What changed in this filing

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Item 1. Business

2024-04-15 compared with 2023-03-31 · 1172 added, 912 removed, 1 unchanged (100% of the section changed)

We are a blank check company incorporated as a Cayman Islands exempted

We were formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, recapitalization,

reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities, which

we refer to as a “target business.” While we may pursue an initial Business Combination with any target business and in any

sector or geographical location, we intend to focus our search on targets in energy transition technologies, such as battery materials,

energy storage, electric vehicle (“ EV”) infrastructure and advanced recycling

in emerging/frontier countries including the Commonwealth of Independent States (“CIS”), South and South-East Asia and

Middle East and North Africa (“MENA”) regions.

On September 8, 2021, we consummated an initial public offering (the

“Initial Public Offering”) of 15,000,000 units at $10.00 per unit and the sale of 8,400,000 warrants

at a price of $1.00 per private warrant in a private placement to our sponsor, Oxus Capital Pte.

Ltd and its underwriters that

closed simultaneously with the closing of the Initial Public Offering.

We have listed the units on the Nasdaq Capital Market (“Nasdaq”).

On September 13, 2021, the underwriters exercised their over-allotment option in full, according to which we 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.

A total of $175,950,000 of the net proceeds from

the Initial Public Offering (including the additional units) and the sale of private placement warrants and additional private placement

warrants was deposited in a trust account established for the benefit of our public shareholders.

Proposed Business Combination

On February 23, 2023, Oxus Acquisition Corp.

“Company” or “Oxus”) entered into a business combination agreement by and among the Company, 1000397116 Ontario

Inc., a corporation incorporated under the laws of the province of Ontario, Canada (“Newco”) and a wholly-owned subsidiary

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

Pursuant to the Business Combination Agreement, among other things:

(a) the Company will domesticate and continue as a corporation existing

under the laws of the province of Ontario, Canada (the “Continuance” and, the Company as the continuing entity, “New

(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.

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”).

The Business Combination Agreement contains customary

representations and warranties, covenants and closing conditions, including, but not limited to, approval by the Company’s and Borealis’

respective shareholders of the Business Combination Agreement and the Proposed Transaction.

The terms of the Business Combination Agreement

and other related ancillary agreements entered into or to be entered into in connection with the closing of the Proposed Transaction,

including those briefly described below, are summarized in more detail in the Company’s Form 8-K filed with the SEC on March 1,

Shareholder Support Agreements

Concurrently with the

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

Support Agreements 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.

Sponsor Support Agreement

Concurrently with the

execution and delivery of the Business Combination Agreement, Oxus, Borealis and our sponsor entered into the Sponsor Support Agreement

pursuant to which, among other things, our sponsor agreed to (A) vote its founder shares in favor of the Proposed Transaction and any

proposals the parties deem necessary or desirable to effectuate the Proposed Transaction (the “Oxus Proposals”), (B) not redeem

its founder shares, (C) waive certain of its anti-dilution rights, (D) convert the Sponsor Convertible Notes (as defined therein), 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 the Sponsor Support Agreement).

Registration Rights Agreement

In connection with the

closing of the Proposed Transaction, Oxus and certain Borealis Shareholders and certain shareholders of Oxus (the “Holders”)

will enter into the Registration Rights 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.

Lock-Up Agreements

In connection with the

closing of the Proposed Transaction, Oxus and certain directors/officers/five percent (5%) or greater shareholders of Borealis (the “Subject

Party”) will enter into the Lock-Up 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.

On March 2, 2023, our shareholders approved an

amendment to our Amended and Restated Memorandum and Articles of Association (as amended, the “Charter”) (the “Extension

The Extension Amendment extends the date by which we must consummate our initial Business Combination (the “Extension”)

from March 8, 2023, upon additional funds being deposited into the Company’s trust account (such date, the “Termination Date”)

to up to December 8, 2023, or such earlier date as determined by our board of directors (the “Board,” such date, the “Extended

In connection with the shareholder vote to approve

the Extension Amendment, the Holders of 15,300,532 Class A ordinary shares property 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 (the

“March Redemption”), leaving approximately $20.3 million in the Trust Account.

Our sponsor has agreed to loan the Company (i) the lesser of (a) an aggregate

of $180,000 or (b) $0.12 per public share that remain outstanding and is not redeemed in connection with the Extension plus (ii) the lesser

of (a) an aggregate of $60,000 or (b) $0.04 per public share that remain outstanding and is not redeemed in connection with the Extension

for each of the six subsequent calendar months commencing on June 8, 2023 (the “Extension Loan”), which amount will be deposited

into the Trust Account.

On March 3, 2023, our sponsor funded $200,000 through the Amended Note (as defined below), out of which $180,000

was deposited into the Trust Account as the initial deposit of the Extension Loan.

On March 15, 2023, our sponsor funded an additional $100,000 through the

Amended Note (as defined below).

Our Founder and Management Team

We seek to capitalize on the substantial deal

sourcing, investing and operating expertise of our founder, non-executive Chairman and director, Kenges Rakishev, our Chief Executive

Officer, Kanat Mynzhanov, and our Chief Financial Officer, Askar Mametov, as well as our independent directors, Shiv Vikram Khemka, Christophe

Charlier and Karim Zahmoul.

Rakishev is a global investor and entrepreneur who focuses

on acquiring and investing in businesses that can benefit from his group’s operating expertise.

Over the course of his career, Mr.

has acquired and directly or indirectly invested in more than 50 businesses in metals & mining, oil, petrochemical, banking,

fintech, information technology, ecommerce, logistics and insurance industries, including a current portfolio of ten active companies

He is the sole shareholder and chief executive officer of Fincraft (listed on the Kazakhstan Stock Exchange since 2019), chairman

of the board of Fincraft Resources JSC (formerly SAT & Company)(listed on the Kazakhstan Stock Exchange since 2008), chairman

of the board of Battery Metals Technologies Ltd.,, president of Kazakhstan Boxing Federation, independent director of Satbayev Kazakh

National Technical University, co-founder of Saby Charitable Foundation, and was one of the early investors in StoreDot and Net Element

Rakishev was ranked 12 th on the Forbes list of the most influential persons in Kazakhstan

In 2013, Singulariteam Fund, a venture capital

fund owned by one of Mr.

Rakishev’s group’s companies, was an early investor in StoreDot.

StoreDot is a pioneer of extreme

fast charging (XFC) batteries that overcome the critical barrier to mainstream EV adoption — range and charging anxiety.

company has revolutionized the conventional Li-ion battery by designing and synthesizing proprietary organic and inorganic compounds,

making it possible to fully charge an EV in just five minutes.

The company was named “the pioneer of 2020” by BNEF, as one

of ten game-changing technology companies creating a more sustainable future.

Rakishev is a significant shareholder

and Chairman of Fincraft Resources JSC, which has expertise building, investing and operating internationally in the natural resources

and disruptive technology industries.

Through its subsidiary Battery Metals Technologies Ltd., the company is targeting metals necessary

for electrification (in particular, nickel, cobalt and lithium) and has a significant nickel opportunity project in Kazakhstan.

is strategically located, linking China and South Asia with Russia and Western Europe by road, rail and port, and therefore is of great

importance to China’s “Belt and Road” strategy.

Fincraft Resources JSC recognized the potential to produce nickel from

laterite ores of the Gornostaevskoe deposit using in-situ leaching (ISL) techniques, which offers significant economic, environmental

and ecological advantages over conventional mining by extracting metals from the ground without physically removing the rock in which

they are found.

As a result, little or no tailing or waste rock is generated.

In addition, ISL allows for increasing and decreasing production

output more cost effectively than conventional mining.

From 2013 to 2018, Mr.

Rakishev was a non-executive director

of Central Asia Metals Plc (AIM:

Rakishev became a major shareholder of BTA, which is currently a subsidiary of Fincraft.

As of April 2021, Fincraft has over $1.2 billion in total assets.

From 2015 to 2017, Mr.

