What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 1107 added, 913 removed, 750 unchanged (73% of the section changed)

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Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures

that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed

or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial

Officer, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer carried out

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021.

upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were

not effective, due solely to the material weakness in our internal control over financial reporting related to the Company's accounting

for complex financial instruments.

are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our

Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under

the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the

design and operation of our disclosure controls and procedures as of December 31, 2022 and December 31, 2021.

Based upon their evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective, due solely

to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex

financial instruments.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements

were prepared in accordance with GAAP.

Accordingly, management believes that the financial statements included in this Annual Report present

fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management’s Annual Report on Internal Control Over Financial

This Annual Report on Form 10-K does not include a report of management's

assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to

a transition period established by rules of the SEC for newly public companies.

Accordingly, management believes that the financial statements included in this Annual Report

present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management’s Report on Internal Control Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, management

is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of

the effectiveness of internal control over financial reporting as of December 31, 2022.

Internal control over financial reporting is a

process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with GAAP.

Our system of internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of our company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our company are being made

only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 based upon criteria

in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

Based on our assessment and those criteria, management determined that our internal control over financial reporting

was not effective as of December 31, 2022, due to the material weakness in our internal control over financial reporting related to the

Company’s accounting for complex financial instruments.

As a result, we performed additional analysis as deemed necessary to ensure that

our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes

that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results

of operations, and cash flows for the period presented.

Management has implemented

remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process

for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature,

identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional

staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include

an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth

company under the JOBS Act.

Changes in internal controls over financial

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control over financial reporting.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments.

we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of

evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our

personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation

plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Management has identified a material weakness

in internal controls related to the accounting for complex financial instruments.

While we have processes to identify and appropriately

apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards

that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom

we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we

can offer no assurance that these initiatives will ultimately have the intended effects.

OTHER INFORMATION

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Christophe Charlier

Sergey Ivashkovsky

Karim Zahmoul

Shiv Vikram Khemka

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to serve on our Board of Directors include his extensive experience in investment and financial industry.

Kanat Mynzhanov has served as our

Chief Executive Officer and director since our inception in February 2021.

Mynzhanov led and co-founded a hedge fund, Bellprescot

Prime Fund and asset management firm Bellprescot Asset Management in September 2016.

He served as the director of the investment

advisory firm, Bellprescot Ltd.

Kanat Mynzhanov has served as our Chief

Executive Officer and director since our inception in February 2021.

Mynzhanov led and co-founded a hedge fund, Bellprescot Prime

Fund and asset management firm Bellprescot Asset Management in September 2016.

He served as the director of the investment advisory firm,

Bellprescot Ltd.

from September 2016 until April 2021.

He served as the chief investment officer of Bellprescot Asset Management

from September 2016 to June 2020.

The hedge fund’s primary focus of investments was technology driven public companies with leading

and disruptive products and service, including internet of things and cloud, autonomous driving, artificial intelligence, machine learning,

He served as the chief investment officer of Bellprescot Asset Management from

September 2016 to June 2020.

The hedge fund’s primary focus of investments was technology driven public companies with leading and

disruptive products and service, including internet of things and cloud, autonomous driving, artificial intelligence, machine learning,

semiconductors, cybersecurity and robotics.

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an investment subsidiary of NAC Kazatomprom JSC, where he led and mentored a team of highly skilled investment managers responsible for

mergers and acquisitions, joint ventures and business development across metals & mining, rare metals and alternative energy

Mynzhanov joined NAC Kazatomprom JSC in 2014 as an investment manager and during his time he oversaw numerous projects

and established strong connections with some of the largest global firms in the industry.

mergers and acquisitions, joint ventures and business development across metals & mining, rare metals and alternative energy industries.

Mynzhanov joined NAC Kazatomprom JSC in 2014 as an investment manager and during his time he oversaw numerous projects and established

strong connections with some of the largest global firms in the industry.

From March 2011 to March 2014 Mr.

consulted and led the business development of tungsten concentrate producer in CIS region.

Mynzhanov consulted and led

the business development of tungsten concentrate producer in CIS region.

From November 2008 to March 2011 Mr.

led and participated in operational, commercial and investment management of oil tankers firm in London.

Mynzhanov led and participated

in operational, commercial and investment management of oil tankers firm in London.

Over the years Mr.

consulted for various firms, including those in the metals and mining sector, on raising capital through initial public offerings, as

well as restructuring and various business developments.

Mynzhanov consulted for various

firms, including those in the metals and mining sector, on raising capital through initial public offerings, as well as restructuring

and various business developments.

Mynzhanov holds a Master of Science from University of Westminster.

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College of Arts & Sciences of the University of Pennsylvania in 1994.

believe that Mr.

Charlier’s qualifications to serve on our Board of Directors include his extensive experience as an international

financier and as a director of the boards of directors of the companies listed above.

Sergei Ivashkovsky has served as one of

our independent directors since September 2021.

Ivashkovsky has 16 years of experience in investment management in public and private

equity markets in CIS and other counties in Eastern Europe, in restructuring and turnaround projects for technology companies and in distressed

assets in Russia, and participated in a significant number of deals in industrial, consumer and banking sector.

Since 2021 he is a co-founder

of Smartlife (innovative liposomal vitamins with sales in Middle-East, Europe and Russia), co-founder of Skycop (travel tech company with

operations in Europe).

Since 2019 he is a founder of Eurasia Investment Partners (a small advisory to HNWI on private investments and

private equity transactions).

From May 2018 to October 2019 Mr.

Ivashkovsky served as a managing director of the distressed assets bank

TRUST, launched by the Central Bank of Russia along with McKinsey advisory to consolidate $40 billion of non-performing corporate loans.

From 2013 until 2018 he served as a managing director in leading Russian investment funds responsible for a number of turnaround projects

in industrial technologies, fintech and artificial intelligence.

From 2006 to 2012 Mr.

Ivashkovsky served as a senior analyst and co-portfolio

manager of Prosperity Capital and East Capital, the leading Swedish asset management companies in Russia, CIS and Eastern Europe with

long-only and special situation funds.

From 2004 to 2006 he served as an analyst and junior portfolio manager in Rosbank AM, an asset

management start-up of INTERROS, one of the largest financial and industrial groups in Russia.

He has MSc diploma from Russia Higher School

of Economics, and also studied in London School of Economics and Oxford Said Business School.

We believe that Mr.

Ivashkovsky’s qualifications

Charlier’s qualifications

to serve on our Board of Directors include his extensive experience as an international financier and as a director of the boards of directors

of the companies listed above.

Karim Zahmoul has served as one of our

independent directors since June 2022.

Zahmoul has 25 years of investment banking experience.

He has served as a Founder and CEO of

EMVirya Ltd, an FCA regulated investment advisor based in London since February, 2018.

EMVirya Ltd, is a privately held financial services

firm with extensive experience in global emerging markets that is positioning itself at the cross road of Emerging markets and renewable

Prior to founding EMVirya, Mr.

Zahmoul was a Partner at Temporis Capital from September 2014 to April 2017 in London, where he

was responsible for the firm’s international investments business and developed renewable energy project in the emerging market

jurisdiction including extended focus in Morocco and Argentina.

Prior to that from 2004 to 2014, Mr.

Zahmoul was a Managing Director at

Barclays Investment Bank where he held various senior positions over his 10-year tenure at the bank.

In his last position, he was responsible

for the Global Emerging Market business for the investment bank.

Prior to Barclays from 1999 to 2004, Mr.

Zahmoul spent five years at

Deutsche Bank where he was a Managing Director and Head of Emerging Market Structuring for the Americas in New York.

He started his financial

career and spent six years at Goldman Sachs, in both New York and London, where his last position was Executive Director in EEMEA Trading.

Zahmoul received an MSc and a BSc from Columbia School of Engineering and Applied Sciences in Operation Research and a BA in Physics

from Columbia College.

The Company believes that Mr.

Zahmoul’s qualifications to serve on our Board of Directors include his extensive

experience in investment and financial industry.

We believe that Mr.

Zahmoul’s qualifications

to serve on our Board of Directors include his extensive experience in investment and financial industry.

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Khemka studied at Eton College, earned

a BA in economics from Brown (‘85), an MBA/MA with distinction from the Wharton School of Business and the Lauder Institute at

the University of Pennsylvania (‘90).

a BA in economics from Brown (’85), an MBA/MA with distinction from the Wharton School of Business and the Lauder Institute at the

University of Pennsylvania (’90).

We believe that Mr.

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Our board of directors consists of five members.

Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class

(except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

The term of office

of the first class of directors, consisting of Sergey Ivashkovsky, will expire at our first annual meeting of stockholders.

office of the second class of directors, consisting of Christophe Charlier and Shiv Vikram Khemka, will expire at our second annual meeting

of stockholders.

The term of office of the third class of directors, consisting of Kenges Rakishev and Kanat Mynzhanov, will expire at

our third annual meeting of stockholders.

Prior to the completion of

our initial business combination, any vacancy on our board of directors may be filled by a nominee chosen by holders of a majority of

our founder shares.

Our officers are appointed

by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except

for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

The term of office of the

first class of directors, consisting of Karim Zahmoul, will expire at our first annual meeting of shareholders.

The term of office of

the second class of directors, consisting of Christophe Charlier and Shiv Vikram Khemka, will expire at our second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Kenges Rakishev and Kanat Mynzhanov, will expire at our third annual

meeting of shareholders.

Prior to the completion of our initial Business

Combination, any vacancy on our board of directors may be filled by a nominee chosen by holders of a majority of our founder shares.

Our officers are appointed by the board of directors

and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized

to appoint officers as it deems appropriate pursuant to our Charter.

