What changed in this filing

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Item 1. Financial Statements

2022-08-02 compared with 2022-05-23 · 326 added, 297 removed, 550 unchanged (53% of the section changed)

3 unchanged sentences

Current Assets:

Prepaid expenses

Prepaid expenses, current

Total Current Assets

Cash held in Trust Account

Prepaid expenses

Prepaid expenses, non-current

$ 177,192,317

5 unchanged sentences

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 17,250,000 shares at redemption value (at approximately $ 10.20 per share)

Class A ordinary shares, par value $ 0.0001 ;

subject to possible redemption, 17,250,000 shares at redemption value

Shareholders’ Equity

10 unchanged sentences

Accumulated deficit

( 1,246,351 )

Total Shareholders’ Equity

3 unchanged sentences

The accompanying notes are an integral

part of the condensed financial statements.

part of the unaudited condensed financial statements.

OXUS ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months

March 31, 2022

For the Period from

February 3, 2021

(inception) through

March 31, 2021

Formation and operating expenses

Loss from operations

( 1,102,990 )

Other income:

1 unchanged sentence

$ ( 287,545 )

$ ( 838,727 )

Basic and diluted weighted average redeemable Class A ordinary shares outstanding

3 unchanged sentences

The accompanying notes are an integral

part of the condensed financial statements.

part of the unaudited condensed financial statements.

OXUS ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

For the Three Months

Ended March 31, 2022

For the Three and Six Months Ended June 30,

Ordinary Shares

7 unchanged sentences

$ ( 958,806 )

For the Period from February

3, 2021 (inception) through March 31, 2021

Remeasurement of Class A ordinary shares to redemption amount

Balance – June 30, 2022

$ ( 1,246,351 )

For the Period from February 3, 2021 (inception)

through June 30, 2021

Ordinary Shares

6 unchanged sentences

Balance – March 31, 2021

Balance - June 30, 2021

The accompanying notes are an integral

part of the condensed financial statements.

part of the unaudited condensed financial statements.

OXUS ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months

For the Period from

February 3, 2021

(inception) through

Cash Flows from Operating Activities:

June 30, 2022

June 30, 2021

Flows from Operating Activities:

$ ( 838,727 )

Dividend earned on securities held in Trust Account

Adjustments to reconcile net loss to net cash used in operating activities:

Changes in operating assets and liabilities:

Accrued offering costs and expenses

Prepaid expenses

Net cash used

in operating activities

Cash flows from Financing Activities:

Proceeds from issuance of Class B ordinary shares to Sponsor

Payment of offering costs

Net cash provided

by financing activities

Net Change in Cash:

Cash - Beginning

Cash - Ending

Supplemental disclosure of non-cash investing and financing activities:

Deferred offering costs in accrued offering costs and expenses

Issuance of Underwriter Founder Shares

Remeasurement for Class A ordinary shares subject to redemption

to reconcile net loss to net cash used in operating activities:

in operating assets and liabilities:

offering costs and expenses

expenses, current

expenses, non-current

cash used in operating activities

flows from Financing Activities:

from issuance of Class B ordinary shares to Sponsor

from promissory note – related party

of offering costs

cash provided by financing activities

Change in Cash:

disclosure of non-cash investing and financing activities:

offering costs in accrued offering costs and expenses

of Underwriter Founder Shares

Remeasurement

for Class A ordinary shares subject to redemption

The accompanying notes are an integral

part of the condensed financial statements.

part of the unaudited condensed financial statements.

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

TO CONDENS ED FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF

BUSINESS OPERATIONS

Acquisition Corp.

10 unchanged sentences

stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth

As of March 31, 2022, the

Company had not commenced any operations.

All activity for the period from February 3, 2021 (inception) through March 31, 2022, relates

to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will

generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has

selected December 31 as its fiscal year end.

As of June 30, 2022,

the Company had not commenced any operations.

All activity for the period from February 3, 2021 (inception) through June 30, 2022,

relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income or dividend income from the proceeds derived from the

Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

September 8, 2021, the Company closed its Initial Public Offering of 15,000,000 units at $ 10.00 per unit (the “Units” and,

23 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

JUNE 30, 2022

NOTE 1 ─ ORGANIZATION AND DESCRIPTION

46 unchanged sentences

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTES TO CO NDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

32 unchanged sentences

Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account

in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will

be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than

the Initial Public Offering price per Unit ($ 10.00 ).

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTES TO CO NDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

31 unchanged sentences

be required to liquidate after March 8, 2023.

