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Item 1. Financial Statements

2023-11-20 compared with 2023-08-18 · 862 added, 906 removed, 139 unchanged (93% of the section changed)

OXUS ACQUISITION CORP.

CONDENSED BALANCE SHEETS

Financial Statements.

ACQUISITION CORP.

BALANCE SHEETS

September 30,

Current Assets

Prepaid expenses, current

Total Current Assets

Marketable securities held in Trust Account

expenses, current

Current Assets

securities held in Trust Account

$ 179,449,742

LIABILITIES AND SHAREHOLDERS’ DEFICIT

AND SHAREHOLDERS’ DEFICIT

offering costs and expenses

note - related party

party payable

Current Liabilities

Accrued offering costs and expenses

Promissory note - related party

Related party payable

Total Current Liabilities

Commitments and Contingencies

and Contingencies

Class A ordinary shares, par value $ 0.0001 ;

subject to possible redemption, 1,949,468 shares as of June 30, 2023 and 17,250,000 shares as of December 31, 2022, respectively, at redemption value

Shareholders’ Deficit

subject to possible redemption, 1,949,468 shares as of September 30, 2023 and 17,250,000 shares as of December 31, 2022, respectively, at redemption value

Shareholders’

Preferred shares, $ 0.0001 par value;

3 unchanged sentences

500,000,000 shares authorized;

1,800,000 issued and outstanding as of June 30, 2023 and 300,000 issued and outstanding as of December 31, 2022 (excluding 1,949,468 shares subject to possible redemption as of June 30, 2023 and 17,250,000 shares subject to possible redemption as of December 31, 2022, respectively)

1,800,000 issued and outstanding as of September 30, 2023 and 300,000 issued and outstanding as of December 31, 2022 (excluding 1,949,468 shares subject to possible redemption as of September 30, 2023 and 17,250,000 shares subject to possible redemption as of December 31, 2022, respectively)

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

2,812,500 shares issued and outstanding as of June 30, 2023 and 4,312,500 shares issued and outstanding as of December 31, 2022

Additional paid-in capital

Accumulated deficit

2,812,500 shares issued and outstanding as of September 30, 2023 and 4,312,500 shares issued and outstanding as of December 31, 2022

paid-in capital

( 6,023,338 )

( 1,584,820 )

Total Shareholders’ Deficit

Shareholders’ Deficit

( 6,022,877 )

( 1,584,359 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 179,449,742

The accompanying notes

are an integral part of the unaudited condensed financial statements.

OXUS ACQUISITION CORP.

CONDENSED STATEMENTS

OF OPERATIONS

Three Months Ended

Six Months Ended

Formation and operating expenses

Loss from operations

accompanying notes are an integral part of the unaudited condensed financial statements.

ACQUISITION CORP.

STATEMENTS OF OPERATIONS

and operating expenses

from operations

( 1,196,784 )

( 1,037,536 )

Other income (expense):

Dividend income

Interest income

Foreign exchange loss

( 4,013,655 )

( 2,140,526 )

income (expense):

exchange gain/(loss )

$ ( 921,135 )

$ ( 227,256 )

$ ( 2,103,483 )

$ ( 1,065,983 )

Basic and diluted weighted average redeemable Class A ordinary shares outstanding

2 unchanged sentences

Basic and diluted net loss per non-redeemable ordinary share

The accompanying notes

are an integral part of the unaudited condensed financial statements.

OXUS ACQUISITION CORP.

CONDENSED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three and Six Months Ended June 30, 2023

Ordinary Shares

accompanying notes are an integral part of the unaudited condensed financial statements.

ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

the Three and Nine Months Ended September 30, 2023

Shareholders’

Balance – January 1, 2023

– January 1, 2023

$ ( 1,584,820 )

$ ( 1,584,359 )

Remeasurement of Class A ordinary shares to redemption amount

Remeasurement

of Class A ordinary shares to redemption amount

( 1,575,063 )

Balance – March 31, 2023

– March 31, 2023

( 3,890,050 )

( 3,889,589 )

Conversion of Class B ordinary shares

of Class B ordinary shares

( 1,500,000 )

Remeasurement of Class A ordinary shares to redemption amount

Balance – June 30, 2023

Remeasurement

of Class A ordinary shares to redemption amount

– June 30, 2023

( 4,707,511 )

( 4,707,050 )

For the Three and Six Months Ended June 30, 2022

Ordinary Shares

Remeasurement

of Class A ordinary shares to redemption amount

– September 30, 2023

$ ( 6,023,338 )

$ ( 6,022,877 )

the Three and Nine Months Ended September 30, 2022

Shareholders’

Balance – January 1, 2022

– January 1, 2022

$ ( 407,624 )

Remeasurement of Class A ordinary shares to redemption amount

Balance – March 31, 2022

Remeasurement of Class A ordinary shares to redemption amount

Balance – June 30, 2022

Remeasurement

of Class A ordinary shares to redemption amount

– March 31, 2022

Remeasurement

of Class A ordinary shares to redemption amount

– June 30, 2022

( 1,246,351 )

The accompanying notes

are an integral part of the unaudited condensed financial statements.

OXUS ACQUISITION CORP.

CONDENSED STATEMENTS

OF CASH FLOWS

Six Months Ended

Remeasurement

of Class A ordinary shares to redemption amount

– September 30, 2022

$ ( 1,473,607 )

$ ( 828,686 )

accompanying notes are an integral part of the unaudited condensed financial statements.

ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

September 30,

Cash Flows from Operating Activities:

3 unchanged sentences

( 1,915,035 )

( 1,059,872 )

Foreign exchange (loss) gain

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

1 unchanged sentence

Accrued offering costs and expenses

Prepaid expenses, current

Prepaid expenses, non-current

Net cash used in operating activities

expenses, current

expenses, non-current

cash used in operating activities

( 1,940,601 )

Cash flows from Investing Activities:

Extension loan

Cash withdrawn from trust account in connection with redemptions of Class A ordinary shareholders

Net cash provided by investing activities

Cash flows from Financing Activities:

Proceeds from promissory note - related party

Repayment of related party payable

Payment for redemptions of Class A ordinary shares

flows from Investing Activities:

Cash withdrawn from Trust Account in connection with redemptions of

Class A ordinary shareholders

cash provided by investing activities

flows from Financing Activities:

from promissory note - related party

of related party payable

from related party

for redemptions of Class A ordinary shares

( 159,340,179 )

Net cash used in financing activities

cash used in financing activities

( 157,590,179 )

Net Change in Cash:

Cash - Beginning

Cash - Ending

Supplemental disclosure of non-cash investing and financing activities:

Remeasurement for Class A ordinary shares subject to redemption

The accompanying notes

are an integral part of the unaudited condensed financial statements.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

AND DESCRIPTION OF BUSINESS OPERATIONS

Oxus Acquisition Corp.