Audit Committee

We have established an audit committee of the

board of directors, which consist of Christophe Charlier (chairman), Shiv Vikram Khemka and Sergei Ivashkovsky, each of whom is an independent

director under Nasdaq’s listing standards.

The audit committee’s duties, which are specified in our Audit Committee Charter,

include, but are not limited to:

● reviewing and discussing with management and the independent

auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included

in our Form 10-K;

● discussing with management and the independent auditor significant

financial reporting issues and judgments made in connection with the preparation of our financial statements;

● discussing with management major risk assessment and risk

management policies;

● monitoring the independence of the independent auditor;

● verifying the rotation of the lead (or coordinating) audit

partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

● reviewing and approving all related party transactions;

● inquiring and discussing with management our compliance with

applicable laws and regulations;

● pre-approving all audit services and permitted non-audit services

to be performed by our independent auditor, including the fees and terms of the services to be performed;

● appointing or replacing the independent auditor;

● determining the compensation and oversight of the work of

the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting)

for the purpose of preparing or issuing an audit report or related work;

● establishing procedures for the receipt, retention and treatment

of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our

financial statements or accounting policies;

● approving reimbursement of expenses incurred by our management

team in identifying potential target businesses.

We have established an audit committee of the board

of directors, which consists of Christophe Charlier (chairman), Shiv Vikram Khemka and Karim Zahmoul, each of whom is an independent director

under Nasdaq’s listing standards.

The audit committee’s duties, which are specified in our Audit Committee Charter, include,

but are not limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether

the audited financial statements should be included in our Form 10-K;

with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation

of our financial statements;

with management major risk assessment and risk management policies;

the independence of the independent auditor;

the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible

for reviewing the audit as required by law;

and approving all related party transactions;

and discussing with management our compliance with applicable laws and regulations;

● pre-approving all

audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the

services to be performed;

or replacing the independent auditor;

● determining

the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the

independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

● establishing

procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or

reports which raise material issues regarding our financial statements or accounting policies;

reimbursement of expenses incurred by our management team in identifying potential target businesses.

Financial Experts on Audit Committee

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Nominating Committee

We have established a nominating committee of

the board of directors, which will consist of Christophe Charlier (chairman), Shiv Vikram Khemka and Sergei Ivashkovsky, each of whom

is an independent director under Nasdaq’s listing standards.

The nominating committee is responsible for overseeing the selection

of persons to be nominated to serve on our board of directors.

The nominating committee considers persons identified by its members, management,

shareholders, investment bankers and others.

We have established a nominating committee of the board of directors,

which consists of Christophe Charlier (chairman), Shiv Vikram Khemka and Karim Zahmoul, each of whom is an independent director under

Nasdaq’s listing standards.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve

on our board of directors.

The nominating committee considers persons identified by its members, management, shareholders, investment

bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are

specified in the Nominating Committee Charter, generally provide that persons to be nominated:

● should have demonstrated notable or significant achievements

in business, education or public service;

● should possess the requisite intelligence, education and

experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds

to its deliberations;

● should have the highest ethical standards, a strong sense

of professionalism and intense dedication to serving the interests of the shareholders.

The guidelines for selecting nominees, which are specified in the Nominating

Committee Charter, generally provide those persons to be nominated:

have demonstrated notable or significant achievements in business, education or public service;

possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a

range of skills, diverse perspectives and backgrounds to its deliberations;

have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The Nominating Committee will consider a number

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Compensation Committee

We have established a compensation committee of

the board of directors, which will consist of Christophe Charlier (chairman), Shiv Vikram Khemka and Sergei Ivashkovsky, each of whom

is an independent director under Nasdaq’s listing standards.

The compensation committee’s duties, which are specified in our

Compensation Committee Charter, include, but are not limited to:

● reviewing and approving on an annual basis the corporate

goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on

such evaluation;

● reviewing and approving the compensation of all of our other

executive officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation

equity-based remuneration plans;

● assisting management in complying with our proxy statement

and annual report disclosure requirements;

● approving all special perquisites, special cash payments

and other special compensation and benefit arrangements for our executive officers and employees;

● if required, producing a report on executive compensation

to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

We have established a compensation committee of the board of directors,

which consists of Christophe Charlier (chairman), Shiv Vikram Khemka and Karim Zahmoul, each of whom is an independent director under

Nasdaq’s listing standards.

The compensation committee’s duties, which are specified in our Compensation Committee Charter,

include, but are not limited to:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer based on such evaluation;

and approving the compensation of all of our other executive officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and

required, producing a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive

officers, directors and employees.

The code of ethics codifies the business and ethical principles that govern all aspects of our business.

We have adopted a code of ethics that applies

to all of our executive officers, directors and employees.

The code of ethics codifies the business and ethical principles that govern

all aspects of our business.

Delinquent Section 16(a)

Section 16(a) of the Securities

Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our common

stock to file reports of ownership and changes in ownership with the SEC.

These reporting persons are also required to furnish us with

copies of all Section 16(a) forms they file.

Based solely upon a review of such forms, we believe that for the year ended December 31,

2022, there were no delinquent filers.

EXECUTIVE COMPENSATION

Executive Officer and Director Compensation

No executive officer has received

any cash compensation for services rendered to us.

Commencing on September 8, 2021 through the acquisition of a target business or our

liquidation of the trust account, we will pay our sponsor $10,000 per month for providing us with general and administrative services,

including office space, utilities and administrative support.

However, this arrangement is solely for our benefit and is not intended

to provide our officers or directors compensation in lieu of a salary.

Other than the $10,000 per

month administrative fee and the repayment of up to $300,000 in loans from our sponsor, no compensation or fees of any kind, including

finder’s, consulting fees and other similar fees, will be paid to our sponsor, initial shareholders, members of our management team

or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial business combination

(regardless of the type of transaction that it is).

However, they will receive reimbursement for any out-of-pocket expenses incurred

by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence

on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective

target businesses to examine their operations.

No executive officer has received any cash compensation

for services rendered to us.

Commencing on September 8, 2021 through the acquisition of a target business or our liquidation of the trust

account, we will pay our sponsor $10,000 per month for providing us with general and administrative services, including office space,

utilities and administrative support.

However, this arrangement is solely for our benefit and is not intended to provide our officers

or directors compensation in lieu of a salary.

Other than the $10,000 per month administrative

fee and the repayment of up to $300,000 in loans from our sponsor, no compensation or fees of any kind, including finder’s, consulting

fees and other similar fees, will be paid to our sponsor, initial shareholders, members of our management team or their respective affiliates,

for services rendered prior to or in connection with the consummation of our initial Business Combination (regardless of the type of transaction

However, they will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities

on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and Business

Combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their

There is no limit on the amount of out-of-pocket expenses reimbursable by us.

After our initial business

combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company

with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished

to our shareholders.

However, the amount of such compensation may not be known at the time of the shareholder meeting held to consider

an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director

compensation.

After our initial Business Combination, members

of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all

amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders.

However, the amount of such compensation may not be known at the time of the shareholder meeting held to consider an initial Business

Combination, as it will be up to the directors of the post-combination business to determine executive and director compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or

a periodic report, as required by the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding

the beneficial ownership of our ordinary shares as of March 30, 2022 based on information obtained from the persons named below, with

respect to the beneficial ownership of our ordinary shares by:

each person known by us to be the beneficial owner of more than 5% of the outstanding ordinary shares;

each of our executive officers, directors and director nominees that beneficially owns ordinary shares;

the beneficial ownership of our ordinary shares as of March 1, 2023 based on information obtained from the persons named below, with respect

to the beneficial ownership of our ordinary shares by:

each person known by us to be the beneficial owner

of more than 5% of the outstanding ordinary shares;

each of our executive officers, directors and

director nominees that beneficially owns ordinary shares;

all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all

persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Unless otherwise indicated, we believe that

all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

The following table does not give effect to the March Redemption.

Percentage of

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Oxus Capital PTE.

4,162,500 (3)

Adage Capital Partners, L.P.(4)

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Polar Asset Management Partners Inc.(9)

Periscope Capital Inc.(10)

Kenges Rakishev(2)

4,162,500 (3)

Kanat Mynzhanov(6)

Askar Mametov

Sergey Ivashkovsky

Karim Zahmoul

Christophe Charlier

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All directors and executive officers as a group (6 individuals)

4,312,500 (6)(7)

Less than one percent.

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Represents securities held by Oxus Capital PTE.

LTD., our sponsor,

of which Kenges Rakishev is the controlling shareholder.

LTD., our sponsor, of which Kenges Rakishev is the controlling shareholder.

Consists of 4,162,500 Class B ordinary shares.

on a Schedule 13G filed on September 20, 2021, by Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”)

with respect to the Class A Ordinary Shares directly owned by it;

Adage Capital Partners GP, L.L.C., a limited liability company organized

under the laws of the State of Delaware (“ACPGP”), as general partner of ACP with respect to the Class A Ordinary Shares

directly owned by ACP;

Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware

(“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the Class A Ordinary Shares directly owned

Based on a Schedule 13G filed on September 20, 2021, by Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”) with respect to the Class A ordinary shares directly owned by it;

Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), as general partner of ACP with respect to the Class A ordinary shares directly owned by ACP;

Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the Class A ordinary shares directly owned by ACP;

Robert Atchinson (“Mr.

Atchinson”), as managing member of ACA, managing member of ACPGP, general partner of ACP with

respect to the Class A Ordinary Shares directly owned by ACP;

Atchinson”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A ordinary shares directly owned by ACP;

Phillip Gross (“Mr.

Gross”), as managing member

of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP (foregoing

persons are hereinafter sometimes collectively referred to as the “Reporting Person s ”).

The address of the business

office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

on a Schedule 13G/A filed on February 14, 2022, by D.