As of March 31, 2022, the

As of June 30, 2022, the

Company had $ 0.73 million in its operating bank account, $ 176.22 million of cash held in the Trust Account to be used for a Business Combination

5 unchanged sentences

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTES TO CONDENSED FINANCIAL

JUNE 30, 2022

NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

2 unchanged sentences

raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time,

in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company

may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional

measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit

of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available

to it on commercially acceptable terms, if at all.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any

time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to

take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending

the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will

be available to it on commercially acceptable terms, if at all.

Risks and Uncertainties

20 unchanged sentences

to complete a Business Combination and the value of the Company’s securities.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed

financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”)

for interim financial information and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes

required by GAAP.

In the opinion of the Company’s management, the accompanying condensed financial statements include all adjustments,

consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, results of operations

and cash flows for the period presented.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements

prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position,

results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include

all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating

results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction

with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022.

interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the

year ending December 31, 2022 or for any future periods.

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTES TO CONDENSED FINANCIAL

JUNE 30, 2022

NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

22 unchanged sentences

Use of Estimates

The preparation of financial

statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date

of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more

future confirming events.

The preparation of

financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of

circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could

change in the near term due to one or more future confirming events.

Estimates made in preparing these condensed financial

statements include, among other things, the fair value measurement of shares transferred by the Sponsor to independent director

Actual results could differ from those estimates.

1 unchanged sentence

The Company had $ 0.73 million

and $ 1.12 million in cash as of March 31, 2022 and December 31, 2021, respectively.

and $ 1.12 million in cash as of June 30, 2022 and December 31, 2021, respectively.

The Company considers all short-term investments with

1 unchanged sentence

The Company did not have any cash equivalents as of

March 31, 2022 and December 31, 2021, respectively.

June 30, 2022 and December 31, 2021, respectively.

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTES TO CONDENSED FINANCIAL

JUNE 30, 2022

NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash Held in Trust Account

At March 31, 2022 and December

At June 30, 2022 and December

31, 2021, the Company had $ 176.22 million and $ 175.95 million respectively, of cash held in the Trust Account that were held in U.S.

13 unchanged sentences

and accumulated deficit.

As of March 31, 2022 and

December 31, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

As of June 30, 2022 and

December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are

reconciled in the following table:

Gross proceeds

24 unchanged sentences

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTES TO CONDENSED FINANCIAL

JUNE 30, 2022

NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING

1 unchanged sentence

Net Loss Per Ordinary Share

The Company applies the two-class

method in calculating earnings per share.

The contractual formula utilized to calculate the redemption amount approximates fair value.

The Company applies the

two-class method in calculating earnings per share.

The contractual formula utilized to calculate the redemption amount approximates

The Class feature to redeem at fair value means that there is effectively only one class of share.

Changes in fair value are not considered

a dividend of the purposes of the numerator in the earnings per share calculation.

Net loss per ordinary share is computed by dividing

the pro rata net loss between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary share

outstanding for each of the periods.

Weighted average shares were reduced for the effect of an aggregate of 1,125,000 shares of Class

B ordinary share that was subject to forfeiture if the over-allotment option was not fully exercised,

Changes in fair value

are not considered a dividend of the purposes of the numerator in the earnings per share calculation.

Net loss per ordinary share is

computed by dividing the pro rata net loss between the Class A ordinary share and the Class B ordinary share by the weighted average

number of ordinary share outstanding for each of the periods.

Weighted average shares were reduced for the effect of an aggregate of

1,125,000 shares of Class B ordinary share that was subject to forfeiture if the over-allotment option was not fully exercised,

which was adjusted to 562,500 through July 2021 (see Note 5).

All shares and associated amounts have been retroactively adjusted to reflect

the forfeiture.

The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection

with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion

of such warrants would be anti-dilutive.

For the Three Months Ended

All shares and associated amounts have been retroactively adjusted to

reflect the forfeiture.

The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in

connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events

and the inclusion of such warrants would be anti-dilutive.

For the Three

For the Six Months

For the Period from

4 unchanged sentences

$ ( 226,879 )

$ ( 661,774 )

Weighted average redeemable Class A ordinary shares, basic and diluted

1 unchanged sentence

Non-redeemable ordinary shares

Net income loss allocable to non-redeemable ordinary shares

Net loss allocable to non-redeemable ordinary shares

$ ( 176,953 )

12 unchanged sentences

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTES TO CONDENSED FINANCIAL

JUNE 30, 2022

NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

4 unchanged sentences

not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of March 31, 2022.

recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the

payment of interest and penalties as of March 31, 2022.