Rakishev was a controlling shareholder

and served as the chairman of Kazkommertsbank JSC, the largest Kazakh commercial bank.

From 2017 to 2019, Mr.

Rakishev was a major

shareholder of Petropavlovsk Plc., a member of London’s FTSE 250 index and is one of the five largest gold mining companies in Russia.

In these positions, he offered support on strategic development, including helping to resolve management conflicts as well as short-term liquidity

Rakishev is an active investor in start-ups that

are developing some of the most disruptive and impressive technologies today, from EV battery technology, mobile payments, artificial

intelligence and augmented reality to robotics and healthcare technology.

He helps to establish an entrepreneurial environment as a foundation

for growth, while offering support, resources, and advice.

In addition to Mr.

Rakishev, we expect to

benefit from the experience and networks of the following members of our management team:

Kanat Mynzhanov has served as our Chief Executive

Officer and director since our inception in February 2021.

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

and asset management firm Bellprescot Asset Management in September 2016.

He served as the director of the investment advisory firm, Bellprescot

from September 2016 until April 2021.

He served as the chief investment officer of Bellprescot Asset Management from September 2016

to June 2020.

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

and service, including internet of things and cloud, autonomous driving, artificial intelligence, machine learning, semiconductors, cybersecurity

and robotics.

Since 2018, Mr.

Mynzhanov advised on several private equities deals in fintech (payments, remittances and alternative financing),

mobility (including EV battery metals and EV battery technology) and structured products, including tokenization and syndicated co-lending.

Prior to founding the hedge fund, Mr.

Mynzhanov served as the head of investments at Kazatomprom-Damu, an investment subsidiary of NAC

Kazatomprom JSC, where he led and mentored a team of highly skilled investment managers responsible for mergers and acquisitions, joint

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

Mynzhanov joined NAC

Kazatomprom JSC in 2014 as an investment manager and during his time he oversaw numerous projects and established strong connections with

some of the largest global firms in the industry.

From March 2011 to March 2014 Mr.

Mynzhanov consulted and led the business development

of tungsten concentrate producer in CIS region.

From November 2008 to March 2011 Mr.

Mynzhanov led and participated in operational, commercial

and investment management of oil tankers firm in London.

Over the years Mr.

Mynzhanov consulted for various firms, including those in

the metals and mining sector, on raising capital through initial public offerings, as well as restructuring and various business developments.

Askar Mametov has served as our Chief Financial Officer since our inception

in February 2021.

Mametov has over 15 years of executive experience in mining, oil and gas, infrastructure and transportation

industries with a thorough understanding of financial reporting (US GAAP and IFRS), taxation and accounting, financial planning and analysis.

Previously, Mr.

Mametov served as chief financial officer of KM Gold Inc., a public Kazakh gold mining company (KASE:

August 2016 until October 2019.

He led the public listing of the company on the Kazakhstan Stock Exchange in 2016.

Mametov served as financial controller of Sequa Petroleum Kazakhstan, a subsidiary of Sequa Petroleum, an oil and gas company

listed on Euronext Access (EPA:

MLSEQ), from January 2014 to July 2016.

From 2007 to 2014, Mr.

Mametov served in multiple

roles at Caspian Services Inc.

CSSV), including management reporting, US GAAP financial reporting, as well as IFRS financial

Mametov worked at Beeline Kazakhstan, a subsidiary of VEON (Nasdaq:

From 2005 to 2007, Mr.

served as financial reporting specialist and consortium accountant for PetroKazakhstan Inc.

PKZ), a Canadian oil company.

is a member of IMA (Institute of Management Accountants) and since 2014, has served as the President of Kazakhstan Chapter of IMA.

We have a highly accomplished team of independent

directors who are experienced in executive leadership, company governance and operations oversight.

Our board members have served as directors,

partners, executives and advisors for a number of publicly-traded companies.

We believe that our independent directors’ combination

of relationships, experience and expertise in a number of sectors (natural resources, green infrastructure, high technology, solid state

batteries, financial services, telecom) and markets (India, Russia, the Middle East, Europe, North America, the CIS and other emerging

markets) puts us in a strong position to complete a Business Combination.

Shiv Vikram Khemka is one of our independent

Khemka has served as a vice-chairman of SUN Group, a 120-year-old family enterprise comprised of both operating

and investment companies, since 1990.

SUN Group is active in asset management, natural resources, green infrastructure and high technology.

SUN co-founded SUN Mobility, an energy tech company focused on becoming a leader in EV energy.

SUN is also a significant investor

in a leading EV solid state battery manufacturer.

The group has been active in various regions around the world, including India, Russia,

the Middle East, Central and South-East Asia.

Khemka is the chairman of the Entrepreneurship Sports Generation and executive

chairman of the Global Education and Leadership Foundation.

He is currently a member of the board of governors at Junior Achievement Worldwide

and is a member of the Leadership Council at the Brooking Centre for Universal Education.

The World Economic Forum elected Mr.

a “Global Leader for Tomorrow” and he was also a member of the organization’s Global Agenda Council on Education.

has served on both the Brown University and Yale University’s President’s Councils.

Khemka has also served as a board

member on the Stanford Philanthropy and Civic Society (PACS) centre and was advisory board member of the Davis Center for Russian and

Eurasian studies at Harvard University.

He is currently a founding member of V20, a global community of values experts and practitioners

that engage with G20, and serves as the chairman of Aikido Aikikai Foundation of India.

Khemka was awarded the Dr.

Mayer Global Citizenship Award from Tufts University, and the Outstanding Contribution to Education Prize and the India Alumni Award from

the Wharton School of Business.

Christophe Charlier is one of our independent

Charlier is an international financier with over 25 years of experience in investment banking, private equity

and international management.

Throughout his career he has acted as principal or advised on a number of landmark transactions in the telecom,

financial services, natural resources and sports and entertainment industries across developed and emerging markets.

He has served as

an independent director of La Française de l’Energie, a French gas production company since April 2016, and chairman

of Pure Grass Films, a UK-based film and TV series production company, since 2012.

Charlier served as chairman of the board

of directors of Renaissance Capital, a leading investment bank focused on emerging and frontier markets, from April 2017 to March 2020.

As chairman, Mr.

Charlier coordinated the work of Renaissance Capital’s board of directors and oversaw strategic development,

the global brand, and relationships with key clients and stakeholders globally, as well as compliance with listing requirements of the

Astana International Exchange (AIX) in Kazakhstan.

Previously, Mr.

Charlier served as deputy CEO of Onexim Group, a leading

private equity fund based in Moscow from September 2008 to June 2014.

In this capacity, he served on the boards of directors

of several of Russia’s largest companies, including RusAl, Polyus Gold, Quadra-Power Generation, and RBC.

He also acted as

chairman of the NBA’s Brooklyn Nets franchise from 2010 to 2014.

Prior to that from February 2002 to March 2004, Mr.

director of strategic development of Norilsk Nickel, leading its acquisition of strategic stakes in Stillwater Mining Company and Gold

He started his investment banking career in 1995 at JPMorgan in the M&A Group in NY.

Karim Zahmoul is one of our independent directors.

Zamoul has 25 years of investment banking experience.

He has served as a Founder and CEO of EMVirya Ltd, an FCA regulated investment

advisor based in London since February, 2018.

EMVirya Ltd, is a privately held financial services firm with extensive experience in global

emerging markets that is positioning itself at the cross road of Emerging markets and renewable energy.

Prior to founding EMVirya, Mr.

Zahmoul was a Partner at Temporis Capital from September 2014 to April 2017 in London, where he was responsible for the firm’s international

investments business and developed renewable energy project in the emerging market jurisdiction including extended focus in Morocco and

Prior to that from 2004 to 2014, Mr.

Zahmoul was a Managing Director at Barclays Investment Bank where he held various senior

positions over his 10-year tenure at the bank.

In his last position, he was responsible for the Global Emerging Market business for the

investment bank.

Prior to Barclays from 1999 to 2004, Mr.