Shaw Valence Portfolios, L.L.C., a limited liability company organized under

the laws of the state of Delaware;

Shaw & Co., L.L.C., a limited liability company organized under the laws of the

state of Delaware;

Shaw & Co., L.P., a limited partnership organized under the laws of the state of Delaware and

Gross”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A ordinary shares directly owned by ACP (foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Person s ”).

The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

Based on a Schedule 13G/A filed on February 14, 2023, by D.

Shaw Valence Portfolios, L.L.C., a limited liability company organized under the laws of the state of Delaware;

Shaw & Co., L.L.C., a limited liability company organized under the laws of the state of Delaware;

Shaw & Co., L.P., a limited partnership organized under the laws of the state of Delaware and David E.

Shaw, a citizen of the United States of America.

Shaw does not own any shares directly.

By virtue of David E.

Shaw’s position as President and sole shareholder of D.

Shaw & Co., Inc., which is the general

partner of D.

Shaw & Co., Inc., which is the general partner of D.

Shaw & Co., L.P., which in turn is the investment adviser of D.

Shaw Valence Portfolios,

L.L.C., and by virtue of David E.

Shaw Valence Portfolios, L.L.C.

Shaw Oculus Portfolios, L.L.C., and by virtue of David E.

Shaw’s position as President and sole shareholder of D.

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Shaw & Co., L.L.C., which in turn is the manager of D.

Valence Portfolios, L.L.C., David E.

Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared

power to dispose or direct the disposition of, the 1,280,808 shares as described above constituting 7.3% of the outstanding shares and,

therefore, David E.

Shaw Valence Portfolios, L.L.C.

Shaw Oculus Portfolios, L.L.C., David E.

Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 1,704,487 shares as described above constituting 9.7% of the outstanding shares and, therefore, David E.

Shaw may be deemed to be the beneficial owner of such shares.

Shaw disclaims beneficial

ownership of such 1,280,808 shares.

The business address for each reporting person is 1166 Avenue of the Americas, 9th Floor, New

York, NY 10036.

(6) Does not include certain shares indirectly owned by this individual

as a result of his membership interest in our sponsor.

Interests shown include founder shares, classified as Class B ordinary shares.

Such shares are convertible into Class A ordinary shares on a one for one basis, subject to adjustment.

(8) Based on a Schedule 13G filed on February 14, 2022, by Barclays

PLC, a public limited company of the UK, Barclays Bank PLC, a public limited company of the UK, and Barclays Capital Inc., a Connecticut

The business address for Barclays PLC and Barclays Bank PLC is 1 Churchill Place, London, E14 5HP, England.

address for Barclays Capital Inc.

Shaw disclaims beneficial ownership of such 1,704,487 shares.

The business address for each reporting person is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036.

not include certain shares indirectly owned by this individual as a result of his membership interest in our sponsor.

(7) Interests

shown include founder shares, classified as Class B ordinary shares.

Such shares are convertible into Class A ordinary shares on a one

for one basis, subject to adjustment.

on a Schedule 13G filed on February 14, 2022, by Barclays PLC, a public limited company of the UK, Barclays Bank PLC, a public limited

company of the UK, and Barclays Capital Inc., a Connecticut corporation.

The business address for Barclays PLC and Barclays Bank PLC

is 1 Churchill Place, London, E14 5HP, England.

The business address for Barclays Capital Inc.

is 745 Seventh Ave., New York, NY 10019.

(9) Based on a Schedule 13G filed on February 10, 2022, by Polar Asset

Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy

Master Fund, a Cayman Islands exempted company (“PMSMF”) and certain managed accounts (together with PMSMF, the “Polar

Vehicles”) with respect to the Shares (as defined below) directly held by the Polar Vehicles.

The business address for each of the

reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J0E6.

All of the founder shares

outstanding prior to September 2, 2021 are placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent,

until (i) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of our initial business

combination and the date on which the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted

for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period

commencing after the consummation of our initial business combination and (ii) with respect to the remaining 50% of the founder shares,

the one-year anniversary of the consummation of our initial business combination, or, in each case, earlier if, subsequent to our

initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction which results in all of

our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

During the escrow period,

the holders of the founder shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) among

our initial shareholders or to our initial shareholders’ members, officers, directors, consultants or their affiliates, (ii) to

a holder’s shareholders or members upon its liquidation, (iii) by bona fide gift to a member of the holder’s immediate

family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, for estate planning purposes,

(iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to

us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection

with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in

each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and

to be bound by these transfer restrictions, but will retain all other rights as our shareholders, including, without limitation, the right

to vote their ordinary shares and the right to receive cash dividends, if declared.

If dividends are declared and payable in ordinary

shares, such dividends will also be placed in escrow.

If we are unable to effect a business combination and liquidate, there will be no

liquidation distribution with respect to the founder shares.

In order to meet our working

capital needs following the consummation of the initial public offering, our sponsor, initial shareholders, officers, directors and their

affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in

their sole discretion.

Based on a Schedule 13G/A filed on February 10, 2023, by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) and certain managed accounts (together with PMSMF, the “Polar Vehicles”) with respect to the shares directly held by the Polar Vehicles.

The business address for each of the reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J0E6.

Based on a Schedule 13G filed on February 13,

2023, by Periscope Capital Inc., a company incorporated under the laws of Canada (“Periscope”).

Periscope, which is the beneficial

owner of 932,250 ordinary shares of Oxus, acts as investment manager of, and exercises investment discretion with respect to, certain

private investment funds (each, a “Periscope Fund”) that collectively directly own 111,200 ordinary shares of Oxus.

address of Periscope is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.

All of the founder shares outstanding prior to

September 2, 2021 are placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (i) with

respect to 50% of the founder shares, the earlier of one year after the date of the consummation of our initial Business Combination and

the date on which the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits,

share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing after the

consummation of our initial Business Combination and (ii) with respect to the remaining 50% of the founder shares, the one-year anniversary

of the consummation of our initial Business Combination, or, in each case, earlier if, subsequent to our initial Business Combination,

we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right

to exchange their ordinary shares for cash, securities or other property.

During the escrow period, the holders of the founder

shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) among our initial shareholders

or to our initial shareholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders

or members upon its liquidation, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary

of which is the holder or a member of the holder’s immediate family, for estate planning purposes, (iv) by virtue of the laws

of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation

in connection with the consummation of our initial Business Combination, or (vii) in connection with the consummation of a Business

Combination at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or

with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions,

but will retain all other rights as our shareholders, including, without limitation, the right to vote their ordinary shares and the right

to receive cash dividends, if declared.

If dividends are declared and payable in ordinary shares, such dividends will also be placed in

If we are unable to effect a Business Combination and liquidate, there will be no liquidation distribution with respect to the

founder shares.

In order to meet our working capital needs following

the consummation of the Initial Public Offering, our sponsor, initial shareholders, officers, directors and their affiliates may, but

are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would either be

paid upon consummation of our initial business combination, without interest, or, at holder’s discretion, up to $1,500,000 of the

notes may be converted into warrants at a price of $1.00 per warrant.

The notes would either be paid upon consummation

of our initial Business Combination, without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be converted

into warrants at a price of $1.00 per warrant.

The warrants would be identical to the private warrants.

event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account

to repay such loaned amounts, but no proceeds from our trust account other than the interest earned thereon would be used for such repayment.

Our executive officers and

our sponsor are our “promoters,” as that term is defined under the federal securities laws.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

In the event that the initial

Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts,

but no proceeds from our trust account other than the interest earned thereon would be used for such repayment.

Our executive officers and our sponsor are our

“promoters,” as that term is defined under the federal securities laws.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

On March 22, 2021, we

issued an aggregate of 8,625,000 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share,

to our sponsor.

In addition, we issued 200,000 Class A ordinary shares, at a price of $0.0001 per share, to each of EarlyBirdCapital and

Sova Capital and/or their respective designees for an aggregate of 400,000 Class A ordinary shares in a private placement in March 2021.

On June 10, 2021 and July 14, 2021, our sponsor forfeited an aggregate of 4,312,500 founder shares, such that our sponsor owned

an aggregate of 4,312,500 founder shares.

In addition, on June 10, 2021 and July 14, 2021, each of EarlyBirdCapital and Sova

Capital forfeited 50,000 underwriter founder shares.

In July 2021, our sponsor transferred 50,000 founder shares to each of our independent

director nominees at their original purchase price.

The underwriters exercised their over-allotment option in full, and therefore

no founder shares of our initial shareholders is forfeited.

Our sponsor and EarlyBirdCapital

and Sova Capital (and/or their respective designees) have purchased from us an aggregate of 8,400,000 private warrants at $1.00 per warrant

for a total purchase price of $8,400,000, in a private placement that occurred simultaneously with the consummation of the initial public

Among the private warrants, 7,650,000 warrants were purchased by our sponsor and 375,000 warrants were purchased by each of

EarlyBirdCapital and Sova Capital.

In connection with the underwriters’ exercise of their over-allotment option in full, our sponsor,

EarlyBirdCapital and Sova Capital purchased from us 900,000 additional private warrants, including 40,179 private warrants purchased by

each of EarlyBirdCapital and Sova Capital, at a price of $1.00 per warrant, in an amount that is necessary to maintain in the trust account

$10.20 per unit sold to the public in the initial public offering.

These additional private warrants were purchased in a private

placement that occurred simultaneously with the purchase of units resulting from the exercise of the over-allotment option.

price for the private warrants was delivered to an escrow account at least 24 hours prior to the closing of the initial public offering

and was deposited into the trust account simultaneously with the consummation of the offering.

The private warrants are identical to the

warrants underlying the units sold in the initial public offering.