The Company is subject to income tax examinations by major taxing authorities

since inception in 2021.

There were no unrecognized tax benefits as of June 30, 2022.

The Company recognizes

accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of

interest and penalties as of June 30, 2022.

The Company is subject to income tax examinations by major taxing authorities since inception

The Company’s management

determined that the Cayman Islands is the Company’s only major tax jurisdiction as of March 31, 2022.

determined that the Cayman Islands is the Company’s only major tax jurisdiction as of June 30, 2022.

There is currently no income

2 unchanged sentences

are not levied on the Company, therefore, income taxes (current and deferred) are not reflected in the Company’s condensed financial

statements as of March 31, 2022.

statements as of June 30, 2022.

In accordance with federal

21 unchanged sentences

In addition to the

warrants (representing 15,000,000 Public Warrants (as defined at Note 3) included in the units and 8,400,000 Private Warrants) issued

by the Company at the close of the Initial Public Offering, a further 3,150,000 warrants (representing 2,250,000 Public Warrants (as defined

at Note 3) included in the units and 900,000 Private Warrants) were issued as a result of the underwriters’ full exercise of the

over-allotment options.

All warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging —

Contracts in Entity’s Own Equity.

23,400,000 warrants (representing 15,000,000 Public Warrants (as defined at Note 3) included in the units and 8,400,000 Private

Warrants) issued by the Company at the close of the Initial Public Offering, a further 3,150,000 warrants (representing 2,250,000

Public Warrants (as defined at Note 3) included in the units and 900,000 Private Warrants) were issued as a result of the

underwriters’ full exercise of the over-allotment options.

All warrants were issued in accordance with the guidance contained

in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity and they met the criteria for equity

classification and are required to be recorded as part a component of additional paid-in capital at the time of issuance.

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTES TO CO NDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

43 unchanged sentences

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTES TO CO NDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 4 ─ PRIVATE WARRANTS

5 unchanged sentences

As a result of the underwriters’

election to fully exercise their over-allotment option subsequent to balance sheet date, the Sponsor and the underwriters and its designees

election to fully exercise their over-allotment option on September 13, 2021, the Sponsor and the underwriters and its designees

purchased an additional 900,000 Private Warrants, at a purchase price of $ 1.00 per Private Warrant.

21 unchanged sentences

condition is met under the applicable accounting literature in this circumstance.

As of March 31, 2022 and December 31, 2021, the

Company determined the performance conditions had not been met, and, therefore, no stock-based compensation expense has been

Stock-based compensation would be recognized at the date the performance conditions are met (i.e., upon consummation of

a Business Combination) in an amount equal to the number of Founder Shares vested times the grant date fair value per share (unless

The fair value of the allocated Founder Shares was

measured at fair value using a Black Scholes simulation model.

On May 31, 2022, Mr.

Sergei Ivashkovsky resigned from his position as independent director within the Company and returned 50,000 Founder Shares to the

On June 1, 2022, Mr.

Karim Zahmoul was appointed as independent director.

On June 7, 2022, 50,000 Founder Shares were

transferred to Mr.

Karim Zahmoul by the Sponsor.

The fair value of the 50,000 Founder Shares granted to the Mr.

Karim Zahmoul on

June 7, 2022 was $ 0.02 million or $ 0.33 per share.

The Founder Shares were granted subject to a performance condition (i.e., the

occurrence of a Business Combination).

Compensation expense related to the Founder Shares is recognized only when the performance

condition is met under the applicable accounting literature in this circumstance.

The fair value of the allocated Founder Shares

was measured at fair value using a Monte Carlo simulation model.

OXUS ACQUISITION CORP.

NOTES TO CO NDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 5 ─ RELATED PARTY TRANSACTIONS (Continued)

Founder Shares (Continued)

As of June 30, 2022 and December

31, 2021, the Company determined the performance conditions had not been met, and, therefore, no stock-based compensation expense has

been recognized.

Stock-based compensation would be recognized at the date the performance conditions are met (i.e., upon consummation

of a Business Combination) in an amount equal to the number of Founder Shares vested times the grant date fair value per share (unless

subsequently modified) less the amount initially received for the purchase of the Founder Shares.

3 unchanged sentences

adjusted to reflect the share surrender.