Zahmoul spent five years at Deutsche Bank where he was a Managing Director and

Head of Emerging Market Structuring for the Americas in New York.

He started his financial career and spent six years at Goldman Sachs,

in both New York and London, where his last position was Executive Director in EEMEA Trading.

Zahmoul received an MSc and a BSc from

Columbia School of Engineering and Applied Sciences in Operation Research and a BA in Physics from Columbia College.

Notwithstanding the foregoing, the past successes

Rakishev and our other officers and directors, and their respective affiliates do not guarantee that we will be able to identify

a suitable candidate for our initial Business Combination or realize success with respect to any Business Combination we may consummate.

You should not rely on the historical record of such individuals’ or entity’s performance as indicative of our future performance.

Additionally, in the course of their respective careers, members of our management team may have been involved in businesses and deals

that were unsuccessful.

In addition, our officers and directors may have conflicts of interest with other entities to which they owe fiduciary

or contractual obligations with respect to initial Business Combination opportunities.

Business Strategy

Our acquisition and value creation strategy is

to identify and complete the initial Business Combination with a target in an industry that complements the experience and expertise of

our founder and management team.

We believe our founder’s broad experience owning and operating private and public companies positions

us for a successful Business Combination.

We also believe the resources and experience of our management team will provide us with an

in-depth understanding of targets located in the CIS and other countries in South and South-East Asia and MENA regions, operating

in energy transition technologies.

We expect to distinguish ourselves by leveraging

our extensive internal and external network of relationships to create a significant pipeline of Business Combination opportunities.

have significant experience dealing with key stakeholders, including shareholders, administrators, governmental agencies as well as equity

sponsors, lending institutions, family offices, investment banks, restructuring advisers, attorneys, brokers and employees built over

many years of investing and operating businesses in different regions.

We believe our sponsor’s and management

team’s deal sourcing, investing and operating expertise, as well as their extensive network of contacts in our focus regions will

uniquely position us to take advantage of positive trends in our target industries.

We believe this expertise and network of contacts

will provide us access to a number of potential target businesses that could be attractive public companies in the United States.

We will evaluate a wide-range of organic

and strategic growth opportunities to identify synergies, bolster a target’s competitive position and develop new areas of growth

We also intend to leverage our management team’s vision and substantial expertise in building vertically-integrated businesses

when possible.

Acquisition Criteria

We intend to acquire a company that we believe

can offer an attractive risk-adjusted returns for shareholders.

Fundamental analysis, including historical and projected financial

and operating data, extensive financial modelling and in-depth market risks reviews are the core to our investment strategy, as well

as extensive legal and intellectual properties due diligence to evaluate a target company and to complete a thorough analysis of the potential

impact of a Business Combination.

We intend to acquire companies or assets that

we believe have some or all of the following attributes:

The potential to benefit from being publicly traded with access to the public capital markets and reduced cost of equity and debt capital to pursue further growth opportunities;

A professional management team whose interests are aligned with our investors (we may enhance the capabilities of the target’s business team by recruiting talent through our network of contacts);

The potential to grow organically as well as through acquisitions;

A defensible position within a target market as a result of a differentiated technology or other competitive advantages;

A proven business model;

The collective capabilities of our management can be leveraged to tangibly improve the operations and market position of the target;

A history of strong operating and financial results with proven track records.

Given our management team’s extensive experience

investing in a target’s industries, we expect that we may be familiar with the prospective target’s end-market, competitive

landscape and business model.

We intend to construct an operating and financial plan designed to significantly increase shareholder value.

When necessary, we intend to assemble a team of industry and financial experts to supplement the management teams’ efforts.

to demonstrate to the target and its shareholders that we have the resources and expertise to provide the strategic and operational direction

necessary to grow the business and improve the overall strategic prospects for the combined companies.

These criteria and guidelines are not intended to be exhaustive.

evaluation relating to the merits of an initial Business Combination may be based, to the extent relevant, on these general criteria and

guidelines as well as other considerations, factors, guidelines, and criteria that our management team may deem relevant.

that we decide to enter into a Business Combination with a target business that does not meet the above criteria and guidelines, we will

disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial

Business Combination, which would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with

In evaluating a prospective target business, we

expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees,

document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us.

We will also utilize our operational and capital allocation experience.

We are not prohibited from pursuing an initial

Business Combination with a business that is affiliated with our sponsor, officers, or directors.

In the event we seek to complete our

initial Business Combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent

directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation

opinions that our initial Business Combination is fair to our company from a financial point of view.

Members of our management team will directly or

indirectly own founder shares and/or private warrants following the Initial Public Offering and, accordingly, may have a conflict

of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business

Combination if the retention or resignation of any such officers and directors is included by a target business as a condition to our

initial Business Combination.

Each of our officers and directors presently has,

and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer

or director is or will be required to present a Business Combination opportunity to such entities.

Accordingly, if any of our officers

or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has then-current fiduciary

or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our

ability complete our Business Combination.

Our Charter provides that we renounce our interest in any corporate opportunity offered to

any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer

of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for

us to pursue.

Effecting a Business Combination

We are not presently engaged in, and we will not engage in, any substantive

commercial business for an indefinite period of time following the Initial Public Offering.

We intend to utilize cash derived from the

proceeds of the Initial Public Offering and the private placement of private warrants, our ordinary shares, debt or a combination of these

in effecting a Business Combination, including the proposed Business Combination with Borealis.

A Business Combination may involve the

acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public

trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself.

include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws.

alternative, we may seek to consummate a Business Combination with a company that may be financially unstable or in its early stages of

development or growth.

While we may seek to effect simultaneous Business Combinations with more than one target business, we will probably

have the ability, as a result of our limited resources, to effect only a single Business Combination.

Sources of Target Businesses

We expect that our principal means of identifying potential target businesses will be through

the extensive contacts and relationships of our sponsor, initial shareholders, officers and directors.

While our officers and directors

are not required to commit any specific amount of time in identifying or performing due diligence on potential target businesses, our

officers and directors believe that the relationships they have developed over their careers and their access to our sponsor’s contacts

and resources will generate a number of potential Business Combination opportunities that will warrant further investigation.

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,

venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these

sources will have read this Annual Report and know what types of businesses we are targeting.

Our officers and directors must present to us

all target business opportunities that have a fair market value of at least 80% of the assets held in the trust account at the time of

the agreement to enter into the initial Business Combination, subject to any pre-existing fiduciary or contractual obligations.

we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions

on any formal basis (other than EarlyBirdCapital and Sova Capital as described elsewhere in this Annual Report), we may engage these firms

or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined

in an arm’s length negotiation based on the terms of the transaction.

In no event, however, will our sponsor, initial shareholders,

officers, directors or their respective affiliates be paid any compensation or fees of any kind, including finder’s, consulting

fees and other similar fees, prior to, or for any services they render in order to effectuate, the consummation of an initial Business

Combination (regardless of the type of transaction that it is), other than the $10,000 per month administrative fee, the repayment of

up to $300,000 in loans from our sponsor and reimbursement of any out-of-pocket expenses.

Our audit committee will review and approve

all reimbursements and payments made to our sponsor, initial shareholders, officers, directors or our or their respective affiliates,

with any interested director abstaining from such review and approval.

We have no present intention to enter into a Business

Combination with a target business that is affiliated with any of our officers, directors or sponsor.

However, we are not restricted from

entering into any such transactions and may do so if (i) such transaction is approved by a majority of our disinterested independent

directors and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly

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

Selection of a Target Business and Structuring

of a Business Combination

Subject to our management team’s pre-existing fiduciary

obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the trust account at

the time of the execution of a definitive agreement for our initial Business Combination, as described below in more detail, and that

we must acquire a controlling interest in the target business, our management will have virtually unrestricted flexibility in identifying

and selecting a prospective target business.

We have not established any specific attributes or criteria (financial or otherwise) for

prospective target businesses other than as described above under the caption “ Investment Criteria .” In evaluating

a prospective target business, our management may consider a variety of factors, including one or more of the following:

financial condition and results of operation;

growth potential;

brand recognition and potential;

experience and skill of management and availability of additional personnel;

capital requirements;

competitive position;

barriers to entry;

stage of development of the products, processes or services;

existing distribution and potential for expansion;

degree of current or potential market acceptance of the products, processes or services;

proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;

impact of regulation on the business;

regulatory environment of the industry;

costs associated with effecting the Business Combination;

industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates;

macro competitive dynamics in the industry within which the company competes.

These criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular Business Combination will be based, to the extent relevant, on the above factors

as well as other considerations deemed relevant by our management in effecting a Business Combination consistent with our business objective.

In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,

meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available

This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we

have no current intention to engage any such third parties.

The time and costs required to select and evaluate

a target business and to structure and complete the Business Combination cannot presently be ascertained with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target business with which a Business Combination

is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a Business Combination.

Fair Market Value of Target Business

The Nasdaq listing rules require that the target

business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in

the trust account at the time of the execution of a definitive agreement for our initial Business Combination.

Notwithstanding the foregoing,

if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

We currently anticipate structuring a Business

Combination to acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial

Business Combination where we merge directly with the target business or a newly formed subsidiary or where we acquire less than 100%

of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or

for other reasons, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to

be required to register as an investment company under the Investment Company Act.

Even if the post-transaction company owns or acquires

50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority

interest in the post- transaction company, depending on valuations ascribed to the target and us in the Business Combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding

capital stock of a target.

In this case, we could acquire a 100% controlling interest in the target;

however, as a result of the issuance

of a substantial number of new shares, our shareholders immediately prior to our initial Business Combination could own less than a majority

of our outstanding shares subsequent to our initial Business Combination.

If less than 100% of the equity interests or assets of a target

business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is

owned or acquired is what will be valued for purposes of the 80% of trust account balance test.

The fair market value of the target will be determined

by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential

sales, earnings, cash flow and/or book value).

The proxy solicitation materials or tender offer documents used by us in connection with

any proposed transaction will provide public shareholders with our analysis of the fair market value of the target business, as well as

the basis for our determinations.

If our board is not able to independently determine that the target business has a sufficient fair market

value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly

renders valuation opinions, with respect to the satisfaction of such criteria.

We will not be required to obtain an opinion from an investment

banking firm as to the fair market value if our board of directors independently determines that the target business complies with the

80% threshold.

Lack of Business Diversification

We may seek to effect a Business Combination with

more than one target business, although we expect to complete our Business Combination with just one business.

Therefore, at least initially,

the prospects for our success may be entirely dependent upon the future performance of a single business operation.

Unlike other entities

which may have the resources to complete several Business Combinations of entities operating in multiple industries or multiple areas

of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading

of risks or offsetting of losses.

By consummating a Business Combination with only a single entity, our lack of diversification may:

subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a Business Combination, and

result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

If we determine to simultaneously acquire several

businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its

business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our

ability, to complete the Business Combination.

With multiple acquisitions, we could also face additional risks, including additional burdens

and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional

risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating

Limited Ability to Evaluate the Target Business’

Although we intend to scrutinize the management

of a prospective target business when evaluating the desirability of effecting a Business Combination, we cannot assure you that our assessment

of the target business’ management will prove to be correct.

In addition, we cannot assure you that the future management will have

the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of our officers and directors,

if any, in the target business following a Business Combination cannot presently be stated with any certainty.

While it is possible that

some of our key personnel will remain associated in senior management or advisory positions with us following a Business Combination,

it is unlikely that they will devote their full-time efforts to our affairs subsequent to a Business Combination.

Moreover, they

would only be able to remain with the company after the consummation of a Business Combination if they are able to negotiate employment

or consulting agreements in connection with the Business Combination.

Such negotiations would take place simultaneously with the negotiation

of the Business Combination and could provide for them to receive compensation in the form of cash payments and/or our securities for

services they would render to the company after the consummation of the Business Combination.

While the personal and financial interests

of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company

after the consummation of a Business Combination will not be the determining factor in our decision as to whether or not we will proceed

with any potential Business Combination.

Additionally, we cannot assure you that our officers and directors will have significant experience

or knowledge relating to the operations of the particular target business.

Following a Business Combination, we may seek

to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we will have the

ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or

experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to

Approve an Initial Business Combination

In connection with any proposed Business Combination,

including the proposed Business Combination with Borealis, we will either (1) seek shareholder approval of our initial Business Combination

at a meeting called for such purpose at which shareholders may seek to convert their shares, regardless of whether they vote for or against

the proposed Business Combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the

trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of

a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount

then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein.

The decision as

to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their shares to us

in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction

and whether the terms of the transaction would otherwise require us to seek shareholder approval.

If we determine to engage in a tender

offer, such tender offer will be structured so that each shareholder may tender all of his, her or its shares rather than some pro rata

portion of his, her or its shares.

In that case, we will file tender offer documents with the SEC which will contain substantially the

same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules.

we seek shareholder approval or engage in a tender offer, we will consummate our initial Business Combination only if we have net tangible

assets of at least $5,000,001 either immediately prior to or upon consummation of such Business Combination and, if we seek shareholder

approval, a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination.

We chose our net tangible asset threshold of $5,000,001

to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act.

However, if we seek to consummate an

initial Business Combination with a target business that imposes any type of working capital closing condition or requires us to have

a minimum amount of funds available from the trust account upon consummation of such initial Business Combination, we may need to have

more than $5,000,001 in net tangible assets upon consummation and this may force us to seek third party financing which may not be available

on terms acceptable to us or at all.

As a result, we may not be able to consummate such initial Business Combination and we may not be

able to locate another suitable target within the applicable time period, if at all.

Public shareholders may therefore have to wait until

after the Extended Date in order to be able to receive a pro rata share of the trust account.

Our sponsor, initial shareholders, officers and

directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed Business Combination, (2) not to

convert any ordinary shares in connection with a shareholder vote to approve a proposed initial Business Combination and (3) not

sell any ordinary shares in any tender in connection with a proposed initial Business Combination.

None of our officers, directors, sponsor, initial

shareholders or their affiliates has indicated any intention to purchase units or Class A ordinary shares in the Initial Public Offering

or from persons in the open market or in private transactions.

However, if we hold a meeting to approve a proposed Business Combination

and a significant number of shareholders vote, or indicate an intention to vote, against such proposed Business Combination or that they

wish to convert their shares, our officers, directors, sponsor, initial shareholders or their affiliates could make such purchases in

the open market or in private transactions in order to influence the vote and reduce the number of conversions.

Notwithstanding the foregoing,

our officers, directors, sponsor, initial shareholders and their affiliates will not make purchases of ordinary shares if the purchases

would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation

of a company’s shares.

Conversion Rights

At any meeting called to approve an initial Business

Combination, public shareholders may seek to convert their shares, regardless of whether they vote for or against the proposed Business

Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account as of two business

days prior to the consummation of the initial Business Combination, less any taxes then due but not yet paid.

Alternatively, we may provide

our public shareholders with the opportunity to sell their Class A ordinary shares to us through a tender offer (and thereby avoid

the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account,

less any taxes then due but not yet paid.

Our sponsor, initial shareholders and our officers

and directors will not have conversion rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired

prior to the Initial Public Offering or purchased by them in the Initial Public Offering or in the aftermarket.

In addition, the holders

of the underwriter founder shares have agreed to waive their conversion rights with respect to the underwriter founder shares they hold.

We may require public shareholders, whether they are

a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent

or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s Deposit/Withdrawal At Custodian

System (the “DWAC System”), at the holder’s option, in each case prior to a date set forth in the proxy materials sent

in connection with the proposal to approve the Business Combination.