Our initial shareholders have agreed not to transfer, assign or sell

any of the private warrants (except to certain permitted transferees) until after the completion of our initial business combination.

Furthermore, our initial shareholders have agreed (A) to vote the private shares in favor of any proposed business combination, (B) not

to convert any private shares in connection with a shareholder vote to approve a proposed initial business combination or sell any private

shares to us in a tender offer in connection with a proposed initial business combination and (C) that the private shares shall not

participate in any liquidating distribution from our trust account upon winding up if a business combination is not consummated.

event of a liquidation prior to our initial business combination, the private warrants will likely be worthless.

In order to meet our working

capital needs following the consummation of the initial public offering, our sponsor, initial shareholders, officers and directors or

their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable

in their sole discretion.

On March 22, 2021, we issued an aggregate

of 8,625,000 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, to our sponsor.

addition, we issued 200,000 Class A ordinary shares, at a price of $0.0001 per share, to each of EarlyBirdCapital and Sova Capital and/or

their respective designees for an aggregate of 400,000 Class A ordinary shares in a private placement in March 2021.

2021 and July 14, 2021, our sponsor forfeited an aggregate of 4,312,500 founder shares, such that our sponsor owned an aggregate

of 4,312,500 founder shares.

In addition, on June 10, 2021 and July 14, 2021, each of EarlyBirdCapital and Sova Capital forfeited

50,000 underwriter founder shares.

In July 2021, our sponsor transferred 50,000 founder shares to each of our independent director nominees

at their original purchase price.

The underwriters exercised their over-allotment option in full, and therefore no founder shares

of our initial shareholders is forfeited.

Our sponsor and EarlyBirdCapital and Sova Capital

(and/or their respective designees) have purchased from us an aggregate of 8,400,000 private warrants at $1.00 per warrant for a total

purchase price of $8,400,000, in a private placement that occurred simultaneously with the consummation of the Initial Public Offering.

Among the private warrants, 7,650,000 warrants were purchased by our sponsor and 375,000 warrants were purchased by each of EarlyBirdCapital

and Sova Capital.

In connection with the underwriters’ exercise of their over-allotment option in full, our sponsor, EarlyBirdCapital

and Sova Capital purchased from us 900,000 additional private warrants, including 40,179 private warrants purchased by each of EarlyBirdCapital

and Sova Capital, at a price of $1.00 per warrant, in an amount that is necessary to maintain in the trust account $10.20 per unit

sold to the public in the Initial Public Offering.

These additional private warrants were purchased in a private placement that occurred

simultaneously with the purchase of units resulting from the exercise of the over-allotment option.

The purchase price for the private

warrants was delivered to an escrow account at least 24 hours prior to the closing of the Initial Public Offering and was deposited into

the trust account simultaneously with the consummation of the offering.

The private warrants are identical to the warrants underlying

the units sold in the Initial Public Offering.

Our initial shareholders have agreed not to transfer, assign or sell any of the private

warrants (except to certain permitted transferees) until after the completion of our initial Business Combination.

Furthermore, our initial

shareholders have agreed (A) to vote the private shares in favor of any proposed Business Combination, (B) not to convert any

private shares in connection with a shareholder vote to approve a proposed initial Business Combination or sell any private shares to

us in a tender offer in connection with a proposed initial Business Combination and (C) that the private shares shall not participate

in any liquidating distribution from our trust account upon winding up if a Business Combination is not consummated.

In the event of a

liquidation prior to our initial Business Combination, the private warrants will likely be worthless.

In order to meet our working capital needs following

the consummation of the Initial Public Offering, our sponsor, initial shareholders, officers and directors or their affiliates may, but

are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would either be paid upon consummation of our initial

business combination, without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be converted into warrants

at a price of $1.00 per warrant.

The notes would either be paid upon consummation of our initial Business Combination,

without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be converted into warrants at a price of $1.00 per

The warrants would be identical to the private warrants.

In the event that the initial business combination

does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds

from our trust account other than the interest earned thereon would be used for such repayment.

The holders of our founder

shares issued and outstanding as of September 2, 2021, as well as the holders of the private warrants and any warrants our sponsor, initial

shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying

securities), will be entitled to registration rights pursuant to an agreement signed on September 2, 2021.

The holders of a majority of

these securities are entitled to make up to two demands that we register such securities.

The holders of the majority of the founder shares

can elect to exercise these registration rights at any time commencing three months prior to the date on which the founder shares are

to be released from escrow.

The holders of a majority of the private warrants and warrants issued in payment of working capital loans

made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination.

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

to our consummation of a business combination.

We will bear the expenses incurred in connection with the filing of any such registration

Our sponsor has agreed to

loan us up to $300,000 to be used for a portion of the expenses of the initial public offering under an unsecured promissory note.

of June 30, 2021, $279,935 was outstanding under the unsecured promissory note.

We have repaid the $279,935 of the loan from the

proceeds of the initial public offering not being placed in trust upon consummation of the initial public offering.

Our sponsor has agreed that,

commencing on September 2, 2021 and through the earlier of our consummation of our initial business combination or the liquidation of

the trust account, it will make available to us certain general and administrative services, including office space, utilities and administrative

support, as we may require from time to time.

In the event that the initial Business Combination does not close, we

may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account

other than the interest earned thereon would be used for such repayment.

The holders of our founder shares issued and outstanding

as of September 2, 2021, as well as the holders of the private warrants and any warrants our sponsor, initial shareholders, officers,

directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities), will be entitled

to registration rights pursuant to an agreement signed on September 2, 2021.

The holders of a majority of these securities are entitled

to make up to two demands that we register such securities.

The holders of the majority of the founder shares can elect to exercise these

registration rights at any time commencing three months prior to the date on which the founder shares are to be released from escrow.

The holders of a majority of the private warrants and warrants issued in payment of working capital loans made to us (or underlying securities)

can elect to exercise these registration rights at any time after we consummate a Business Combination.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a

Business Combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Our sponsor has agreed to loan us up to

$300,000 to be used for a portion of the expenses of the Initial Public Offering under an unsecured promissory note.

We have repaid

the $279,935 of the loan from the proceeds of the Initial Public Offering not being placed in trust upon consummation of the Initial

Public Offering.

No such amount was outstanding as of December 31, 2022.

On September 8, 2022, we entered into a promissory

note (the “Promissory Note”) with our sponsor pursuant to which we may borrow up to an aggregate principal amount of $1,500,000.

The Promissory Note is non-interest bearing and due on the date on which we consummate our initial Business Combination.

If we complete

a Business Combination, we would repay any loaned amounts, without interest, upon consummation of the Business Combination.

that a Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay any loaned

amounts but no proceeds from our trust account would be used for such repayment.

The issuance of the Promissory Note was unanimously approved

by our board of directors, including all the members of the audit committee, on September 6, 2022.

As of December 31, 2022, $1.5 million

was outstanding under the Promissory Note.

On February 28, 2023, we entered

into an Amended and Restated Promissory Note (the “Amended Note”) with our sponsor pursuant to which we may borrow up

to an aggregate principal amount of $3,500,000.

The Amended Note amended, replaced and superseded in its entirety the Promissory Note,

and any unpaid principal balance of the indebtedness evidenced by the Promissory Note has been merged into and evidenced by the Amended

The Amended Note is non-interest bearing and due on the date on which we consummate our initial Business Combination.

If we complete

a Business Combination, we would repay any loaned amounts, without interest, upon consummation of the Business Combination.

that a Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay any loaned

amounts but no proceeds from our trust account would be used for such repayment.

As of March 31, 2023, there was outstanding unpaid balance

of $1,800,000 under the Amended Note.

Our sponsor has agreed that, commencing on September

2, 2021 and through the earlier of our consummation of our initial Business Combination or the liquidation of the trust account, it will

make available to us certain general and administrative services, including office space, utilities and administrative support, as we

may require from time to time.

We have agreed to pay $10,000 per month for these services.

We believe, based on rents and

fees for similar services, that the administrative fee is at least as favorable as we could have obtained from an unaffiliated person.

We have entered into agreements

with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended

and restated memorandum and articles of association.

Other than the $10,000 per

month administrative fee and repayment of up to $300,000 in loans from our sponsor, no compensation or fees of any kind will be paid to

our sponsor, initial shareholders, members of our management team or their respective affiliates, for services rendered prior to or in

connection with the consummation of our initial business combination (regardless of the type of transaction that it is).

We believe, based on rents and fees for similar

services, that the administrative fee is at least as favorable as we could have obtained from an unaffiliated person.

We have entered into agreements with our officers

and directors to provide contractual indemnification in addition to the indemnification provided for in our Charter.

Other than the $10,000 per month administrative fee, the repayment

of up to $3,500,000 in loans from and the repayment of the Amended Note to our sponsor, no compensation or fees of any kind will be paid

to our sponsor, initial shareholders, members of our management team or their respective affiliates, for services rendered prior to or

in connection with the consummation of our initial Business Combination (regardless of the type of transaction that it is).

However, such

3 unchanged sentences

There is no limit on the amount of out-of-pocket expenses reimbursable by us.

After our initial business

combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company

with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished

to our shareholders.

However, the amount of such compensation may not be known at the time of the shareholder meeting held to consider

an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director

compensation.

After our initial Business Combination, members

of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all

amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders.

However, the amount of such compensation may not be known at the time of the shareholder meeting held to consider an initial Business

Combination, as it will be up to the directors of the post-combination business to determine executive and director compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or

a periodic report, as required by the SEC.

All ongoing and future transactions

between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable

to us than are available from unaffiliated third parties.

Such transactions will require prior approval by a majority of our uninterested

“independent” directors or the members of our board who do not have an interest in the transaction, in either case who had

access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our disinterested

“independent” directors determine that the terms of such transaction are no less favorable to us than those that would be

available to us with respect to such a transaction from unaffiliated third parties.