As of March 31, 2022 and

December 31, 2021, no Class B ordinary shares were available for forfeiture as a result of the underwriters’ full exercise of

the over-allotment option.

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTE 5 — RELATED PARTY TRANSACTIONS (Continued)

Founder Shares (Continued)

As of June 30, 2022 and December

31, 2021, no Class B ordinary shares were available for forfeiture as a result of the underwriters’ full exercise of the over-allotment

Founder Shares are subject

4 unchanged sentences

anniversary of the consummation of the initial Business Combination.

Notwithstanding the foregoing, the Founder Shares will be releases

Notwithstanding the foregoing, the Founder Shares will be released

earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar

16 unchanged sentences

receivable of $ 40 was received from the underwriters in connection with the issuance of Underwriter Founder Shares.

OXUS ACQUISITION CORP.

NOTES TO CO NDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 5 ─ RELATED PARTY TRANSACTIONS (Continued)

Promissory Note — Related Party

7 unchanged sentences

On September 8, 2021, the

outstanding balance of $ 0.28 million was repaid in full.

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

NOTE 5 — RELATED PARTY TRANSACTIONS (Continued)

outstanding balance of $ 0.28 million was repaid in full and is no longer available.

Related Party Loans

13 unchanged sentences

not been determined and no written agreements exist with respect to such loans.

As of March 31, 2022, no Working Capital Loans were outstanding.

As of June 30, 2022, no Working Capital Loans were outstanding.

NOTE 6 ─ COMMITMENTS AND CONTINGENCIES

Related Party Payable

At close of the Initial Public

Offering, the operating bank account of the Company held an excess of $ 0.86 million, resulting from an over funding in connection with

the close of the Initial Public Offering.

At close of the Initial

Public Offering, the operating bank account of the Company held an excess of $ 0.86 million, resulting from an over funding in connection

with the close of the Initial Public Offering.

On September 9, 2021, the over funding was returned to the Sponsor.

5 unchanged sentences

of the consummation by the Company of a Business Combination or the liquidation of the Company.

For the three months ended

March 31, 2022, the Company accrued $ 30,000 for these services, of which such amount is included in the operating costs on accompanying

condensed statement of operations.

OXUS ACQUISITION CORP.

NOTES TO CO NDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 6 ─ COMMITMENTS AND CONTINGENCIES

Administrative Support Agreement (Continued)

For the six months ended

June 30, 2022, the Company have paid $ 30,000 and accrued an additional $ 30,000 for these services, of which such amount is included in

the operating costs on accompanying condensed statements of operations.

For the period from February

3, 2021 (inception) through March 31, 2021, such fees were not recorded.

3, 2021 (inception) through June 30, 2021, such fees were not recorded.

Registration Rights

3 unchanged sentences

upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration requiring the Company

to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class

A ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands,

that the Company register such securities.

In addition, the holders will have certain “piggy-back” registration rights with

respect to registration statements filed subsequent to the completion of a Business Combination.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

— COMMITMENTS AND CONTINGENCIES (Continued)

Combination Marketing Agreement

Company has engaged EarlyBirdCapital, lnc.

(“EarlyBirdCapital”) and Sova Capital Limited (“Sova Capital”) as

advisors in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential

Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing

the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the

Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination.

Company will pay EarlyBirdCapital and Sova Capital a cash fee for such services upon the consummation of a Business Combination of $4.50

million (or $5.23 million if the underwriters’ over-allotment is exercised in full) that equals to 3.0% of the gross proceeds of

Initial Public Offering (exclusive of any applicable finders’ fees which might become payable).

7 — SHAREHOLDERS’ EQUITY

Company is authorized to issue 5,000,000 preferred shares with a par value of $ 0.0001 per preferred share.

As of March 31, 2022 and December

31, 2021, there were no preferred shares issued or outstanding.

A Ordinary Shares

Company is authorized to issue up to 500,000,000 shares of Class A ordinary shares, with a par value of $ 0.0001 per share.

the Company’s ordinary shares are entitled to one vote for each share.

Through December 31, 2021, the underwriters and/or its designees

effected a surrender of an aggregate of 100,000 Class A ordinary shares to the Company for no consideration, resulting in a decrease

in the total number of Class A ordinary shares outstanding from 400,000 to 300,000 .

All shares and associated amounts have been retroactively

adjusted to reflect the share surrender.

At March 31, 2022 and December 31, 2021, there were 300,000 shares of Class A ordinary shares

issued and outstanding, which are non-redeemable.