Change in Cash:

disclosure of non-cash investing and financing activities:

Remeasurement

for Class A ordinary shares subject to redemption

accompanying notes are an integral part of the unaudited condensed financial statements.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

Acquisition Corp.

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

The Company 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”).

The Company is not limited to a particular industry or geographic

region for purposes of consummating a Business Combination.

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 June 30, 2023 the

Company had not commenced any operations.

All activity for the period from February 3, 2021 (inception) through June 30, 2023, relates

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

since the offering identifying and evaluating prospective acquisition targets for a Business Combination.

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.

On September 8, 2021,

the Company closed its Initial Public Offering of 15,000,000 units at $ 10.00 per unit (the “Units” and, with respect to the

ordinary shares included in the Units, the “Public Shares”) which is discussed in Note 3 and the sale of 8,400,000 warrants

(each, a “Private Warrant” and collectively, the “Private Warrants”) at a price of $ 1.00 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.

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.

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”).

The Company is not limited to a particular industry or

geographic region for purposes of consummating a Business Combination.

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.

of September 30, 2023 the Company had not commenced any operations.

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

September 30, 2023, relates to the Company’s formation and the initial public offering (“Initial Public Offering”),

which is described below, and since the offering identifying and evaluating prospective acquisition targets for a Business Combination.

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 or dividend income from the proceeds derived from the Initial Public

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,

with respect to the ordinary shares included in the Units, the “Public Shares”) which is discussed in Note 3 and the sale

of 8,400,000 warrants (each, a “Private Warrant” and collectively, the “Private Warrants”) at a price of $ 1.00

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”).

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.

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

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”).

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.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

On September 13, 2021,

the underwriters exercised their over-allotment option in full (see Note 4), according to which the Company consummated the sale of an

additional 2,250,000 Units, at $ 10.00 per Unit, and the sale of an additional 900,000 Private Warrants, at $ 1.00 per Private Warrant,

generating total gross proceeds of $ 23.40 million.

The proceeds from the sale of the additional Units were deposited into the Trust Account,

bringing the aggregate proceeds held in the Trust Account to $ 175.95 million, and incurring additional cash underwriting discount of approximately

$ 0.45 million.

The Company will provide

its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of

their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve

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 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”.

The Company will only

proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either prior to or upon such consummation

of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business

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”).

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

government 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.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

September 13, 2021, the underwriters exercised their over-allotment option in full (see Note 4), according to which the Company consummated

the sale of an additional 2,250,000 Units, at $ 10.00 per Unit, and the sale of an additional 900,000 Private Warrants, at $ 1.00 per Private

Warrant, generating total gross proceeds of $ 23.40 million.

The proceeds from the sale of the additional Units were deposited into the

Trust Account, bringing the aggregate proceeds held in the Trust Account to $ 175.95 million, and incurring additional cash underwriting

discount of approximately $ 0.45 million.

Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting

called to approve 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 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 warrants.

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”.

The Company will only proceed

with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either prior to or upon such consummation of

a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business

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.

Notwithstanding the above,

if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,

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

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.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

The Company initially

had until March 8, 2023 to complete a Business Combination, which was extended until December 8, 2023 (the “Combination Period”)

after the approval obtained at an extraordinary meeting of shareholder held on March 2, 2023 (the “Extension”).

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 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 waive its liquidation rights with respect to the Founder Shares (as defined at Note 5) if the Company fails to complete a Business

Combination within the Combination Period.

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such

Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination

as amended (the “Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the

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

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.

Notwithstanding

the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender

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

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

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.

Company initially had until March 8, 2023 to complete a Business Combination, which was extended until December 8, 2023 (the “Combination

Period”) after the approval obtained at an extraordinary meeting of shareholder held on March 2, 2023 (the “Extension”).

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

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.

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

Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares (as defined at Note 5) if the Company fails to

complete a Business Combination within the Combination Period.

However, if the Sponsor acquires Public Shares in or after the Initial

Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete

a Business Combination within the Combination Period.

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

4 unchanged sentences

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

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.

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 Foods

Inc (“Borealis”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”).

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

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 Foods Inc (“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:

2 unchanged sentences

(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 Oxus;

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.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

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 March 2, 2023, at

the extraordinary general meeting of shareholders in connection with the Extension, 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

As of June 30, 2023, the Company had $ 21.13 million of marketable securities held in Trust Account.

Shareholder Support

Concurrently with the

execution and delivery of the Business Combination Agreement, Oxus, Borealis and certain Borealis Shareholders entered into an agreement,

pursuant to which, among other things, such Borealis Shareholders have agreed to vote their Borealis shares in favor of the Proposed Transaction

and not sell or transfer their Borealis shares (the “Shareholder Support Agreements”).

Sponsor Support Agreement

Concurrently with the

execution and delivery of the Business Combination Agreement, Oxus, Borealis and the Sponsor entered into an agreement, pursuant to which,

among other things, Sponsor agreed to (A) vote its founder shares in favor of the Proposed Transaction and the Oxus Proposals, (B) not

redeem its founder shares, (C) waive certain of its anti-dilution rights, (D) convert the Sponsor Convertible Notes, and (E) forfeit certain

“Borealis Amalgamation” and Newco and Borealis as amalgamated, “Amalco”), with Amalco surviving the Borealis

Amalgamation as a wholly-owned subsidiary of New Oxus;

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.

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”).

March 2, 2023, at the extraordinary general meeting of shareholders in connection with the Extension, 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

August 11, 2023, the Company, and Borealis, entered into an amendment (the “Amendment” ) to the Business Combination Agreement,

to amend and restate certain terms of the Business Combination Agreement, including (i) Section 7.18(a), to change the number of awards

of shares of New SPAC Shares to be granted under the New SPAC Equity Plan from 15 % to 5 %;

(ii) to delete the form of the Plan of Arrangement

attached as Exhibit B to the original Business Combination Agreement and replace it with the form attached as Exhibit A to the Amendment

(the “Plan of Arrangement (Amended)”);

and (iii) to delete the form of the New SPAC Bylaws attached as Exhibit G to the Business

Combination Agreement and replace it with the form attached as Exhibit B to the Amendment (the “New SPAC Bylaws (Amended)”).

The Plan of Arrangement (Amended) includes, among other things, certain changes to reflect a plan of arrangement under section 192 of

the CBCA and section 182 of the OBCA and certain changes to provisions relating to the New Oxus Amalgamation, and the effects of such

amalgamation.

The New SPAC Bylaws (Amended) includes additional provisions relating to the appointment of an audit committee, and clarification

on the quorum requirements for a meeting of shareholders.

August 14, 2023, the Company filed a registration statement on (“Form S-4”) with the SEC relating to the proposed business combination with

Support Agreements

with the execution and delivery of the Business Combination Agreement, Oxus, Borealis and certain Borealis Shareholders entered into

an agreement, pursuant to which, among other things, such Borealis Shareholders have agreed to vote their Borealis shares in favor of

the Proposed Transaction and not sell or transfer their Borealis shares (the “Shareholder Support Agreements”).

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

Support Agreement

Concurrently with the execution

and delivery of the Business Combination Agreement, Oxus, Borealis and the Sponsor entered into an agreement, pursuant to which, among

other things, Sponsor agreed to (A) vote its founder shares in favor of the Proposed Transaction and the Oxus Proposals, (B) not redeem

its founder shares, (C) waive certain of its anti-dilution rights, (D) convert the Sponsor Convertible Notes, and (E) forfeit certain

Sponsor founder shares as a part of incentive equity compensation for directors, officers and employees of New Oxus (subject to terms

and conditions set forth in such agreement) (the “Sponsor Support Agreement”).

Registration Rights

In connection with the

closing date (the “Closing”), Oxus and certain Borealis Shareholders and certain shareholders of Oxus (the “Holders”)

will enter into an agreement, pursuant to which Oxus will be obligated to file a registration statement to register the resale of certain

securities of Oxus held by the Holders.

The Registration Rights Agreement will also provide the Holders with “piggy-back”

registration rights, subject to certain requirements and customary conditions (the “Registration Rights Agreement”).

Lock-Up Agreements

In connection with the

Closing, Oxus and certain directors/officers/five percent ( 5 %) or greater shareholders of Borealis (the “Subject Party”) will

enter into agreements, pursuant to which (A) fifty percent ( 50 %) of the shares of New Oxus held by the Subject Party (the “Restricted

Securities”) will be locked-up during the period commencing from the Closing and ending on the earlier to occur of (i) twelve (12)

months after the date of the Closing and (ii) the date on which the closing price of common shares of New Oxus equals or exceeds $ 12.00

per share (as adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization or similar event) for

any twenty (20) trading days within a thirty (30)-trading day period starting after the Closing, and (B) fifty percent ( 50 %) of the Restricted

Securities will be locked-up during the period commencing from the Closing and ending on twelve (12) months after the date of the Closing,

subject to certain specifications and exceptions (the “Lock-Up Agreements”).

Liquidity and Going

As of June 30, 2023,

the Company had $ 2,479 in its operating bank account, $ 21.13 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 $ 4.71

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 THE CONDENSED

FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

AND DESCRIPTION OF BUSINESS OPERATIONS (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.

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 December 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 December 8, 2023, it is uncertain that the Company will

be able to consummate a Business Combination by this time.

Management has determined that the liquidity condition, coupled with the mandatory

liquidation, should a Business Combination not occur, and an extension is not requested by the sponsor, and potential subsequent dissolution

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

No adjustments have been made to the carrying

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

Risks and Uncertainties

Management is currently

evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific

impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

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

Rights Agreement

In connection with the closing date (the “Closing”), Oxus

and certain Borealis Shareholders and certain shareholders of Oxus (the “Holders”) will enter into an agreement, pursuant

to which Oxus will be obligated to file a registration statement to register the resale of certain securities of Oxus held by the Holders.

The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain

requirements and customary conditions (the “Registration Rights Agreement”).

connection with the Closing, Oxus and certain directors/officers/five percent ( 5 %) or greater shareholders of Borealis (the “Subject

Party”) will enter into agreements, pursuant to which (A) fifty percent ( 50 %) of the shares of New Oxus held by the Subject Party

(the “Restricted Securities”) will be locked-up during the period commencing from the Closing and ending on the earlier to

occur of (i) twelve (12) months after the date of the Closing and (ii) the date on which the closing price of common shares of New Oxus

equals or exceeds $ 12.00 per share (as adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization

or similar event) for any twenty (20) trading days within a thirty (30)-trading day period starting after the Closing, and (B) fifty

percent ( 50 %) of the Restricted Securities will be locked-up during the period commencing from the Closing and ending on twelve (12)

months after the date of the Closing, subject to certain specifications and exceptions (the “Lock-Up Agreements”).

and Going Concern

of September 30, 2023, the Company had $ 0.07 million in its operating bank account, $ 21.53 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 $ 6.02 million.

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.

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

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital,

it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing

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

The Company cannot provide any assurance

that new financing will be available to it on commercially acceptable terms, if at all.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

and Going Concern (continued)

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 December

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 December 8, 2023, it is uncertain that the Company will be able to consummate a Business Combination

by this time.

Management has determined that the liquidity condition, coupled with the mandatory liquidation, should a Business Combination

not occur, and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s

ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company

be required to liquidate after December 8, 2023.

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that

the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target

company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

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.

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 in the U.S.

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.

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.

NOTE 2 – SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited

condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of

America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation

S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP

have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do

not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash

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

a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for

the periods presented.

The accompanying unaudited

condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December

31, 2022 as filed with the SEC on March 31, 2023.

The interim results for the six months ended June 30, 2023, are not necessarily indicative

of the results to be expected for the year ending December 31, 2023 or for any future periods.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 2 – SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Emerging Growth Company

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as amended by the Jumpstart Our Business Startups Act of 2012,

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that

apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such

extended transition period which means that when a standard is issued or revised and it has different application dates for public or

private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt

the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of financial

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

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

reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

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

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

future confirming events.

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.

and other countries have imposed sanctions or other restrictive

actions against Russia.

The recent military conflict between Israel and militant groups led by Hamas has also caused uncertainty in

the global markets.