All ongoing and future transactions between us

and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than

are available from unaffiliated third parties.

Such transactions will require prior approval by a majority of our uninterested “independent”

directors or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to

our attorneys or independent legal counsel.

We will not enter into any such transaction unless our disinterested “independent”

directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect

to such a transaction from unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires

us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except

under guidelines approved by the board of directors (or the audit committee).

Related-party transactions are defined as transactions

in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of

our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater

than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and

(b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial

owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult

to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family,

receives improper personal benefits as a result of his or her position.

Our audit committee, pursuant

to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such

transactions.

The audit committee will consider all relevant factors when determining whether to approve a related party transaction,

including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated

third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit

committee with all material information concerning the transaction.

We also require each of our directors and executive officers to complete

a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the

part of a director, employee or officer.

To further minimize conflicts

of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor,

officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity that

commonly renders valuation opinions, that the business combination is fair to our unaffiliated shareholders from a financial point of

We will also need to obtain approval of a majority of our disinterested independent directors.

Our code of ethics requires us to avoid, wherever possible, all related

party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors

(or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate amount involved

will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any

(a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary

shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect

material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively

and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits

as a result of his or her position.

Our audit committee, pursuant to its written charter,

will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.

committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related

party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same

or similar circumstances and the extent of the related party’s interest in the transaction.

No director may participate in the approval

of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information

concerning the transaction.

We also require each of our directors and executive officers to complete a directors’ and officers’

questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether

any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,

employee or officer.

To further minimize conflicts of interest, we

have agreed not to consummate an initial Business Combination with an entity that is affiliated with any of our sponsor, officers or directors

unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation

opinions, that the Business Combination is fair to our unaffiliated shareholders from a financial point of view.

We will also need to

obtain approval of a majority of our disinterested independent directors.

Director Independence

Currently, Christophe Charlier,

Sergei Ivaskhovksy and Shiv Vikram Khemka would each be considered an “independent director” under the Nasdaq listing rules,

which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having

a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of

independent judgment in carrying out the responsibilities of a director.

Our independent directors

will have regularly scheduled meetings at which only independent directors are present.

Currently, Christophe Charlier, Karim Zahmoul

and Shiv Vikram Khemka would each be considered an “independent director” under the Nasdaq listing rules, which is defined

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship,

which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment

in carrying out the responsibilities of a director.

Our independent directors will have regularly

scheduled meetings at which only independent directors are present.

Any affiliated transactions will be on terms no

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Marcum LLP, or

Marcum, acts as our independent registered public accounting firm.

The firm of Marcum LLP, or Marcum, acts as our

independent registered public accounting firm.

The following is a summary of fees paid to Marcum for services rendered.

Audit fees consist of fees

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by

Marcum in connection with regulatory filings.

During the period from February 3, 2021 (inception) through December 31, 2021, fees

for our independent registered public accounting firm were $68,650 for the services Marcum performed in connection with our initial public

offering and the audit of our December 31, 2021 financial statements included in this report.

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by Marcum in connection with regulatory filings.

During the year ended December 31, 2022, and the period from February 3, 2021 (inception)

through December 31, 2021, fees for our independent registered public accounting firm were $82,400 and $58,710 respectively for the services

Marcum performed in connection with our Initial Public Offering and the audit of our December 31, 2022 financial statements included

in this report.

Audit-Related Fees .

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or regulation and consultations concerning financial accounting and reporting standards.

During the period from February 3, 2021 (inception)

through December 31, 2021, our independent registered public accounting firm did not render assurance and related services related

to the performance of the audit or review of financial statements.

We did not pay Marcum for tax planning and tax advice during the period from February 3, 2021 (inception) through December 31,

We did not pay Marcum for other services during the period from February 3, 2021 (inception) through December 31,

During the period from the year ended December 31, 2022 and for the period from February 3, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render assurance and related services related to

the performance of the audit or review of financial statements.

We did not pay Marcum for

tax planning and tax advice during the period from the year ended December 31, 2022 and for the period from February 3, 2021

(inception) through December 31, 2021.

All Other Fees .

We did not pay Marcum for

other services during the period from the year ended December 31, 2022 and for the period from February 3, 2021

(inception) through December 31, 2021.

Pre-Approval Policy

audit committee was formed in connection with the effectiveness of our registration statement for our initial public offering.

the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit

committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit

committee has and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including

the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act

which are approved by the audit committee prior to the completion of the audit).

Our audit committee was formed in connection with

the effectiveness of our registration statement for our Initial Public Offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all

audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee

prior to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are

filed as part of this report or incorporated herein by reference:

The following documents are filed as part of this

report or incorporated herein by reference:

Financial Statements

Financial Statements Schedule

The following documents are included

as exhibits to this Annual Report:

Amended and Restated Memorandum and Articles of Association.

The following documents are included as exhibits

to this Annual Report:

Business Combination Agreement, dated as of February 23, 2022, by and among Oxus, Newco and Borealis.

Second Amended and Restated Memorandum and Articles of Association.

Specimen Unit Certificate.

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and Sova Capital Limited

Promissory Note Dated September 8, 2022

Form of Shareholder Support Agreement, dated as of February 23, 2023, by and among Oxus and certain shareholders of Borealis.

Sponsor Support Agreement, dated as of February 23, 2023, by and among Oxus, Sponsor and Borealis.

Form of Registration Rights Agreement

Form of Lock-Up Agreement

Amended and Restated Promissory Note, dated February 28, 2023

Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

(1) Incorporated

by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission

on September 9, 2021.

(2) Incorporated

by reference to an exhibit to the Registrant’s Form S-1 (File No.

333-258183), filed with the SEC on July 27, 2021, as

(3) Incorporated by reference to an exhibit to the Registrant’s

Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 9, 2021.

Current Report on Form 8-K, filed with the SEC on September 14, 2022.

(4) Incorporated by reference to an exhibit to the Registrant’s

Form S-1 (File No.

333-258183), filed with the SEC on July 27, 2021, as amended.

Annual Report on Form 10-K, filed with the SEC on March 31, 2022.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 3, 2023.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 1, 2023.

FORM 10-K SUMMARY

OXUS ACQUISITION CORP.

FOR THE PERIOD ENDED DECEMBER 31, 2021

FORM THE YEAR ENDED DECEMBER 31, 2022

FINANCIAL INFORMATION

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Financial Statements

Balance Sheet as of December 31, 2021 F-3

Statement of Operations for the period from February 3, 2021 (inception) through December 31, 2021 F-4

Statement of Changes in Shareholders’ Equity for the period from February 3, 2021 (inception) through December 31, 2021 F-5

Statement of Cash Flows for the period from February 3, 2021 (inception) through December 31, 2021 F-6

Balance Sheets as of December 31, 2022, and December 31, 2021 F-3

Statements of Operations for the Year Ended December 31, 2022, and for the Period from February 3, 2021 (Inception) through December 31, 2021 F- 4

Statements of Changes in Shareholders’ (Deficit) Equity for the Year Ended December 31, 2022, and for the Period from February 3, 2021 (Inception) through December 31, 2021 F-5

Statements of Cash Flows for the Year Ended December 31, 2022, and for the Period from February 3, 2021 (Inception) through December 31, 2021 F- 6

Notes to the Financial Statements F- 7

of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Oxus Acquisition Corp.

Opinion on the Financial

We have audited the accompanying

balance sheet of Oxus Acquisition Corp (the “Company”) as of December 31, 2021, the related statements of operations, changes

in shareholders’ equity and cash flows for the period from February 3, 2021 (inception) through December 31, 2021, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows

for the period from February 3, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted

in the United States of America.

Explanatory Paragraph – Going Concern

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Oxus Acquisition Corp.

(the “Company”) as of December

31, 2022 and 2021, the related statements of operations, changes in shareholders’ (deficit) equity and cash flows for the year ended

December 31, 2022 and for the period from February 3, 2021 (inception) through December 31, 2021, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year

ended December 31, 2022 and for the period from February 3, 2021 (inception) through December 31, 2021, in conformity with accounting

principles generally accepted in the United States of America.

Explanatory Paragraph –

Going Concern

The accompanying financial statements

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of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

over financial reporting.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB, Those standards

require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal

control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial

reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material misstatement of the

financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining,

on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2021.

We have served as the Company’s auditor

March 31, 2023

OXUS ACQUISITION CORP.

BALANCE SHEET

As of December 31, 2021

BALANCE SHEETS

Current Assets

Prepaid expenses

Total Current Assets

Cash held in Trust Account

Prepaid expenses

expenses, current

Current Assets

Marketable securities held in Trust Account

expenses, non-current

$ 179,449,742

LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 177,486,184

AND SHAREHOLDERS’ (DEFICIT) EQUITY

Current Liabilities

Accrued offering costs and expenses

Total Current Liabilities

Commitments and Contingencies

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

Shareholders’ Equity

offering costs and expenses

party payable

Current Liabilities

and Contingencies

Class A ordinary shares, par value $ 0.0001 ;

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

Shareholders’

(Deficit) Equity

Preferred shares, $ 0.0001 par value;

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4,312,500 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

Total Shareholders’ Equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

paid-in capital

( 1,584,820 )

The accompanying notes are an integral

part of the financial statements.

Shareholders’ (Deficit) Equity

( 1,584,359 )

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY

$ 179,449,742

$ 177,486,184

The accompanying notes are an integral part of the financial

OXUS ACQUISITION CORP.