This number excludes 17,250,000 shares of Class A ordinary shares subject to possible

B Ordinary Shares

Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share.

Holders of the Class B ordinary

to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company

In addition, the holders will have certain “piggy-back” registration rights with respect to registration

statements filed subsequent to the completion of a Business Combination.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

Business Combination Marketing Agreement

The Company has engaged EarlyBirdCapital,

(“EarlyBirdCapital”) and Sova Capital Limited (“Sova Capital”) as advisors in connection with a Business

Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target

business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities

in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist

the Company with its press releases and public filings in connection with the Business Combination.

The Company will pay EarlyBirdCapital

and Sova Capital a cash fee for such services upon the consummation of a Business Combination of $4.50 million (or $5.23 million if the

underwriters’ over-allotment is exercised in full) that equals to 3.0% of the gross proceeds of Initial Public Offering (exclusive

of any applicable finders’ fees which might become payable).

NOTE 7 ─ SHAREHOLDERS’ EQUITY

Preferred Shares

The Company is authorized

to issue 5,000,000 preferred shares with a par value of $ 0.0001 per preferred share.

As of June 30, 2022 and December 31, 2021, there

were no preferred shares issued or outstanding.

Class A Ordinary Shares

The Company is authorized

to issue up to 500,000,000 shares of Class A ordinary shares, with a par value of $ 0.0001 per share.

Holders of the Company’s ordinary

shares are entitled to one vote for each share.

Through December 31, 2021, the Sponsor effected a surrender of an aggregate of 4,312,500

Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding

from 8,625,000 to 4,312,500 .

Through December 31, 2021, the underwriters and/or its designees effected a surrender

of an aggregate of 100,000 Class A ordinary shares to the Company for no consideration, resulting in a decrease in the total number of

Class A ordinary shares outstanding from 400,000 to 300,000 .

All shares and associated amounts have been retroactively adjusted to reflect

the share surrender.

At June 30, 2022 and December 31, 2021, there were 300,000 shares of Class A ordinary shares issued and outstanding,

which are non-redeemable.

This number excludes 17,250,000 shares of Class A ordinary shares subject to possible redemption.

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

7 — SHAREHOLDERS’ EQUITY (Continued)

B Ordinary Shares (Continued)

shares and associated amounts have been retroactively adjusted to reflect the share surrender.

As of March 31, 2022 and December 31,

2021, there were 4,312,500 shares of Class B ordinary shares issued and outstanding.

No Class B ordinary share was available for forfeiture

at balance sheet date, resulting from the underwriters’ full exercise of the over-allotment option.

of Class A ordinary shares and holders of Class B ordinary shares, voting together as a single class, shall have the exclusive right

to vote for the election of directors and on all other matters submitted to a vote of the Company’s shareholder except as otherwise

required by law.

The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares on a one-for-one

basis (A) at any time and from time to time at the option of the holder thereof and (B) automatically on the business day following the

closing of the Business Combination, subject to adjustment.

In the case that additional shares of Class A ordinary shares, or equity-linked

securities, are issued or deemed issued in excess of the amounts offered in the closing of a Business Combination, the ratio at which

shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority

of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance)

so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal,

in the aggregate, on an as-converted basis, 25 % of the sum of the total number of all ordinary shares outstanding upon the completion

of the Initial Public Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection

with a Business Combination.

In addition, the calculation mentioned above will be subject to adjustment for stock splits, stock dividends,

reorganizations, recapitalizations and the like.

In no event will the Class B ordinary shares convert into Class A ordinary shares at

a rate of less than one to one.

Warrants may only be exercised for a whole number of shares.

NOTES TO CONDENSED FINANCIAL

JUNE 30, 2022

NOTE 7 ─ SHAREHOLDERS’ EQUITY (Continued)

Class B Ordinary Shares

The Company is authorized

to issue 50,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share.

Holders of the Class B ordinary shares are entitled

to one vote for each share.

Through December 31, 2021, the Sponsor effected a surrender of an aggregate of 4,312,500 Class B ordinary

shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000

to 4,312,500 .

All shares and associated amounts have been retroactively adjusted to reflect the share surrender.

As of June 30, 2022 and

December 31, 2021, there were 4,312,500 shares of Class B ordinary shares issued and outstanding.

No Class B ordinary share was available

for forfeiture at balance sheet date, resulting from the underwriters’ full exercise of the over-allotment option.