There is a nominal cost associated with the above-referenced delivery

process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent will typically charge the

tendering broker a nominal amount and it would be up to the broker whether or not to pass this cost on to the holder.

However, this fee

would be incurred regardless of whether or not we require holders seeking to exercise conversion rights.

The need to deliver shares is

a requirement of exercising conversion rights regardless of the timing of when such delivery must be effectuated.

However, in the event

we require shareholders seeking to exercise conversion rights prior to the consummation of the proposed Business Combination and the proposed

Business Combination is not consummated this may result in an increased cost to shareholders.

Any proxy solicitation materials we furnish to

shareholders in connection with a vote for any proposed Business Combination will indicate whether we are requiring shareholders to satisfy

such certification and delivery requirements.

Accordingly, a shareholder would have from the time the shareholder received our proxy statement

up until the vote on the proposal to approve the Business Combination to deliver his shares if he wishes to seek to exercise his conversion

This time period varies depending on the specific facts of each transaction.

However, as the delivery process can be accomplished

by the shareholder, whether or not he is a record holder or his shares are held in “street name,” in a matter of hours by

simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time

period is sufficient for an average investor.

However, we cannot assure you of this fact.

Please see the section titled “Item 1A.

Risk Factors — Risks Associated with Our Business — In connection with any shareholder meeting called to approve a proposed

initial Business Combination, we may require shareholders who wish to convert their shares in connection with a proposed Business Combination

to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior

to the deadline for exercising their rights ” for further information on the risks of failing to comply with these requirements.

Any request to convert such shares once made,

may be withdrawn at any time up to the vote on the proposed Business Combination or the expiration of the tender offer.

Furthermore, if

a holder of public shares delivered his certificate in connection with an election of their conversion and subsequently decides prior

to the applicable date not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically

or electronically).

If the initial Business Combination is not approved

or completed for any reason, then our public shareholders who elected to exercise their conversion rights would not be entitled to convert

their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any shares delivered by public

Limitation on Conversion upon Completion

of our Initial Business Combination if We Seek Shareholder Approval

Notwithstanding the foregoing, if we seek shareholder

approval of our initial Business Combination and we do not conduct conversions in connection with our initial Business Combination pursuant

to the tender offer rules, our Charter 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 Exchange Act),

will be restricted from seeking conversion rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public

Offering, which we refer to as the “Excess Shares.” We believe this restriction will discourage shareholders from accumulating

large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their conversion rights against a proposed

Business Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market

price or on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold

in the Initial Public Offering could threaten to exercise its conversion rights if such holder’s shares are not purchased by us

or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders’

ability to convert no more than 15% of the shares sold in the Initial Public Offering without our prior consent, we believe we will limit

the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial Business Combination,

particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth

or a certain amount of cash.

However, we would not be restricting our shareholders’ ability to vote all of their shares (including

Excess Shares) for or against our initial Business Combination.

Liquidation if No Business Combination

Our Charter provides that we will have until the

Extended Date to complete an initial Business Combination.

If we have not completed an initial Business Combination by such date, we 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 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account, including any interest not previously released to us but net of taxes payable, 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate,

subject (in the case of (ii) and (iii) above) to our obligations under Cayman Islands law to provide for claims of creditors

and the requirements of other applicable law.

Our sponsor, initial shareholders, officers and

directors have agreed that they will not propose any amendment to Charter (A) to modify the substance or timing of our obligations

with respect to conversion rights as described in this Annual Report or (B) with respect to any other provision relating to shareholders’

rights or pre-initial Business Combination activity, unless we provide our public shareholders with the opportunity to convert their

public shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust

account, including interest not previously released to us but net of taxes payable, divided by the number of then outstanding public shares.

This conversion right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, initial shareholders,

executive officers, directors or any other person.

We are required to seek to have all third parties

(including any vendors or other entities we engage after the Initial Public Offering) and any prospective target businesses enter into

agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account.

As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in

any liability extending to the trust.

We therefore believe that any necessary provision for creditors will be reduced and should not have

a significant impact on our ability to distribute the funds in the trust account to our public shareholders.

Nevertheless, Marcum LLP,

our independent registered public accounting firm, and the underwriters of our Initial Public Offering, will not execute agreements with

us waiving such claims to the monies held in the trust account.

Furthermore, there is no guarantee that other vendors, service providers

and prospective target businesses will execute such agreements.

Nor is there any guarantee that, even if they execute such agreements

with us, they will not seek recourse against the trust account.

Our sponsor has agreed that it will be liable to ensure that the proceeds

in the trust account are not reduced below $10.20 per share by the claims of target businesses or claims of vendors or other entities

that are owed money by us for services rendered or contracted for or products sold to us, but we cannot assure you that it will be able

to satisfy its indemnification obligations if it is required to do so.

We have not asked our sponsor to reserve for such indemnification

obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe

that our sponsor’s only assets are securities of our company.

Therefore, we believe it is unlikely that our sponsor will be able

to satisfy its indemnification obligations if it is required to do so.

Additionally, the agreement our sponsor entered into specifically

provides for two exceptions to the indemnity it has given:

it will have no liability (1) as to any claimed amounts owed to a target

business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they

may have in or to any monies held in the trust account, or (2) as to any claims for indemnification by the underwriters of the Initial

Public Offering against certain liabilities, including liabilities under the Securities Act.

As a result, if we liquidate, the per-share distribution

from the trust account could be less than $10.20 due to claims or potential claims of creditors.

We anticipate notifying the trustee of the trust

account to begin liquidating such assets promptly after our 18 th month and anticipate it will take no more than 10 business

days to effectuate such distribution.

The holders of the founder shares and private shares have waived their rights to participate in

any liquidation distribution from the trust account with respect to such shares.

There will be no distribution from the trust account

with respect to our warrants, which will expire worthless.

We will pay the costs of any subsequent liquidation from our remaining assets

outside of the trust account.

If such funds are insufficient, our sponsor has contractually agreed to advance us the funds necessary to

complete such liquidation (currently anticipated to be no more than approximately $15,000) and has contractually agreed not to seek repayment

for such expenses.

If we are unable to complete an initial Business

Combination and expend all of the net proceeds of the Initial Public Offering, other than the proceeds deposited in the trust account,

and without taking into account interest, if any, earned on the trust account, the initial per-share redemption price would be $10.20.

Our public shareholders shall be entitled to receive

funds from the trust account only in the event of our failure to complete a Business Combination within the required time period, if the

shareholders seek to have us convert or purchase their respective shares upon a Business Combination which is actually completed by us

or upon certain amendments to our Charter prior to consummating an initial Business Combination.

In no other circumstances shall a shareholder

have any right or interest of any kind to or in the trust account.

If we are forced to file a winding-up petition

bankruptcy case or a winding-up petition or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds

held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and

subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete

the trust account, we cannot assure you we will be able to return to our public shareholders at least $10.20 per share.

If we are forced to file a winding-up petition

bankruptcy case or a winding-up petition or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions

received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent conveyance.” As court could seek to recover all amounts received by our shareholders.

Furthermore, because

we intend to distribute the proceeds held in the trust account to our public shareholders promptly after the Extended Date, this may be

viewed or interpreted as giving preference to our public shareholders over any potential creditors with respect to access to or distributions

from our assets.

Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted

in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust

account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Our Charter contains certain requirements and

restrictions relating to the Initial Public Offering that will apply to us until the consummation of our initial Business Combination.

These provisions cannot be amended without the approval of a majority of our shareholders.

If we seek to amend any provisions of our Charter

(A) to modify the substance or timing of our obligations with respect to conversion rights as described in this Annual Report or

(B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity,

we will provide our public shareholders with the opportunity to convert their public shares upon the approval of any such amendment at

a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously

released to us but net of taxes payable, divided by the number of then outstanding public shares.

This conversion right shall apply in

the event of the approval of any such amendment, whether proposed by our sponsor, initial shareholders, executive officers, directors

or any other person.