STATEMENT OF OPERATIONS

For the period from February 3, 2021 (inception)

through December 31, 2021

Formation and operating expenses

Loss from operations

Other income:

Dividend income

Change in fair value of over-allotment liability

STATEMENTS OF OPERATIONS

the Year Ended December 31,

the Period from

2021 (Inception) through December 31,

and operating expenses

from operations

( 2,886,611 )

exchange gain

in fair value of over-allotment liability

$ ( 302,544 )

$ ( 407,624 )

Basic and diluted weighted average redeemable Class A ordinary shares outstanding

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Basic and diluted net loss per non-redeemable ordinary share

The accompanying notes are an integral

part of the financial statements.

The accompanying notes are an integral part of the financial statements.

OXUS ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’

For the period from February 3, 2021 (inception)

through December 31, 2021

STATEMENTS OF CHANGES IN SHAREHOLDERS’

(DEFICIT) EQUITY

For the Year Ended December

Ordinary Shares

Shareholders’

– February 3, 2021 (inception)

of Class B ordinary shares to Sponsor

of Underwriter Founder Shares

Proceeds from the sale of 9,300,000 Private Warrants, net of offering costs

Reclassification

for Class A ordinary shares to redemption amount

Additional Paid-in

Total Shareholders’

Balance – December 31, 2021

$ ( 407,624 )

Remeasurement of Class A ordinary shares to redemption amount

( 1,708,296 )

from Initial Public Offering allocated to the Public Warrants, net of offering costs

in fair value of over-allotment liability

- December 31, 2021

( 2,582,948 )

The accompanying notes are an integral

part of the financial statements.

OXUS ACQUISITION CORP.

STATEMENT OF CASH FLOWS

For the period from February 3, 2021 (inception)

through December 31, 2021

Balance – December 31,

$ ( 1,584,820 )

$ ( 1,584,359 )

For the Period from February 3, 2021 (Inception) through December, 2021

Ordinary Shares

Additional Paid-in

Total Shareholders’

Balance – February 3, 2021 (inception)

Issuance of Class B ordinary shares to Sponsor

Issuance of Underwriter Founder Shares

Cash received from sale of Private Warrants

Reclassification for Class A ordinary shares to redemption amount

( 17,847,202 )

Fair value of Private Warrants

Change in fair value of over-allotment liability

Balance - December 31, 2021

$ ( 407,624 )

The accompanying notes are an

integral part of the financial statements.

ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

For the Year Ended December 31,

For the Period from

2021 (Inception) through December 31,

Cash Flows from Operating Activities:

$ ( 302,544 )

Dividend earned on securities held in Trust Account

$ ( 407,624 )

Dividend income

( 2,578,984 )

Foreign exchange gain

Change in fair value of over-allotment liability

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Accrued offering costs and expenses

Prepaid expenses

Prepaid expenses, current

Prepaid expenses, non-current

Net cash used in operating activities

( 2,105,718 )

Cash flows from Investing Activities:

Investment of cash held in Trust Account

Investment of marketable securities held in Trust Account

( 175,950,000 )

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( 7,599,495 )

Proceeds from related party

Net cash provided by financing activities

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Issuance of Underwriter Founder Shares

The accompanying notes are an integral

part of the financial statements.

Remeasurement for Class A ordinary shares subject to redemption

The accompanying notes are an

integral part of the financial statements.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 1 – ORGANIZATION

AND DESCRIPTION OF BUSINESS OPERATIONS

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

Acquisition Corp.

(the “Company”) is a blank check company incorporated in the Cayman Islands on February 3, 2021.

was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses (a “Business Combination”).

was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or other similar

business combination (a “Business Combination”) with one or more businesses.

The Company is not limited to a particular industry

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the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company

intends to focus its search on targets in energy transition technologies, such as battery

materials, energy storage, electric vehicle (“EV”) infrastructure and advanced recycling in emerging/frontier countries including

the Commonwealth of Independent States (“CIS”), South and South-East Asia and Middle East and North Africa (“MENA”)

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

with early stage and emerging growth companies.

intends to focus its search on targets in energy transition technologies, such as battery materials, energy storage, electric vehicle

(“EV”) infrastructure and advanced recycling in emerging/frontier countries including the Commonwealth of Independent States

(“CIS”), South and South-East Asia and Middle East and North Africa (“MENA”) regions.

The Company is an early

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 December 31, 2022,

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

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

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

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

Company has selected December 31 as its fiscal year end.

relates to the Company’s formation and the Initial Public Offering, which is described below.

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,

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per Private Warrant in a private placement to the Company’s sponsor, Oxus Capital Pte.

Ltd (the “Sponsor”) and

its underwriters that closed simultaneously with the closing of the Initial Public Offering (as

described in Note 4).

The Company has listed the Units on the Nasdaq Capital Market (“Nasdaq”).

Transaction costs

amounted to $ 3.70 million consisting of $ 3.00 million in cash of underwriting fees and $ 0.70

million of other offering costs.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

Ltd (the “Sponsor”) and its underwriters

that closed simultaneously with the closing of the Initial Public Offering (as described in Note 4).

The Company has listed the Units

on the Nasdaq Capital Market (“Nasdaq”).

Transaction costs amounted

to $ 3.70 million consisting of $ 3.00 million in cash of underwriting fees and $ 0.70 million of other offering costs.

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private

Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value

equal to at least 80 % of the net assets held in the Trust Account (defined below) (net of amounts disbursed to management for working

capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s

signing a definitive agreement in connection with its initial Business Combination.

The Company will only complete a Business Combination

if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires

an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment

Company Act of 1940, as amended (the “Investment Company Act”).

The Company must complete a Business

Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80 % of

the net assets held in the Trust Account (defined below) (net of amounts disbursed to management for working capital purposes, if permitted,

and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in

connection with its initial Business Combination.

The Company will only complete a Business Combination if the post-transaction company

owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business

or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended

(the “Investment Company Act”).

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION

OF BUSINESS OPERATIONS (Continued)

Upon the closing of the Initial

Public Offering on September 8, 2021, the Company deposited $ 153.00 million ($ 10.20 per Unit) from the proceeds of the Initial Public

Offering in the a trust account (“Trust Account”), located in the United States and invested only in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less

or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a

Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

ORGANIZATION AND DESCRIPTION OF BUSINESS

OPERATIONS (Continued)

Upon the closing of the

Initial Public Offering on September 8, 2021, the Company deposited $ 153.00 million ($ 10.20 per Unit) from the proceeds of the Initial

Public Offering in the a trust account (“Trust Account”), located in the United States and invested only in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in

any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of

Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination

and (ii) the distribution of the funds held in the Trust Account, as described below.

On September 13, 2021, the

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the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval

of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will

be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be

$ 10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations).

The decision as to whether the Company will seek shareholder approval of

a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be

entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20

per Public Share, plus any pro rata income earned on the funds held in the Trust Account and not previously released to the Company to

pay its tax obligations).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion

of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”.

of the Initial Public Offering in accordance with the FASB ASC Topic 480 “Distinguishing Liabilities from Equity”.

The Company will only proceed

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If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a

shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association

(the “Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S.

and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain

shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant

to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks shareholder approval in connection with a Business

Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after

the Initial Public Offering in favor of approving a Business Combination.

Additionally, each public shareholder may elect to redeem their

Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

shareholder vote for business or other reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender

offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, shareholder

approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain shareholder approval

for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy

rules and not pursuant to the tender offer rules.

If the Company seeks shareholder approval in connection with a Business Combination,

the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial

Public Offering in favor of approving a Business Combination.

Additionally, each public shareholder may elect to redeem their Public Shares

irrespective of whether they vote for or against the proposed transaction or do not vote at all.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

Notwithstanding the above,

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the Certificate of Incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person

with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate

with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate

of 15 % or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to

waive its redemption rights with respect to its Founder Shares (as defined at Note 5) and Public Shares held by it in connection with

the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify

the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business

Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to

any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides

the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Sponsor has agreed (a)

to waive its redemption rights with respect to its Founder Shares (as defined at Note 5) and Public Shares held by it in connection with

the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance

or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or

to redeem 100 % of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision

relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders

with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until

18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company 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

interest earned on the funds held in the Trust Account and not previously released to the Company 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 the Company’s remaining

shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s 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 the Company’s warrants, which will expire worthless if the Company fails to

complete a Business Combination within the Combination Period.

the Company is unable to complete a Business Combination within the Combination Period, the Company 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 the Company 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 the Company’s remaining shareholders and the Company’s

board of directors, dissolve and liquidate, subject in each case to the Company’s 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 the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within

the Combination Period.

The Sponsor has agreed to

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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 FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims

by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed

entering into a transaction 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

due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to 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 nor will it apply

to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including

liabilities under the Securities Act of 1933, as amended (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.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by

endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm),

prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any

right, title, interest or claim of any kind in or to monies held in the Trust Account.

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

In order to protect the amounts

held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services

rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction

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 due to reductions in the value of the

trust assets, less taxes payable, provided that such liability will not apply to 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 nor will it apply to any claims under the Company’s

indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act

of 1933, as amended (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.

The Company will seek to

reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all

vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and

other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of

any kind in or to monies held in the Trust Account.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of

Financial Statements – Going Concern, the Company has until March 8, 2023 to consummate a Business Combination.

If a Business Combination

is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution

of the Company.

Although the Company intends to consummate a Business Combination on or before March 8, 2023, it is uncertain that the

Company will be able to consummate a Business Combination by this time.

In connection with the Company’s

assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements – Going Concern,

the Company intends to extend the liquidation date from March 8, 2023 to December 8, 2023 in order to consummate a Business Combination, it is uncertain

that the Company will be able to consummate a Business Combination on time.

Management has determined that the liquidity condition, coupled

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subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

The Company’s

plan is to complete a business combination or obtain an extension on or prior to March 8, 2023, however it is uncertain that the Company

will be able to consummate a Business Combination or obtain an extension by this time.