Holders of Class A ordinary

shares and holders of Class B ordinary shares, voting together as a single class, shall have the exclusive right to vote for the election

of directors and on all other matters submitted to a vote of the Company’s shareholder except as otherwise required by law.

shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares on a one-for-one basis (A) at any

time and from time to time at the option of the holder thereof and (B) automatically on the business day following the closing of the

Business Combination, subject to adjustment.

In the case that additional shares of Class A ordinary shares, or equity-linked securities,

are issued or deemed issued in excess of the amounts offered in the closing of a Business Combination, the ratio at which shares of Class

B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding

shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number

of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on

an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public

Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business

In addition, the calculation mentioned above will be subject to adjustment for stock splits, stock dividends, reorganizations,

recapitalizations and the like.

In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than

Public Warrants may only

be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months

from the closing of the Initial Public Offering.

of Warrants When the Price per Share of Class A Ordinary shares Equals or Exceeds $18.00 — once the warrants become

exercisable, the Company may redeem the outstanding Public Warrants:

whole and not in part;

a price of $0.01 per Public Warrant;

not less than 30 days’ prior written notice of redemption to each warrant holder;

● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like).

The Public Warrants

will become exercisable 30 days after the completion of a Business Combination.

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

7 — SHAREHOLDERS’ EQUITY (Continued)

addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in

connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per

share (with such issue price or effective issue price to be determined in good faith by the Company’s

board of directors and, in the case of any such issuance to our Sponsor or its affiliates, without taking into account any, Founder

Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y)

the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds and interest thereon,

available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s

initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary

shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial

Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will

be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00

per share redemption trigger price described above in this section will be adjusted (to the nearest cent) to be equal to 180% of the

higher of the Market Value and the Newly Issued Price.

8 – FAIR VALUE MEASUREMENTS

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

NOTES TO CONDENSED FINANCIAL

JUNE 30, 2022

NOTE 7 ─ SHAREHOLDERS’ EQUITY (Continued)

Warrants (Continued)

Redemption of Warrants When

the Price per Share of Class A Ordinary shares Equals or Exceeds $18.00 —once the warrants become exercisable, the Company may redeem

the outstanding Public Warrants:

● in whole and not in part;

● at a price of $0.01 per Public Warrant;

● upon not less than 30 days’ prior written

notice of redemption to each warrant holder;

● if, and only if, the last reported sale price

of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice

of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits,

stock capitalizations, reorganizations, recapitalizations and the like).

In addition, if (x)

the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the

closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue

price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such

issuance to our Sponsor or its affiliates, without taking into account any, Founder Shares held by our Sponsor or such affiliates,

as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances

represent more than 60% of the total equity proceeds and interest thereon, available for the funding of the Company’s initial

Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and

(z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on

the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market

Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to

115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above

in this section will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued

NOTE 8 ─ FAIR VALUE MEASUREMENTS

The fair value of the Company’s

financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with

the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants

at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the

use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

1 – Quoted prices in active markets for identical assets or liabilities.

market for an asset or liability is a market in which transactions for the asset or liability

occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

2 – Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include

quoted prices in active markets for similar assets or liabilities and quoted prices for identical

assets or liabilities in markets that are not active.

3 – Unobservable inputs based on the Company’s assessment of the assumptions

that market participants would use in pricing the asset or liability

An active market for an asset or liability is a market

in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing

OXUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

8 – FAIR VALUE MEASUREMENTS (Continued)

following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis

as of March 31, 2022 by level within the fair value hierarchy:

Quoted Prices in

Active Markets

Significant Other

Observable Inputs

Significant Other

JUNE 30, 2022

NOTE 8 ─ FAIR VALUE MEASUREMENTS (Continued)

2 – Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar

assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

3 – Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing

the asset or liability

The following table presents

information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2022 by level

within the fair value hierarchy:

Quoted Prices

Marketable securities held in Trust Account

1 unchanged sentence

$ 176,218,227

following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis

as of December 31, 2021 by level within the fair value hierarchy:

The following table presents

information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2021 by

level within the fair value hierarchy:

Quoted Prices in

Active Markets

Significant Other

Observable Inputs

Significant Other

Marketable securities held in Trust Account

1 unchanged sentence

$ 175,953,964

9 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date financial statements

Other than as described herein, the Company did not identify any other subsequent events that would have required adjustment

or disclosure in the financial statements.

NOTE 9 ─ SUBSEQUENT EVENTS

The Company evaluated subsequent

events and transactions that occurred after the condensed balance sheet date up to the date financial statements were issued.

as described herein, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the

financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements