be completed in a timely
manner or at all; (ii) the risk that the Proposed Transaction may not be
completed by Oxus's business combination deadline and the potential failure to
obtain an extension of the business combination deadline sought by Oxus;
(iii) the failure to satisfy the conditions to the consummation of the Proposed
Transaction, including the adoption of the business combination agreement by the
shareholders of Oxus and Borealis, the satisfaction of the minimum trust account
amount following redemptions by Oxus's public shareholders and the receipt of
certain governmental and regulatory approvals, among other closing conditions;
(iv) the occurrence of any event, change or other circumstance that could give
rise to the termination of the business combination agreement; (vi) the effect
of the announcement or pendency of the Proposed Transaction on Borealis'
business relationships, performance, and business generally; (vii) risks that
the Proposed Transaction disrupts current plans and operations of Borealis;
(viii) the outcome of any legal proceedings that may be instituted against
Borealis, Oxus or others related to the business combination agreement or the
Proposed Transaction; (ix) the ability to meet NASDAQ listing standards at or
following the consummation of the Proposed Transaction; (x) the ability to
recognize the anticipated benefits of the Proposed Transaction, which may be
affected by a variety of factors, including changes in the competitive and
highly regulated industries in which Borealis operates, variations in
performance across competitors and partners, changes in laws and regulations
affecting Borealis' business, the ability of Borealis and the post-combination
company to retain its management and key employees and general economic and
financial market trends, disruptions and risks; (xi) the ability to implement
business plans, forecasts, and other expectations after the completion of the
Proposed Transaction; (xii) the risk that Borealis will need to raise additional
capital to execute its business plan, which may not be available on acceptable
terms or at all; (xiii) the risk that the post-combination company experiences
difficulties in managing its growth and expanding operations; (xiv) the risk of
product liability or regulatory lawsuits or proceedings relating to Borealis'
business; (xv) the risk that Borealis is unable to secure or protect its
intellectual property; (xvi) the effects of COVID-19 or other public health
crises on Borealis' business and results of operations and the global economy
and geopolitical climate generally; and (xvii) costs related to the Proposed
Transaction. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of Oxus's Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on
Form S-4 and proxy statement/prospectus discussed above and other documents
filed by Oxus from time to time with the
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Oxus, Borealis, or Newco, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press release, datedFebruary 24, 2023 .
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
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