No adjustments have been made to the carrying amounts

of assets or liabilities should the Company be required to liquidate after March 8, 2023.

As of December 31, 2021, the Company had $ 1.12 million in its operating

bank account, $ 175.95 million of cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common

stock in connection therewith and a working capital of $ 1.20 million.

Until the consummation of a Business Combination, the Company will

be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence

on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating

and consummating the Business Combination.

The Company will need to raise additional capital through loans or

additional investments from its Sponsor, stockholders, 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

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at

No adjustments have been made

to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 8, 2023.

As of December 31, 2022,

the Company had $ 0.68 million in its operating bank account, $ 178.53 million of marketable securities held in the Trust Account to be

used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficiency

of $ 1.58 million.

Until the consummation of

a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition

candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to

acquire, and structuring, negotiating and consummating the Business Combination.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

Going Concern (Continued)

The Company will need to

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.

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

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that might result from the outcome of this uncertainty.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

Risks and Uncertainties (Continued)

Various social and

political circumstances in the U.S.

and around the world (including wars and other forms of conflict, including rising trade

tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S.

trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires,

floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and

economic uncertainties or deterioration in the U.S.

Various social and political

circumstances in the U.S.

and around the world (including wars and other forms of conflict, including rising trade tensions between the

United States and China, and other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other

policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes,

hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration

and worldwide.

Specifically, the rising conflict between Russia and Ukraine, and

resulting market volatility could adversely affect the Company’s ability to complete a Business Combination.

In response to

the conflict between Russia and Ukraine, the U.S.

and other countries have imposed sanctions or other restrictive actions against

Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could

have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the

Company’s securities.

Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely

affect the Company’s ability to complete a Business Combination.

In response to the conflict between Russia and Ukraine, the U.S.

and other countries have imposed sanctions or other restrictive actions against Russia.

Any of the above factors, including sanctions,

export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying 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 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.

statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the SEC.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Emerging Growth Company

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future confirming events.

Estimates made in preparing these financial statements include, among other things, the fair value measurement

of shares transferred by the Sponsor to independent director nominees.

Actual results could differ from those estimates.

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NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

The Company had $ 0.68 million

in cash as of December 31, 2021.

The Company considers all short-term investments with an original maturity of three months or less when

purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2021.

Cash Held in Trust Account

At December 31, 2021, the

Company had $ 175.95 million cash held in the Trust Account that were held in U.S.

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

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents

as of December 31, 2022, and December 31, 2021, respectively.

Marketable Securities Held in Trust Account

The Company’s marketable securities held in the Trust Account are classified as trading securities.

Trading securities are presented

on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments

held in Trust Account are included in dividend income in the accompanying statements of operations.

The estimated fair values of investments

held in Trust Account are determined using available market information.

On December 31, 2022, and

December 31, 2021, the Company had $ 178.53 million and $ 175.95 million respectively, of marketable securities held in the Trust Account

that were held in money market fund for which the underlying assets are U.S.

Treasury Securities.

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and accumulated deficit.

As of December 31, 2021,

the Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

As of December 31, 2022 and

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

Gross proceeds

$ 175,950,000

$ 172,500,000

Proceeds allocated to public warrants

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( 14,397,202 )

Reclassification of carrying value to redemption value

Remeasurement of Class A ordinary shares to initial redemption amount

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption

$ 178,532,948

$ 175,950,000

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Offering Costs Associated with the Initial

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related to the Initial Public Offering.

The Company recorded $ 3.87 million of offering costs as a reduction of temporary equity and $ 0.28 million of offering costs as a reduction

of permanent equity upon the

completion of the Initial Public Offering ($ 3.45 million related to underwriters’ commissions and $ 0.70 million related to other

offering expenses).

The Company recorded $ 3.87 million of offering costs as a reduction of temporary equity and $ 0.28

million of offering costs as a reduction of permanent equity upon the completion of the Initial Public Offering ($ 3.45 million related

to underwriters’ commissions and $ 0.70 million related to other offering expenses).

Net Loss Per Ordinary Share

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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 Period from February 3, 2021 (inception) through December 31,

For the Year Ended December 31,

For the Period from

2021 (Inception) through December 31,

Ordinary shares subject to possible redemption

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$ ( 238,714 )

$ ( 238,410 )

Weighted average redeemable Class A ordinary shares, basic and diluted

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Non-redeemable ordinary shares

Net income loss allocable to non-redeemable ordinary shares

Net loss allocable to non-redeemable ordinary shares

$ ( 169,214 )

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Basic and diluted net loss per share, non-redeemable ordinary shares

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (Continued)

Concentration of Credit Risk

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and management believes the Company is not exposed to significant risks on such accounts.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial Instruments

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assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the balance sheet.

FASB ASC Topic 740, “Income

Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of

tax positions taken or expected to be taken in a tax return.

A tax position related to the benefits recognized must be more likely than

not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2021.

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 December 31, 2021.

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

since inception in 2021.

The Company’s management

determined that the Cayman Islands is the Company’s only major tax jurisdiction as of December 31, 2021.

There is currently no income

taxation imposed on the Company by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes

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

as of December 31, 2021.

In accordance with federal

income tax regulations, income taxes are not levied on the Company, but rather on the individual owners.

United States (“U.S.”)

taxation would occur on the individual owners if certain tax elections are made by U.S.

owners and the Company were treated as a passive

foreign investment company (PFIC).

Additionally, U.S.

taxation could occur to the Company itself if the Company is engaged in a

trade or business.

The Company is not expected to be treated as engaged in a U.S.

trade or business at this time.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions.

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted

would have a material effect on the accompanying financial statements.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

approximates the carrying amounts represented in the balance sheets.

The Company accounts for income

taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future

tax consequences of events that have been included in the financial statements.

Under this method, deferred tax assets and liabilities

are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted

tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on deferred tax

assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred

tax assets to the extent that it believes these assets are more likely than not to be realized.

In making such a determination, the Company

considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected

future taxable income, tax-planning strategies, and results of recent operations.

If the Company determines that it would be able to realize

its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax

asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain

tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) it determines whether it is more likely than not

that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet

the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 % likely

to be realized upon ultimate settlement with the related tax authority.

The Company is considered

to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction.

The company is not presently subject to

income taxes or income tax filing requirements in the Cayman Islands.

As such, the company’s income tax provision was zero for the

period ending December 31, 2022.

The Company accounts for

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quarterly period end date while the warrants are outstanding.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Warrants (Continued)

In addition to the 23,400,000

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

Contracts in Entity’s Own Equity.

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.

Foreign Currency Transactions

Certain transactions are

denominated in a currency other than the Company’s functional currency of the U.S.

dollar, and the Company generates assets and

liabilities that are fixed in terms of the amount of foreign currency that will be received or paid.

At each balance sheet date, the Company

adjusts the assets and liabilities to reflect the current exchange rate, resulting in a translation gain or loss.

Transaction gains and

losses are also realized upon a settlement of a foreign currency transaction in determining net loss for the period in which the transaction

Recent Accounting Pronouncements

In August 2020, FASB issued

Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain

financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion

features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts

in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments

that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including

the requirement to use the if-converted method for all convertible instruments.

The provisions of ASU 2020-06 are applicable for fiscal years beginning

after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020.

The Company is

currently evaluating the impact of ASU 2020-06 on its financial statements.

ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s

Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates

the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies

the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard

also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all

convertible instruments.

The provisions of ASU 2020-06

are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning

after December 15, 2020.

The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

Management does not believe

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Company’s financial statements.

NOTE 3 – INITIAL PUBLIC OFFERING

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public

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Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $ 11.50 per share, subject to adjustment.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 3 – INITIAL PUBLIC OFFERING (Continued)

On September 13, 2021, the

underwriters fully exercised their over-allotment option and purchased an additional 2,250,000 Units, generating additional gross

proceeds of approximately $ 22.50 million, and incurring additional cash underwriting discount of approximately $ 0.45 million.

In connection

with the sale of Units pursuant to the over-allotment option, the Company sold an additional 900,000 Private Warrants to the Sponsor

and theunderwriters generating additional gross proceeds of approximately $ 0.90 million.

A total of approximately $ 23.4 million of the

net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to approximately $ 175.95

underwriters fully exercised their over-allotment option and purchased an additional 2,250,000 Units, generating additional gross proceeds

of approximately $ 22.50 million, and incurring additional cash underwriting discount of approximately $ 0.45 million.

In connection with

the sale of Units pursuant to the over-allotment option, the Company sold an additional 900,000 Private Warrants to the Sponsor and the

underwriters generating additional gross proceeds of approximately $ 0.90 million.

A total of approximately $ 23.4 million of the net proceeds

was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to approximately $ 175.95 million.

In connection with the Initial

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the Initial Public Offering price, or $ 10.00 per share, for 45 days commencing on September 8, 2021 (grant date).

Since this option

extended beyond the closing of the initial public offering, this option feature represented a call option that was accounted for under

ASC 480, Distinguishing Liabilities from Equity.

Accordingly, the call option has been separately accounted for at a fair value with the

change in fair value between the grant date and September 13, 2021 recorded as other income.

The Company used the Black-Scholes valuation

model to determine the fair value of the call option at the grant date and again at September 13, 2021 (refer to Note 8 for fair value

information).

NOTE 4 – PRIVATE WARRANTS

Since this option extended

beyond the closing of the Initial Public Offering, this option feature represented a call option that was accounted for under ASC 480,

Distinguishing Liabilities from Equity.

Accordingly, the call option had been separately accounted for at a fair value with the change

in fair value between the grant date and September 13, 2021 recorded as other income.