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

of Presentation

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

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

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

Certain information or footnote disclosures normally included in financial statements

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

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

results of operations, or cash flows.

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

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

results and cash flows for the periods presented.

accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K

for the year ended December 31, 2022 as filed with the SEC on March 31, 2023.

The interim results for the nine months ended September

30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as amended by the Jumpstart Our

Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations

regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with

the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected

not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application

dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time

private companies adopt the new or revised standard.

may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

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

Making estimates requires

management to exercise significant judgment.

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

situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Estimates made in preparing these financial

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

nominees and fair value of shares to be transferred on completion of the Business Combination as per the Incentive agreements

entered by the Sponsor and officers of the Company.

Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company had $ 2,479

and $ 0.68 million in cash as of June 30, 2023, and December 31, 2022, 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

June 30, 2023, and December 31, 2022, respectively.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 2 – SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 marketable securities held in Trust

Account are included in dividend income in the accompanying statements of operations.

The estimated fair values of marketable securities

held in Trust Account are determined using available market information.

On June 30, 2023, and December 31, 2022, the Company had $ 21.13

million and $ 178.53 million respectively, of marketable securities held in the Trust Account that were held in a money market fund for

which the underlying assets are U.S.

and Cash Equivalents

Company had $ 0.07 million and $ 0.68 million in cash as of September 30, 2023, and December 31, 2022, 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 September 30, 2023, and December 31, 2022, respectively.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Securities Held in Trust Account

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

marketable securities held in Trust Account are included in dividend income in the accompanying statements of operations.

The estimated

fair values of marketable securi ties held in Trust Account are determined using available market

On September 30, 2023, and December 31, 2022, the Company had $ 21.53 million and $ 178.53 million respectively, of marketable

securities held in the Trust Account that were held in a money market fund for which the underlying assets are U.S.

Treasury Securities.

Ordinary Shares Subject

to Possible Redemption

All of the 17,250,000

Class A ordinary shares sold as parts of the Units in the Initial Public Offering contain a redemption feature.

In accordance with the

Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions

not solely within the control of the Company requires the security to be classified outside of permanent equity.

Ordinary liquidation

events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions

The Company had previously classified 14,681,744 Class A ordinary shares as permanent equity as of September 8, 2021.

of the restatement of the Company’s financial statements, the Company has classified all of the Class A ordinary shares as redeemable.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption

amount value.

The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital

and accumulated deficit.

As of June 30, 2023 and

December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following

Shares Subject to Possible Redemption

All of the 17,250,000 Class A ordinary shares sold as parts of the

Units in the Initial Public Offering contain a redemption feature.

In accordance with the ASC 480-10-S99-3A “Classification and

Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company requires the security

to be classified outside of permanent equity.

Ordinary liquidation events, which involve the redemption and liquidation of all of the

entity’s equity instruments, are excluded from the provisions of ASC 480.

The Company had previously classified 14,681,744 Class

A ordinary shares as permanent equity as of September 8, 2021.

As part of the restatement of the Company’s financial statements,

the Company has classified all of the Class A ordinary shares as redeemable.

Immediately upon the closing of the Initial Public Offering,

the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable

Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets

are reconciled in the following table:

Shares Subject to Possible Redemption

September 30,

Gross proceeds

2 unchanged sentences

Remeasurement of carrying value to redemption value

Redemption of Class

A ordinary shares

( 159,340,179 )

A ordinary shares subject to possible redemption

$ 178,532,948

September 30,

Beginning balance

Redemption of Class A ordinary shares

1 unchanged sentence

Class A ordinary shares subject to possible redemption

$ 178,532,948

Offering Costs Associated

with the Initial Public Offering

The Company complies

with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly

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).

Net Loss Per Ordinary

The Company applies the

two-class method in calculating earnings per share.

The contractual formula utilized to calculate the redemption amount approximates fair

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Costs Associated with the Initial Public Offering

The Company complies with

the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - “Expenses of Offering”.

Offering costs

consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly 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).

Loss Per Ordinary Share

Company applies the two-class method in calculating earnings per share.

The contractual formula utilized to calculate the redemption

amount approximates fair value.

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

Changes in fair value are not

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

Net loss per ordinary share is computed

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

ordinary share outstanding for each of the periods.

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

the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence

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

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 2 – SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

THE CONDENSED FINANCIAL

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

Net loss per ordinary

Share (Continued)

Ordinary shares subject to possible redemption

Net loss allocable to Class A ordinary shares subject to possible redemption

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

average number of ordinary share outstanding for each of the periods.

The calculation of diluted loss per ordinary share does not consider

the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon

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

Ordinary shares

subject to possible redemption

loss allocable to Class A ordinary shares subject to possible redemption

$ ( 273,656 )

4 unchanged sentences

Basic and diluted net loss per share, redeemable Class A ordinary shares

Non-redeemable ordinary shares

Net loss allocable to non-redeemable ordinary shares

Non-redeemable

ordinary shares

loss allocable to non-redeemable ordinary shares

$ ( 647,479 )

3 unchanged sentences

Basic and diluted net loss per share, non-redeemable ordinary shares

Concentration of Credit

Financial instruments

that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times,

may exceed the federal depository insurance coverage corporation limit of $ 250,000 .

The Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

The fair value of the

Company’s 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 sheets.

The Company accounts for income

taxes under ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities

for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be

established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 2 – SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes (Continued)

ASC 740 also clarifies the accounting

for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

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

There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

The company has no income

tax filing obligations in any jurisdiction for the periods presented on the financials, therefore, not subject to audit for the periods

presented on the financials.

The Company is considered an exempted

Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United

Concentration

of Credit Risk

instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution

which, at times, may exceed the federal depository insurance coverage corporation limit of $ 250,000 .

The Company has not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

fair value of the Company’s 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 sheets.

Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition

of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets

and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally

requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Taxes (Continued)

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a

recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

The company has no income tax filing obligations in any jurisdiction for the periods presented on the financials,

therefore, not subject to audit for the periods presented on the financials.

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

As such, the Company’s income tax provision was zero for the periods presented.

The Company accounts

for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and

applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives

Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific

terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives

and Hedging (“ASC 815”).

5 unchanged sentences

of each subsequent quarterly period end date while the warrants are outstanding.

In addition to the 23,400,000

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

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

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

over-allotment options.

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

Contracts in Entity’s Own Equity and they met the criteria for equity classification and are required to be recorded as part a component

of additional paid-in capital at the time of issuance.