Our sponsor, initial shareholders, officers and directors have agreed to waive any conversion rights with respect

to any founder shares, private shares and any public shares they may hold in connection with any vote to amend our Charter.

The following discussion reflects the business

of Borealis Foods, as currently embodied by Borealis Foods .

Borealis Foods is a food technology company that

has developed high-quality, affordable, sustainable, and nutritious ready-to-eat meals.

We are a mission-driven company committed to utilizing

our products to help solve the national and global food security and nutrition challenges.

Our commitment to nutrition, affordability,

and sustainability reflects our goal of positively impacting both human life and the planet.

Food and nutritional insecurity impact an estimated

821 million people across the globe, according to the World Health Organization.

Food production accounts for approximately 30% of the

world’s energy consumption and 22% of global greenhouse gas emissions.

Feeding the world’s population a healthy diet within

the earth’s boundaries requires an urgent transition to a sustainable model.

While the scale of the challenge is undeniably significant,

we believe our innovative technology not only offers a pathway to a more sustainable future, but a potential tool in the fight against

global malnutrition.

Borealis Foods has developed the first complete

protein dough containing all nine essential amino acids.

It entered the market with ready-to-eat meals, featuring 20 grams of complete

plant-based protein per serving, distributed through both retail and foodservice channels.

The Company also developed first of its kind

ambient ready-to-eat high-protein meals for U.S.

and global humanitarian food programs.

Borealis Foods’ innovative model and products

have allowed it to appeal to a broad range of consumers, positioning it to compete directly in the global ramen market, which was estimated

$54.6 billion global market in 2022 according to the Instant Noodles Global Market Report 2023.

The Company’s strategy includes

partnering with Non-Governmental Organizations (“ NGOs ”), government programs, and food service providers to offer these

and other products to institutional clients such as schools and other organizations that help feed those with insufficient access to nutritious

The Company’s innovative technology was

used in the development of its first vertical, ramen noodles.

Lovingly made in the U.S., Chef Woo and Ramen Express branded ramen noodles

are produced and packaged by the Company’s wholly-owned technologically advanced manufacturing company, Palmetto Gourmet Foods,

Nestled in scenic Saluda, South Carolina, the factory is one of the largest and most advanced ramen noodle

producers in North America.

With a widespread presence, Borealis Foods’ products are currently available in over approximately 22,000

points of distribution primarily in the U.S., Canada, Mexico, and Europe.

The products can be found across several channels of mass merchandisers

(Walmart), club stores (Costco and Sam’s Club), limited assortments retailers (Aldi and Save-a-lot), traditional supermarkets (Albertson,

Winn-Dixie, and Save Mart), regional retailer channels, and e-commerce distributors (Amazon and Walmart.com).

Research, development, and innovation are core

elements of our business strategy, which we see as a critical competitive advantage.

Through continuous R&D and partnerships with

other advanced food-tech companies, our team focuses on making continuous improvements to our existing technology and product formulations,

in addition to developing new products across our platform.

We intend to continue to invest in innovation,

supply chain capabilities, manufacturing, and marketing initiatives, as we believe the demand for our products will continue to accelerate

across retail and e-commerce channels.

In addition, we plan to develop additional channels for our products through NGOs, government programs,

and food services.

The Borealis Foods Strategic Difference

Unique Approach to the Product

We developed and launched the first plant-based

instant ramen meals providing 20 grams of complete protein per serving.

We believe our unique approach to making ready-made ramen makes

us a disruptor in one of the most widely consumed food categories.

Our Chef Woo ramen serves as a complete source

of protein because it includes all nine essential amino acids and provides over one-third of a person’s daily recommended protein

in one serving.

Complete proteins are essential to a healthy diet.

They contribute to muscle growth, repair, and maintenance and also

play a role in bolstering the immune system, aiding in the production of antibodies and enzymes that defend against infections and promote

faster healing.

Complete proteins are also involved in hormone production, helping to regulate various bodily functions, including metabolism

Our commitment to providing higher protein content in our ramen sets us apart from the other instant noodle cups on the market.

Additionally, we use a protein source that is free of anti-digestive factors that hinder protein digestibility, further enhancing the

bioavailability of the protein.

Plant-based protein is a highly convenient and

cost-effective source of protein which is hard to match from a cost perspective when compared to other sources of protein.

Legacy vegetarian

brands have typically aimed to compensate for poor taste appeal by positioning their products as a noble sacrifice — something consumers

should do for the benefit of their health, the environment, and/or animal welfare.

Our breakthrough product innovations have enabled a

paradigm shift in both marketing and target audience — tapping into the enthusiastic pull from mainstream consumers for delicious

and satisfying, yet better-for-you plant-based meals.

Our patent-pending technology can be deployed in other applications to make additional

high-protein ready-made meals and snacks.

Unique Approach to the Market

The ramen market has seen limited product innovation

and differentiation resulting from product positioning which generates low retail profit margins.

We are changing that paradigm with our

innovative food technology, providing consumers with a healthy, affordable, shelf-stable, convenient meal.

We are re-inventing instant

ramen noodles while maintaining flavor consistency, palatability, and affordability.

Our know-how allows us to customize products for

different subsets based on the desired dietary-specific requirements (i.e., high-fiber, gluten-free, high-protein, low sodium, keto-friendly,

and micronutrients).

We are focused on a multi-prong approach that consists of expanding our distribution through the following channels:

● Traditional Retail:

Remain focused on existing customers while expanding into new markets in the U.S., Canada,

Mexico, and Europe, and long-term expansion into South America and the Middle East.

● Non-Governmental Organizations:

Supply NGOs with sustainable and affordable high-protein meals with micronutrients

to help fight world hunger and malnutrition.

Our products are shelf-stable and low-cost compared to other foods with the equivalent amount

With inflation increasing the cost for NGOs to operate and purchase food, we believe our ready-made meals could be a tool

used to fight malnutrition, including vitamin and mineral deficiencies.

NGOs assist over 100 million people in over 120 countries and

territories across the world, creating a unique opportunity for us to supply large quantities of products and contribute to ending world

● Government Programs:

Supply schools with healthy, affordable, and sustainable lunch options.

children in America live in households without consistent access to adequate food.

Subsidized or free lunches provided by schools feed

approximately 30 million students each day.

Schools face procurement and cost challenges as well as specific nutritional requirements

for the food they provide.

Our innovative technology and products are well positioned to solve these challenges.

Our products are customizable

to meet the school’s specific nutritional requirements and can be mass-produced at an affordable cost.

In addition, the products

are shelf-stable with a long shelf life, helping to prevent food waste.

Supply militaries with an extra high-protein version of our products.

With our stable shelf

life and convenient preparation requirements, our products would be ideal for use as a field ration.

● Food Services:

Expand our products into the food services space as a healthy ready-made food option for

convenient grab-and-go meals.

● Hospitals & Nursing Homes:

Supply hospitals and care facilities with a variety of dietary-specific

healthy products (i.e., high-fiber, high-protein, low sodium with micronutrients).

Our technology allows our products to be customized

to meet the specific nutritional needs of patients and facility operators.

We were founded in 2019 with a vision of building

sustainable, affordable, and nutritious food products.

This vision was developed in response to growing global challenges in the areas

of health, climate change, natural resource use, and helping find an affordable option to fight world hunger.

Our Co-Founder and CEO, Reza Soltanzadeh, a medical

doctor by training, entered the business world after devoting his time to helping malnourished men, women, and children in remote villages

of India to the science of affordable and nutritious food.

Soltanzadeh has over 28 years of experience in the field of food sciences

and food mass production.

Soltanzadeh was the CEO of IIIC Investment Group for 13 years, an emerging market multi-billion dollar food-focused

buyout firm, leading category consolidations to bring scale and efficiency resulting in low-cost production in highly fragmented food

Soltanzadeh was intrigued by the ramen craze taking place around the globe, observing the universal appeal of the noodle

dish he saw an opportunity to marry his passion for the environment and the fight against world hunger by creating an affordable plant-based,

high-protein ramen.