The Company used the Black-Scholes valuation model

to determine the fair value of the call option at the grant date and again at September 13, 2021 (refer to Note 8 for fair value information).

PRIVATE WARRANTS

Concurrently with the closing

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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

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

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.

If the Company does not complete

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be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 5 – RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Founder Shares

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issued and outstanding shares upon the completion of the Initial Public Offering.

The allocation of the Founder

Shares to the director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stockbased compensation associated with equity-classified awards is measured at fair value upon the grant date.

fair value of the 150,000 Founder Shares granted to the Company's independent director nominees in July 2021 was $ 0.38 million or $ 2.54

The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

expense related to the Founder Shares is recognized only when the performance condition is met under the applicable accounting literature

in this circumstance.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS (Continued)

Founder Shares (Continued)

The allocation of the

Founder Shares to the director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value

upon the grant date.

The fair value of the 150,000 Founder Shares granted to the Company’s independent director nominees in

July 2021 was $ 0.38 million or $ 2.54 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 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 Sponsor.

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.

value of the allocated Founder Shares was measured at fair value using a Monte Carlo simulation model.

As of December 31, 2022, the Company determined the performance conditions had not been met, and, therefore, no

27 unchanged sentences

Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS (Continued)

Underwriter Founder Shares (continued)

Through June 2021, the underwriters

3 unchanged sentences

been retroactively adjusted to reflect the share surrender.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 5 – RELATED PARTY TRANSACTIONS (Continued)

Underwriter Founder Shares (Continued)

In September 2021, subscription

1 unchanged sentence

Promissory Note — Related Party

On March 22, 2021, the

Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow

up to an aggregate principal amount of $ 0.30 million.

On March 22, 2021, the Sponsor

issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to

an aggregate principal amount of $ 0.30 million.

The Promissory Note is non-interest bearing and payable on the earlier of June 30, 2021

or the consummation of the Initial Public Offering.

On June 25, 2021, the

terms of the Promissory Note were revised to be payable on the earlier of December 31, 2021, or the consummation of the Proposed

Public Offering.

On June 25, 2021, the terms

of the Promissory Note were revised to be payable on the earlier of December 31, 2022, or the consummation of the Proposed Public Offering.

On September 8, 2021, the

outstanding balance of $ 0.28 million was repaid in full.

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 December 31, 2021, no Working Capital Loans were

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.

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

On September 8, 2022,

the Company issued a promissory note for up to approximately $ 1.5 million (the “Note”) to the Sponsor, of which a

balance of $1.5 million was outstanding under the Note as of December 31, 2022.

The Note is non-interest bearing.

The principal

balance of Note shall be payable on the date of a merger, share exchange, asset acquisition, share purchase, reorganization or

similar Business Combination involving the Maker and one or more businesses (such date the “Maturity Date”).

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 6 – COMMITMENTS AND CONTINGENCIES

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.

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

As of December 31, 2022, $ 0.06 million was due to the Sponsor in connection with professional fees paid on behalf of the Company, in addition of an amount

of $ 0.10 million in connection to an over-funding.

Administrative Support Agreement

4 unchanged sentences

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

For the period September

8, 2021 through December 31, 2021, the Company accrued $ 30,000 for these services, of which such amount is included in the operating costs

on accompanying statement of operations.

For the year ended December

31, 2022, the Company incurred $ 0.12 million for these services, of which such amount is included in the formation and operating costs

on the accompanying statements of operations.

For the period from

February 3, 2021 through December 31, 2021, the Company accrued $ 30,000 for these services, of which such amount is included in the

operating costs on accompanying statement of operations.

Registration Rights

11 unchanged sentences

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 December 31, 2021,

there were no preferred shares issued or outstanding.

On September 2, 2021, the

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).

Legal Success Fee

As a contingent

arrangement, an additional fee up to $ 0.2 million is payable to the Company’s legal counsel in the event that the Company

completes a Business Combination.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 7 – SHAREHOLDERS’ EQUITY (Continued)

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 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 December 31, 2021, there were 300,000 shares of Class A ordinary

shares issued and outstanding , which are non-redeemable.

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.

At December 31, 2022 and December 31, 2021, there

were no shares of preferred stock 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 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 December 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 redemption.

9 unchanged sentences

As of December 31, 2022

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.

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

14 unchanged sentences

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

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

SHAREHOLDERS’ EQUITY (Continued)

Public Warrants may only

4 unchanged sentences

of the Initial Public Offering.

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

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 Price.

NOTE 8 – FAIR VALUE MEASUREMENTS

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;

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).

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

wi th 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.

FAIR VALUE MEASUREMENTS

The fair value of the Company’s

4 unchanged sentences

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:

OXUS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 8 – FAIR VALUE MEASUREMENTS

● Level 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.

● Level 2 – Observable inputs other than Level 1 inputs.

about how market participants w ould 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.

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

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 December 31, 2021 by

level within the fair value hierarchy:

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

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 December 31, 2022, by level within the fair value hierarchy:

Quoted Prices in

Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Marketable securities held in Trust Account

1 unchanged sentence

$ 178,532,948

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

Unobservable Inputs

Marketable securities held in Trust Account

$ 175,953,964

Over-Allotment Liability

24 unchanged sentences

Over-allotment option at December 31, 2021

NOTE 9 – SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

The Company evaluated subsequent

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

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.

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

Based upon this review, the Company did not identify any subsequent events, other than already disclosed, that would have required adjustment

or disclosure in the financial statements.

On January 13, 2023, $ 0.10 million was refunded to the Sponsor in connection with an over-funding (refer to Note 6), bringing the outstanding

related party payable to $ 0.06 million.

On February 23, 2023, the

Company entered into a business combination agreement by and among the Company, 1000397116 Ontario Inc., a corporation incorporated under

the laws of the province of Ontario, Canada (“Newco”) and a wholly-owned subsidiary of the Company, and Borealis (as may be

amended and/or restated from time to time, the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement,

among other things:

(a) the Company will domesticate and continue as a corporation existing under the laws of the province of Ontario,

Canada (the “Continuance” and, the Company as the continuing entity, “New Oxus”);

(b) on 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

and (c) on the closing date, immediately following the Borealis Amalgamation, Amalco and New Oxus will amalgamate (the “New

Oxus Amalgamation,” and together with the Continuance, the Borealis Amalgamation and other transactions contemplated by the Business

Combination, the plan of arrangement and the ancillary agreements, the “Proposed Transaction”), with New Oxus surviving the

New Oxus Amalgamation.

The Business Combination Agreement was unanimously approved by Oxus’ and Borealis’ respective board

of directors.

Under the Business Combination Agreement, the shareholders of Borealis (“Borealis Shareholders”) will receive

from New Oxus, in the aggregate, a number of shares of New Oxus equal to (a) the Borealis Value (as defined below) divided by (b) $10.00.

The Borealis Value will be equal to $150 million less net indebtedness (aggregate consolidated amount of indebtedness of Borealis minus

cash) (the “Borealis Value”).

On February 28, 2023, the Note was amended to increase its principal amount

to $ 3.5 million (the “Amended Note”).

The Amended Note remains payable at Maturity Date and is non-interest bearing.

On March 2, 2023, the Company’s

shareholders approved at the extraordinary general meeting (1) a special resolution (the “Extension Proposal”) to amend the

Charter to extend the date that the Company has to consummate a Business Combination from March 8, 2023 to the Extended Date and (2) a

special resolution (the “Founder Share Amendment Proposal”) to amend the Charter to provide for the right of a holder of the

Class B ordinary shares to convert into the Class A ordinary shares on a one-for-one basis prior to the closing of a Business Combination

at the election of such holder.

In connection with the votes to approve the Extension Proposal and the Founder Share Amendment Proposal,

the holders of 15,300,532 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption

price of approximately $ 10.41 per share, for an aggregate redemption amount of approximately $ 159.34 million, leaving approximately $ 20.3

million in the Trust Account.

The Sponsor has agreed to loan the Company ( i) the lesser of (a) an aggregate

of $180,000 or (b) $0.12 per public share that remain outstanding and is not redeemed in connection with the Extension plus (ii) the lesser

of (a) an aggregate of $60,000 or (b) $0.04 per public share that remain outstanding and is not redeemed in connection with the Extension

for each of the six subsequent calendar months commencing on June 8, 2023 (the “Extension Loan”), which amount will be deposited

into the Trust Account.

On March 3, 2023, the Sponsor funded $200,000 through the Amended Note, out of which $180,000 was deposited into

the Trust Account as the initial deposit of the Extension Loan.

On March 15, 2023, the Sponsor funded an additional $ 100,000 through the

Amended Note.

Pursuant to the requirements of the Securities Exchange Act of 1934,

2 unchanged sentences

March 31, 2023

/s/ Kanat Mynzhanov

Kanat Mynzhanov

1 unchanged sentence

March 31, 2023

/s/ Askar Mametov

Askar Mametov

3 unchanged sentences

on March 31, 2023.

in Which Signed

Non-executive

Chairman and Director

Executive Officer

Executive Officer)

Financial Officer

Financial Officer and Accounting Officer)

/s/ Christophe

Vikram Khemka

Capacity in Which Signed

/s/ Kenges Rakishev

Non-executive Chairman and Director

Kenges Rakishev

/s/ Kanat Mynzhanov

Chief Executive Officer

Kanat Mynzhanov

(Principal Executive Officer)

/s/ Askar Mametov

Chief Financial Officer

Askar Mametov

(Principal Financial and Accounting Officer)

/s/ Christophe Charlier

Christophe Charlier

/s/ Karim Zahmoul

Karim Zahmoul

/s/ Shiv Vikram Khemka

Shiv Vikram Khemka

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-K

Item 9A. Controls and Procedures