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.

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

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

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

full exercise of the over-allotment options.

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

and Hedging — Contracts in Entity’s Own Equity and they met the criteria for equity classification and are required to be

recorded as part a component of additional paid-in capital at the time of issuance.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Currency Transactions

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.

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 is settled.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 2 – SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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.

adopted accounting pronouncements

In June 2022, the FASB issued ASU 2022-03, which amends Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities

Subject to Contractual Sale Restrictions (“ASU 2022-03”).

ASU 2022-03 clarifies guidance for fair value measurement of an

equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities.

Company elected to early adopt ASU 2022-03 on July 1, 2023, and applied the amendment in measuring fair value of shares to be transferred

on closing of a business combination.

Accounting Pronouncements

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.

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

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.

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

that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the

Company’s financial statements.

NOTE 3 – INITIAL

PUBLIC OFFERING

Pursuant to the Initial

Public Offering, the Company offered for sale up to 15,000,000 Units (or 17,250,000 Units if the underwriters’ over-allotment option

is exercised in full) at a purchase price of $ 10.00 per Unit.

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s financial statements.

3 – INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company offered for sale up to 15,000,000 Units (or 17,250,000 Units if the underwriters’ over-allotment

option is exercised in full) at a purchase price of $ 10.00 per Unit.

Each Unit consists of one ordinary share and one warrant (“Public

1 unchanged sentence

subject to adjustment.

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

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 Public Offering, the Company granted the underwriters an option to purchase 2,250,000 shares of the Company’s ordinary share

at 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

Concurrently with the

closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 8,400,000 Private Warrants, generating

gross proceeds of $ 8.40 million in aggregate in a private placement.

Each Private Warrant is exercisable for one ordinary share at a price

of $ 11.50 per share, subject to adjustment.

As a result of the underwriters’

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 a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants held in the Trust Account

will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will

expire worthless.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 5 – RELATED

PARTY TRANSACTIONS

Founder Shares

During the period from

February 3, 2021 (inception) through March 22, 2021, the Sponsor paid $ 25,000 to cover certain formation and offering costs of the Company

in consideration for 8,625,000 shares of Class B ordinary shares (the “Founder Shares”).

The Founder Shares include

an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’

over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20 % of the Company’s

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

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant

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

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.

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

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.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– INITIAL PUBLIC OFFERING (Continued)

In connection with the Initial

Public Offering, the Company granted the underwriters an option to purchase 2,250,000 shares of the Company’s ordinary share at

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).

– PRIVATE WARRANTS

with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 8,400,000 Private Warrants,

generating gross proceeds of $ 8.40 million in aggregate in a private placement.

Each Private Warrant is exercisable for one ordinary

share at a price of $ 11.50 per share, subject to adjustment.

a result of the underwriters’ 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.

the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants

held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and

the Private Warrants will expire worthless.

5 – RELATED PARTY TRANSACTIONS

the period from February 3, 2021 (inception) through March 22, 2021, the Sponsor paid $ 25,000 to cover certain formation and offering

costs of the Company in consideration for 8,625,000 shares of Class B ordinary shares (the “Founder Shares”).

Founder Shares include an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that

the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent

20 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.

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.

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.

On June 7, 2022, 50,000 Founder Shares

were transferred to Mr.

Karim Zahmoul by the Sponsor.

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

Karim Zahmoul on June 7, 2022 was $ 0.02 million

or $ 0.33 per share.

The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founder Shares is recognized only when the performance condition is met under the applicable accounting

literature in this circumstance.

The fair value of the allocated Founder Shares was measured at fair value using a Monte Carlo simulation

As of June 30, 2023,

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

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

in an amount equal to the number of Founder Shares vested times the grant date fair value per share (unless subsequently modified) less

the amount initially received for the purchase of the Founder Shares.

Through July 2021, the

Sponsor surrendered an aggregate 4,312,500 Founder Shares to the Company for no consideration.

All shares and associated amounts have

been retroactively adjusted to reflect the share surrender.

On September 13, 2021,

no Class B ordinary share was available for forfeiture as a result of the underwriters’ full exercise of the over-allotment option.

Founder Shares are subject

to lock-up until (i) with respect to 50 % of the Founder Shares, the earlier of one year after the date of the consummation of the initial

Business Combination and the date on which the closing price of the 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 the initial Business Combination and (ii) with respect to the remaining 50 % of the Founder Shares, the one-year

anniversary of the consummation of the initial Business Combination.

Notwithstanding the foregoing, the Founder Shares will be releases

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

transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 5 – RELATED

PARTY TRANSACTIONS (Continued)

Founder Shares (Continued)

On April 5, 2023, in

accordance with the provisions of the second amended and restated memorandum and articles of association of the Company, the Sponsor exercised

its right to convert 1,500,000 shares of Class B ordinary shares, par value $ 0.0001 per share, of the Company into 1,500,000 shares of

Class A ordinary shares, par value $ 0.0001 per share, of the Company on a one-for-one basis.

As of balance sheet date,

following conversion, there were 2,812,500 Founder Shares issued and outstanding.

Underwriter Founder

On March 23, 2021, the

Company had issued to its underwriters and/or its designees, an aggregate of 400,000 shares of Class A ordinary shares at $ 0.0001 per

share (“Underwriter Founder Shares”).

The holders of the Underwriter Founder Shares have agreed not to transfer, assign or

sell any such shares until the completion of a Business Combination.

In addition, the holders have agreed (i) to waive their redemption

rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating

distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination

Through June 2021,

the underwriters and/or its designees surrendered an aggregate of 100,000 Underwriter Founder Shares to the Company for no

Karim Zahmoul on

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

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

of a Business Combination).

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

under the applicable accounting literature in this circumstance.

The fair value of the allocated Founder Shares was measured at fair

value using a Monte Carlo simulation model.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

– RELATED PARTY TRANSACTIONS (Continued)

Shares (Continued)

of September 30, 2023, the Company determined the performance conditions had not been met, and, therefore, no stock-based compensation

expense has been recognized.

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

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

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

July 2021, the Sponsor surrendered an aggregate 4,312,500 Founder Shares to the Company for no consideration.

All shares and associated

amounts have been retroactively adjusted to reflect the share surrender.

September 13, 2021, no Class B ordinary share was available for forfeiture as a result of the underwriters’ full exercise of the

over-allotment option.