Our other Co-Founder and Non-Executive Chairman,

Barthelemy Helg, an attorney by training, has focused his career on the food and biotech industries.

Helg was Vice-President at Nestle

overseeing Mergers and Acquisitions — contributing notably to the advancement of Nestle’s pet food division.

founded several companies in the food industry, and through his network and relationships, he has been instrumental in developing partnerships

with food-tech companies and investors for us.

Fascinated with the food-tech revolution, our

Co-Founders focused on opportunities for a more sustainable and affordable way to provide high-protein meals to consumers.

trying to invent a new product category, they focused on improving and transforming an existing, highly popular product, ultimately identifying

a high-protein and plant-based ramen as the ideal opportunity and solution.

Our ramen takes the delicious food loved by many and upgrades

it with added nutrients, enriching the comforting bowl of instant ramen.

This reimagined ramen captures the same satisfying ramen feeling

with a makeover of better ingredients and crafted flavors for a more nutritious and equally delicious product.

Chef Woo Ramen was named

after Song Sao Wu, the legendary female chef from ancient China, whose soup became so famous that it lifted her community out of hard

Like its namesake, Chef Woo Ramen is attempting to lift the global community by contributing to a more sustainable planet while

combating world hunger.

We have built a core team with experts across

the food industry.

Through our acquisition of PGF, we acquired a manufacturing and distribution facility capable of producing 600 million

meals per year.

We aim to develop food that will create lasting benefits for society and the environment.

Market Opportunity

We operate in the large global food industry.

Instant noodle products are our first (currently only) vertical.

Instant ramen noodles are one of the most widely consumed packaged foods

enjoyed by over 5 billion people in an estimated $54.6 billion global market in 2022.

The ramen noodle market is estimated to grow at

a CAGR of 5.80% during 2023-2028 to reach approximately $70 billion by 2028.

Our core target market is North America, which ranks sixth

in the world for consumption of instant noodles.

In 2022, according to the World Instant Noodles Association, the global demand for instant

noodles was over 100 billion servings.

Various industry studies indicate that consumers

want healthier and more convenient food options.

We believe our innovative food offerings converge with consumer trends and demands for

great-tasting, wholesome, plant-based foods made from sustainably sourced ingredients, including preferences for vegetarian, vegan, and

organic lifestyles.

The United States is experiencing a trend where consumers are willing to pay a premium for U.S.

there is a growing concern over quality, ingredient origins, contaminants, and questionable labor policies.

A Reuters poll in 2017 found

70% of Americans think it is “very important” or “somewhat important” to buy U.S.-made products.In addition, 68%

of global consumers are more likely to purchase food products that are locally grown and produced.

Further research shows that North American

plant-based protein consumers will drive the premium product category — growing at a faster pace over the next five years.

We believe we can capture an increased share of

the broader U.S.

instant meals and plant-based protein category, supported by a number of key drivers, including the amount of protein

included in its products, continued mainstream acceptance of its products with the instant meal consumer, heightened consumer awareness

of the role that food and nutrition play in long-term health and wellness, and growing concerns related to the negative environmental

effects of meat-based proteins.

We believe there is significant demand for our

products across the globe in retail and e-commerce channels, as well as the potential to source NGOs and government programs with nutritious,

sustainable, and affordable high-protein food.

In markets excluding Canada and the U.S., the number of instant noodles consumed has continued

to grow worldwide.

Our initial international target markets include expansion into Europe and Mexico with further future expansion in

South America and the Middle East, where we have received strong inbound interest for our instant noodle products.

Millennials and young

adults make up the largest consumer group, together consisting of approximately 4.9 billion people worldwide as of the end of 2019, according

to market research.

These generations possess a strong understanding of health and environmental issues, and they demonstrate their focus

on these issues through their on-shelf purchase decisions.

In addition, market studies have found that consumers are four to six times

more likely to purchase and champion purpose-driven companies.

The lasting impacts of the pandemic, geopolitical

issues, and high inflation have had a negative impact on the economy.

As a result, the cost of animal-based protein has increased making

our planet-based high-protein meals an accessible and healthy alternative for consumers.

Environmental Impact

Consumer interest in plant-based foods, particularly

among millennial and younger generations, has been driven in part by growing awareness of the health and environmental impact that animal-based

proteins have on the environment.

We believe that, now that consumers have access to unprecedented levels of information provided via

the Internet and social media channels, global awareness of these issues will continue to grow and have a positive impact on consumer

demand for our products.

The global livestock industry is estimated to

be responsible for a significant portion of global greenhouse gas emissions, such as methane and nitrous oxide.

Estimates range from 18%

The landmark Intergovernmental Panel on Climate Change (“ IPCC ”) Report highlighted that climate change is expected

to cause “severe, widespread, and irreversible impacts” on the natural environment unless carbon emissions are cut sharply

The report highlighted behavioral changes, which include dietary changes such as eating less meat, can play a significant

role in cutting emissions.

Rising global meat consumption and livestock production

have been shown to have major negative impacts on the environment due to the burden placed on land and water resources.

According to the

Food and Agriculture Organization (“ FAO ”), livestock occupies 30% of the planet’s land surface and accounts for

78% of all agricultural land use.

The World Resources Institute (“ WRI ”) Water Report also indicates that 29% of the

water in agriculture is directly or indirectly used for animal production.

Meat consumption is also burdensome on the environment in terms

of production inputs.

According to the WRI Water Report, beef is highly inefficient to produce because only 1% of the feed consumed by

cattle is converted to calories that people consumed from eating beef while pork converts approximately 10% and poultry converts approximately

11% of feed to human-edible calories.

In 2021, we engaged the University of Michigan

to conduct a peer-reviewed, third party-led Life Cycle Assessment comparing the environmental impact of animal-based protein sources against

our plant-based protein sources as well as our competitors in the plant-based space (the “ Assessment ”).

In particular,

this study focused on greenhouse gas emissions, fossil energy use, land use, and water use against suppliers of meals with an equivalent

amount of protein derived from meat.

Part of the Assessment was to provide an estimate of the environmental performance of replacing meat

consumption with the consumption of plant-based instant ramen noodles.

The Assessment shows that when comparing an equivalent provision

of protein, the greenhouse gas emissions are significantly less than beef or pork and somewhat less than the meat replacement product

Beyond Burger.

The fossil energy use is significantly less than beef and somewhat less than pork and a Beyond Burger.

The land use is

significantly less than beef.

Water use is significantly less than beef and pork and somewhat less than chicken.

The conclusion from the

report is that Chef Woo ramen’s 20 grams of plant-based protein led to significantly fewer impacts across all categories when measured

against beef, significantly less greenhouse gas emissions and water use when measured against pork, and somewhat less greenhouse gas emissions

and water use when comparing against chicken and Beyond Burger.

Competitive Strengths

We are on a mission to make good healthy food

that is accessible and affordable to all.

At the core of our business model is sustainability, which means ensuring what is good for people

is also good for the planet.

Our first product line, ramen, takes the delicious food loved by many and upgrades it with added nutrients,

enriching the comforting bowl of instant ramen.

This reimagined ramen can be customized to meet the specific nutritional requirements

of many different consumer subsects.

It can be mass-produced at an affordable cost, creating a unique opportunity for us to expand our

distribution to other avenues beyond traditional retail.

Focus on Innovation

We intend to increase our investment in product

development capabilities to continue to innovate within our core product categories.

In addition to the development of plant-based proteins,

we are looking to expand our product line into high-fiber, gluten-free, low-carb, and keto-friendly products.

We also intend to increase

our investment in product development to address emerging market demands and food trends for healthy plant-based high-protein snacks.

Our continued investment in our technology will allow for increased investment into various food markets.

We are committed to providing

healthy, plant-based high-protein meals not only to the everyday consumer but to those who would otherwise not be able to purchase quality,

nutritious foods through our low-cost efforts and collaboration with NGOs and governmental organizations.