Shares are subject to lock-up until (i) with respect to 50 % of the Founder Shares, the earlier of one year after the date of the consummation

of the initial Business Combination and the date on which the closing price of the 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 the initial Business Combination and (ii) with respect to the remaining 50 % of the Founder

Shares, the one-year anniversary of the consummation of the initial Business Combination.

Notwithstanding the foregoing, the Founder

Shares will be releases earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, share

exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for

cash, securities or other property.

On April 5, 2023, in accordance

with the provisions of the Memorandum and Articles of Association, the Sponsor exercised its right to convert 1,500,000 shares of Class

B ordinary shares, par value $ 0.0001 per share, of the Company into 1,500,000 shares of Class A ordinary shares, par value $ 0.0001 per

share, of the Company on a one-for-one basis.

of balance sheet date, following conversion, there were 2,812,500 Founder Shares issued and outstanding.

Founder Shares

March 23, 2021, the Company had issued to its underwriters and/or its designees, an aggregate of 400,000 shares of Class A ordinary shares

at $ 0.0001 per share (“Underwriter Founder Shares”).

The holders of the Underwriter Founder Shares have agreed not to transfer,

assign or sell any such shares until the completion of a Business Combination.

In addition, the holders have agreed (i) to waive their

redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights

to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination

within the Combination Period.

June 2021, the underwriters and/or its designees surrendered an aggregate of 100,000 Underwriter Founder 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 .

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

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.

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 or the earlier of December 31, 2022, or the consummation of the Proposed Public

On September 8, 2021,

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

Related Party Loans

In addition, in order

to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s

officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds

of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the

Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust

Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity.

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

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

5 – RELATED PARTY TRANSACTIONS (Continued)

Note — Related Party

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.

June 25, 2021, the terms of the Promissory Note were revised to be payable on or the earlier of December 31, 2022, or the consummation

of the Proposed Public Offering.

September 8, 2021, the outstanding balance of $ 0.28 million was repaid in full and is no longer available.

addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor,

or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as

may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working

Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid

only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion

of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used

to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without

interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of

the post Business Combination entity.

The warrants would be identical to the Private Warrants.

Except for the foregoing, the terms of such Working Capital Loans, if any, have

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

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 5 – RELATED

PARTY TRANSACTIONS (Continued)

On September 8, 2022,

the Company issued a promissory note for up to approximately $ 1.5 million (the “Note”) to the Sponsor.

Except for the foregoing, the terms of

such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

On September 8, 2022, the

Company issued a promissory note for up to approximately $ 1.5 million (the “Note”) to the Sponsor.

The Note is non-interest

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”).

The arrangement

did not include any conversion feature.

As of December 31, 2022, there was $ 1.5 million in the Amended Note.

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.

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”).

or similar Business Combination involving the Maker (as defined therein) and one or more businesses (such date the “Maturity Date”).

The arrangement did not include any conversion feature.

In March 2023, $ 0.3 million

was funded through the Amended Note, out of which $ 0.18 million was deposited in the Trust Account as the Extension Loan (defined below)

and $ 0.12 million was for working capital purposes.

From April to June

2023, $ 0.9 million was funded through the Amended Note, out of which $ 0.12 million was deposited into the Trust Account as an

Extension Loan and $ 0.78 million was kept for working capital purposes.

As of December 31, 2022, $ 1.5 million was drawn under the Note.

February 28, 2023, the Note was amended to increase its principal amount to $ 3.5 million (the “Amended Note”).

Note remains payable at Maturity Date and 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”).

The arrangement did not include any conversion feature.

March 2023, $ 0.3 million was funded through the Amended Note, out of which $ 0.18 million was deposited in the Trust Account as the Extension

Loan (defined below) and $ 0.12 million was for working capital purposes.

April to June 2023, $ 0.9 million was funded through the Amended Note, out of which $ 0.12 million was deposited into the Trust Account

as an Extension Loan and $ 0.78 million was kept for working capital purposes.

In addition, $ 0.15 million was repaid to the Sponsor.

As of June 30, 2023,

$ 2.55 million was outstanding under the Amended Note, which comprises the entire balance of the Promissory Note - Related Party on the

condensed balance sheet as of June 30, 2023.

Extension Funds

The Sponsor has

agreed to loan the Company (i) the lesser of (a) an aggregate of $0.18 million 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.

2023, $ 0.18 million was deposited into the Trust Account as the initial deposit of the Extension Loan, which was funded through the

Amended Note.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

5 – RELATED PARTY TRANSACTIONS (Continued)

Note (Continued)

July to September 2023, $ 0.8 million was funded through the Amended Note, out of which $ 0.12 million was deposited into the Trust Account

as an Extension Loan and $ 0.68 million was kept for working capital purposes.

of September 30, 2023, $ 3.35 million was outstanding under the Amended Note, which comprises the entire balance of the Promissory Note

- Related Party on the condensed balance sheet as of September 30, 2023.

Sponsor has agreed to loan the Company (i) the lesser of (a) an aggregate of $0.18 million 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

On March 3, 2023, $ 0.18 million was deposited into the Trust Account as the initial deposit of the Extension Loan, which

was funded through the Amended Note.

On May 25 and June 13, 2023, $ 0.06 million was deposited into the Trust Account respectively.

NOTE 6 – COMMITMENTS

AND CONTINGENCIES

Related Party Payable

At close of the Initial

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

with the close of the Initial Public Offering.

On July 31 and August 31, 2023, $ 0.06 million was deposited into the Trust Account respectively.

On September 22, 2023, the Sponsor entered into incentive agreements with each of Kanat Mynzhanov, the Chief Executive Officer of the

Company (the “CEO”) and Askar Mametov, the Chief Financial Officer of the Company (the “CFO”), pursuant to which,

solely upon and subject to successful completion of the Business Combination, the Sponsor will transfer to the CEO, 200,000 of its shares

of the New Oxus and to the CFO, 50,000 of its shares of New Oxus.

ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

value of these shares at September 22, 2023 was $ 2.73 million or $ 10.91 per share.

The Class A shares were granted subject to a

performance condition (i.e., the consummation of a Business Combination).

Compensation expense related to the transfer of New Oxus

shares is recognized only when the performance condition is met under the applicable accounting literature in this circumstance.

closing share price of the Class A shares of the Company on the grant date was determined to be fair value.

– COMMITMENTS AND CONTINGENCIES

Party Payable

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 June 30, 2023,

$ 0.06 million was due to the Sponsor in connection with professional fees paid on behalf of the Company, after the refund of an amount

of $ 0.10 million to the Sponsor, in connection to an over-funding.

As of December 31, 2022, $ 0.16 million was outstanding, which comprised

of $ 0.06 million 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

The Company has agreed

to pay the Sponsor a total of up to $ 10,000 per month in the aggregate for up to 18 months for office space, utilities and secretarial

and administrative support.

Services commenced on the date the securities were first listed on the Nasdaq and will terminate upon the

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

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 6 – COMMITMENTS

AND CONTINGENCIES (Continued)

Administrative Support

Agreement (Continued)

For the six months ended

June 30, 2023, the Company incurred $ 0.06 million that was included in formation and operating costs on the accompanying condensed statements

of operations, of which $ 0.05 million amount was paid and $ 0.01 million was accrued as of June 30, 2023.

For the six months ended

June 30, 2022, the Company incurred $ 0.06 million that was included in formation and operating costs on the accompanying condensed statements

of operations, of which $ 0.03 million was paid and $ 0.03 million was accrued as of June 30, 2022.

Registration Rights

Pursuant to a registration

As of September 30, 2023, $ 0.06 million was due to the Sponsor in connection with professional fees paid on behalf of the Company, after

the refund of an amount of $ 0.10 million to the Sponsor, in connection to an over-funding.

As of December 31, 2022, $ 0.16 million was

outstanding, which comprised of $ 0.06 million 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

Company has agreed to pay the Sponsor a total of up to $ 10,000 per month in the aggregate for up to 18 months for office space, utilities

and secretarial and administrative support.

Services commenced on the date the securities were first listed on the Nasdaq and will terminate

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

This arrangement was further extended to December 8, 2023 (refer to Note 1 for details).

For the three months ended September 30, 2023, the Company incurred $ 0.03 million that was included in formation and operating costs on

the accompanying condensed statements of operations, of which $ 0.02 million amount was paid and $ 0.01 million was accrued as of September

For the three months ended September 30, 2022, the Company incurred $ 0.03 million that was included in formation and operating

costs on the accompanying condensed statements of operations, of which $ 0.03 million was accrued as of September 30, 2022.

the nine months ended September 30, 2023, the Company incurred $ 0.09 million that was included in formation and operating costs on the

accompanying condensed statements of operations, of which $ 0.08 million amount was paid and $ 0.01 million was accrued as of September

the nine months ended September 30, 2022, the Company incurred $ 0.09 million that was included in formation and operating costs on the

accompanying condensed statements of operations, of which $ 0.06 million was paid and $ 0.03 million was accrued as of September 30, 2022.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

6 – COMMITMENTS AND CONTINGENCIES (Continued)

Pursuant to the Registration

Rights Agreement entered into on September 2, 2021, the holders of the Founder Shares, Private Warrants, and warrants that may be issued

8 unchanged sentences

the filing of any such registration statements.

Business Combination

Marketing Agreement

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.

The Company will pay EarlyBirdCapital

and Sova Capital a cash fee for such services upon the consummation of a Business Combination of $ 5.3 million 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

NOTE 7 – SHAREHOLDERS’

Preferred Shares

The Company is authorized

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

On June 30, 2023, and December 31, 2022, 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

Combination Marketing Agreement

Company has engaged EarlyBirdCapital, lnc.

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

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

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

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

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

Company will pay EarlyBirdCapital and Sova Capital a cash fee for such services upon the consummation of a Business Combination of $ 5.3

million that equals to 3.0 % of the gross proceeds of Initial Public Offering (exclusive of any applicable finders’ fees which might

become payable).

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.

7 – SHAREHOLDERS’ DEFICIT

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

On September 30, 2023, and

December 31, 2022, there were no shares of preferred stock issued or outstanding.

A Ordinary Shares

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

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

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

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

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

All shares and associated amounts have been retroactively

adjusted to reflect the share surrender.

On April 5, 2023, in accordance

with the provisions of the Memorandum and Articles of Association, the Sponsor exercised its right to convert 1,500,000 shares of Class

B ordinary shares, par value $ 0.0001 per share, of the Company into 1,500,000 shares of Class A ordinary shares, par value $ 0.0001 per

share, of the Company on a one-for-one basis.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

7 – SHAREHOLDERS’ DEFICIT (Continued)

A Ordinary Shares (Continued)

of September 30, 2023 there were 1,800,000 non-redeemable shares of Class A ordinary shares issued and outstanding, and as of

December 31, 2022, there were 300,000 non-redeemable shares of Class A ordinary shares issued and outstanding.

This number excludes 1,949,468 shares of Class A ordinary shares as of September 30, 2023 and 17,250,000 shares of

Class A ordinary shares as of December 31, 2022, that were outstanding and subject to possible redemption.

B Ordinary Shares

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

Holders of the Class B ordinary

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.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 7 – SHAREHOLDERS’

DEFICIT (Continued)

Class A Ordinary

Shares (Continued)

On April 5, 2023, in

accordance with the provisions of the second amended and restated memorandum and articles of association of the Company, the Sponsor exercised

its right to convert 1,500,000 shares of Class B ordinary shares, par value $ 0.0001 per share, of the Company into 1,500,000 shares of

Class A ordinary shares, par value $ 0.0001 per share, of the Company on a one-for-one basis.

As of June 30, 2023 there

were 1,800,000 shares of Class A ordinary shares issued and outstanding, which are non-redeemable and December 31, 2022, there were 300,000

shares of Class A ordinary shares issued and outstanding, which are non-redeemable.

This number excludes 1,949,468 shares of Class A ordinary

shares as of June 30, 2023 and 17,250,000 shares of Class A ordinary shares as of December 31, 2022, that were outstanding and subject

to possible redemption.

Class B Ordinary Shares

The Company is authorized

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

Holders of the Class B ordinary shares are entitled

to one vote for each share.

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

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

to 4,312,500 .

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

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

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

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

Holders of Class A ordinary

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

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

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

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

Business Combination, subject to adjustment.

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

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

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

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

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

an as-converted basis, 25 % of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public

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

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

recapitalizations and the like.

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

On April 5, 2023, in

accordance with the provisions of the second amended and restated memorandum and articles of association of the Company, the Sponsor exercised

its right to convert 1,500,000 shares of Class B ordinary shares, par value $ 0.0001 per share, of the Company into 1,500,000 shares of

Class A ordinary shares, par value $ 0.0001 per share, of the Company on a one-for-one basis.

As of June 30, 2023,

there were 2,812,500 shares of Class B ordinary shares issued and outstanding and December 31, 2022, there were 4,312,500 shares of Class

B ordinary shares issued and outstanding.

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 7 – SHAREHOLDERS’

DEFICIT (Continued)

Public Warrants may only

be exercised for a whole number of shares.

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

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

required by law.

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

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

closing of the Business Combination, subject to adjustment.

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

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

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

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

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

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

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

with a Business Combination.

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

reorganizations, recapitalizations and the like.

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

a rate of less than one to one.

On April 5, 2023, in accordance with the provisions of the Memorandum

and Articles of Association of the Company, the Sponsor exercised its right to convert 1,500,000 shares of Class B ordinary shares, par

value $ 0.0001 per share, of the Company into 1,500,000 shares of Class A ordinary shares, par value $ 0.0001 per share, of the Company

on a one-for-one basis.

of September 30, 2023, there were 2,812,500 shares of Class B ordinary shares issued and outstanding.

As of December 31, 2022, there were

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

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

7 – SHAREHOLDERS’ DEFICIT (Continued)

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

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

The Public Warrants

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

of the Initial Public Offering.

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:

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

from the closing of the Initial Public Offering.

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:

whole and not in part;

a price of $0.01 per Public Warrant;

● at 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).

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

The fair value of the

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

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

market participants at the measurement date.

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

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

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

The following fair value hierarchy is used to

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

● 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 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

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.

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

8 – FAIR VALUE MEASUREMENTS

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

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

between market participants at the measurement date.

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

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

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

The following fair value hierarchy is

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

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

An active market for an asset or liability is a market

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

OXUS ACQUISITION CORP.

NOTES TO THE CONDENSED

FINANCIAL STATEMENTS

NOTE 8 – FAIR

VALUE MEASUREMENTS (Continued)

An active market for an asset or liability is

a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information

on an ongoing basis.

2 – Observable inputs other than Level 1 inputs.

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

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

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

the asset or liability.

The following table presents

information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2023, by level

within the fair value hierarchy:

Marketable securities held in Trust Account

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, 2022 by

level within the fair value hierarchy:

Marketable securities held in Trust Account

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

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

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

pricing the asset or liability.

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

as of September 30, 2023, by level within the fair value hierarchy:

securities held in Trust Account

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:

securities held in Trust Account

$ 178,532,948

NOTE 9 – SUBSEQUENT

The Company evaluated

subsequent 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 July 31, 2023, $ 60,000 was deposited into the Trust account in connection with the Extension.

On August 10, 2023, $ 0.2 million was drawn down under the Amended Note, bringing the balance outstanding to $ 2.75 million as of filing

August 11, 2023, the Company, and Borealis, entered into an amendment (the “Amendment” ) to the Business Combination Agreement,

to amend and restate certain terms of the Business Combination Agreement, including (i) Section 7.18(a), to change the number of awards

of shares of New SPAC Shares to be granted under the New SPAC Equity Plan from 15 % to 5 %;

(ii) to delete the form of the Plan of Arrangement

attached as Exhibit B to the original Business Combination Agreement and replace it with the form attached as Exhibit A to the Amendment

(the “Plan of Arrangement (Amended)”);

and (iii) to delete the form of the New SPAC Bylaws attached as Exhibit G to the Business

Combination Agreement and replace it with the form attached as Exhibit B to the Amendment (the “New SPAC Bylaws (Amended)”).

The Plan of Arrangement (Amended) includes, among other things, certain changes to reflect a plan of arrangement under section 192 of

the CBCA and section 182 of the OBCA and certain changes to provisions relating to the New Oxus Amalgamation, and the effects of such

amalgamation.

The New SPAC Bylaws (Amended) includes additional provisions relating to the appointment of an audit committee, and clarification

on the quorum requirements for a meeting of shareholders.

August 14, 2023, the Company filed a registration statement on Form S-4 with the SEC relating to the proposed business combination

ACQUISITION CORP.

TO THE CONDENSED FINANCIAL STATEMENTS

9 – SUBSEQUENT EVENTS

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

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 October 2, 2023, the Company entered into the Second Amended and

Restated Promissory Note (the “Second Amended Note”) with the Sponsor pursuant to which the Company may borrow up to an aggregate

principal amount of $ 6 million.

The Second Amended Note, amended, replaced and superseded in its entirety the Amended Note and any unpaid

principal balance of the indebtedness evidenced by the Amended Note has been merged into and evidenced by the Second Amended Note.

Second Amended Note is non-interest bearing and due on the date on which the Company consummates its initial business combination.

the Company completes a business combination, it would repay any loaned amounts, without interest, upon consummation of the business combination.

In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account

to repay any loaned amounts but no proceeds from its Trust Account would be used for such repayment.

On October 16, 2023, $ 0.1

million was drawn under the Second Amended Note, followed by a further draw down of $ 0.3 million on October 24, 2023, bringing the total

amount outstanding to $ 3.75 million as of filing date.

A portion of these funds in an amount of $ 60,000 was used to fund the Extension

October 24, 2023, the Company filed an amendment to Form S-4 “(Amendment 1”) with the SEC relating to the proposed business combination

with Borealis.

On November 13, 2023, the Company filed another amendment to Form S-4 “(Amendment 2”) with the SEC relating to the proposed business combination

with Borealis.

November 8, 2023, the Company’s shareholders filed a preliminary proxy statement announcing an extraordinary general meeting to

consider and vote upon the following proposals:

(a) as a special resolution, to amend the Company’s Second Amended

and Restated Memorandum and the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the filed proxy statement

to extend the date by which the Company must (1) consummate a Business Combination, (2) cease its operations except for the purpose of

winding up if it fails to complete such Business Combination, and (3) redeem all of the Class A ordinary shares, included as part of the

units sold in the Company’s Initial Public Offering if it fails to complete such Business Combination, for up to an additional six

months, from the December 8, 2023 to up to June 8, 2024, or such earlier date as determined by the Company’s board of directors;

(b) as an ordinary

resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit

further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the

approval of the Extension Proposal (the “Adjournment Proposal”), which will only be presented at the Extraordinary

General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to

approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary

General Meeting.

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

What changed 10-Q

Item 1. Financial Statements