Mission Aligned with Consumer Trends

We believe that our products align with current

major food trends, with our plant-based ramen meeting the demands of consumers who seek to follow a natural and “cleaner-label”

Moreover, our products are kosher, halal, vegan, and vegetarian certified, which management believes will broaden our appeal to

those consumers as well as those who wish to follow a vegetarian or vegan diet.

We believe that the plant-based food category

will continue to grow based on studies which show that nearly half of U.S.

consumers want to eat more plant-based foods.

The number of

people eating plant-based alternative foods has nearly doubled over the last decade.

Experienced and Passionate Executive Team

Our founders assembled a multidisciplinary team

with in-depth knowledge and experience gained from diverse career paths and backgrounds to execute the founders’ passion for feeding

and nourishing people while supporting a more sustainable planet.

We are led by a proven and experienced management

Reza Soltanzadeh, our CEO and Co-Founder has over 28 years of experience in the field of food sciences and food production, both

in management roles and as an investor.

He has an extensive track record of successful involvement with multibillion-dollar food-focused

company mergers and acquisitions and green-stage investments.

Barthelemy Helg is a Co-Founder and serves as

the Non-Executive Chairman of the Board of Directors.

Helg, has over 25 years of experience in various industries, including the food

industry and the biotech industry, working at Nestle S.A.

overseeing numerous mergers and acquisition transactions.

Helg co-founded

a biotech company which focused on treatment of rare autoimmune diseases and has extensive experience working with entrepreneurial companies

and his wide-ranging experience in the food industry.

Growth Strategy

Growth Across Distribution Channels

We believe there is a significant opportunity

to expand beyond our current retail and e-commerce footprint.

Our early focus was the establishment of a presence in retail channels,

highlighted by the successful penetration into 22,000 points of distribution across Canada, Europe, Mexico, and the U.S.

The long-term

plan includes potential expansion into South America and the Middle East.

We believe increased distribution will lead more consumers to

purchase our products.

We have developed a strategy to pursue growth

within the following distribution channels:

Building on the success of Chef Woo, we intend to increase our presence as the first plant-based

high-protein offering on the ramen shelf.

We have a strong presence at leading food retailers, including across channels of mass merchandisers

(Walmart), clubs (Costco), limited assortments retailers (Aldi and Save a Lot), and traditional supermarkets (Albertson, Winn-Dixie, Save

Mart), as well as e-commerce distributors (Amazon and Walmart.com) that continue to grow.

We have recently expanded our product distribution

to include pharmacies and drug stores (CVS and Rite Aid).

We have a significant opportunity to grow our sales within Canadian and U.S.

retail by focusing on increasing sales at our existing points of distribution.

We also expect to grow our retail distribution by establishing

commercial relationships with new customers.

● Non-Governmental Organizations :

We aim to become a meal supplier to NGOs.

Our sustainable and affordable

high-protein shelf-stable meals have the potential to be a powerful tool in the fight against world hunger and malnutrition.

● Government Programs :

We supply U.S.

schools with healthy and affordable lunch options.

face procurement and cost challenges as well as specific nutritional requirements for the food they provide.

Our products are well positioned

to solve these challenges.

Our high-protein plant-based products are customizable to meet the school’s specific nutritional requirements

and can be mass-produced at an affordable cost.

We see an opportunity to supply militaries with an extra high-protein version of our

With our stable shelf life and our convenient preparation requirement, our products would be ideal for use as a field ration.

● Food Services :

Expand our products into the food services space as a healthy ready-made food option.

● Hospitals & Nursing Homes :

Supply hospitals and care facilities with a variety of dietary-specific

healthy products.

Our products can be customized to meet patients’ specific nutritional requirements and can be mass-produced at

an affordable cost.

Invest in Infrastructure and Capabilities

We are committed to prioritizing investment in

our infrastructure and capabilities.

As a fast-growing company, we continue to make significant investments in hiring the best people,

maximizing our supply chain capabilities, and optimizing our systems in order to establish a sustainable market-leading position for the

long-term future.

We make continuous efforts to enhance our manufacturing facility in Saluda, South Carolina, which has allowed us to

significantly increase our production capacity.

We are constantly evaluating and improving our supply chain processes and partnerships

so that we can increase manufacturing efficiencies and quality while reducing costs.

In addition to our efforts to enhance our manufacturing

facility, we are working to convert our facility to operate on solar power.

Our goal is to be able to power our entire facility using

only renewable energy — thus becoming Scope two carbon neutral.

Expand Product Offerings

The successes of our ramen products have confirmed

our belief that there is significant demand for additional plant-based high-protein, sustainable, and affordable products.

strengthen our product offering by improving the formulations for our existing portfolio of products and by creating new products that

expand the portfolio.

We are continuously refining our products to improve their taste, texture, and aroma.

In addition, we are committed

to increasing our investment in research and development to continue to innovate within our core platform to create exciting new product

lines such as snacks and improve the formulations for our existing portfolio of products.

Continue to Grow the Brand

We continue to develop brand awareness of Chef

We plan to continue to create relevant content with our network of celebrities, influencers, and brand ambassadors, who will help

build significant brand awareness for us by supporting our mission and products and incorporating our products into their daily lifestyle.

Remain Mission Focused

We are a mission-driven business.

to operate in a socially responsible and environmentally sustainable manner and are committed to making a positive impact on both

human life and the planet.

Our principal products include:

● Chef Woo super premium High-Protein instant ramen with 20 grams of plant-based complete protein

that is kosher, halal, vegan, and vegetarian certified, egg and dairy-free, TBHQ and added MSG free, and available in the following flavors:

Roasted Chicken, Braised Beef, Spicy Tequila Lime, Thai Lemongrass, Sweet Chili Togarashi, and Chili Chicken.

● Ramen Express premium ramen that is kosher, halal, vegan, vegetarian certified, egg and dairy-free,

and TBHQ and added MSG free, and comes in the following flavors:

Chicken Flavor, Beef Flavor, Shrimp Flavor, Hotter & Spicier, Lime

& Chili Shrimp Flavor, Hot & Spicy Chicken Flavor, Hot & Spicy Beef Flavor, Hot & Spicy Shrimp Flavor, Magic Noodles,

and Soy Sauce Flavor.

Customers and Distributors

We remain focused on addressing existing demand

from current customers and expanding our business with these customers.

Our products are distributed in major retail partner locations

across the U.S., Canada, Mexico and Europe, including approximately 18,000 stores in the U.S.

including Walmart, Costco, Albertsons, and

Aldi and approximately 3,300 stores in Canada.

We remain focused on expanding our presence on

Amazon and Walmart.com and growing these channels as a bigger stream of revenue.

Expansion to New Geographic Markets

We expanded our distribution into Europe in the

fourth quarter of 2023.

We intend to explore opportunities to expand our products in the long term in South America and the Middle East.

Material Agreements with Key Customers

We have customer concentration in two retail customers,

including Walmart Inc.

(“ Walmart ”) and Costco Wholesale Corporation (“ Costco ”) and one co-manufacturing

customer, United Exchange Corporation (“ UEC ”).

The terms of the material agreements with these principal retail and

co-manufacturing customers are as follows:

On February 26, 2020, our subsidiary, Palmetto

Gourmet Foods, Inc.

(“ PGF ”), and Walmart entered into a Supplier Agreement.

The Supplier Agreement provides the basic

terms under which, from time to time, Walmart may order merchandise to be supplied by PGF and does not impose a requirement on Walmart

to order any prescribed amount of merchandise.

All payment terms are set forth in the business terms in the Supplier Agreement.

event of a reduction in price of PGF’s merchandise, under the Supplier Agreement, Walmart is entitled to that reduction in price

for any existing merchandise on hand, in warehouses or in transit.

PGF is responsible for verifying the accuracy of all terms of sale

on all orders placed by Walmart.

Under the Supplier Agreement, PGF is to send to Walmart invoices electronically for all merchandise requested.

The Supplier Agreement provides that PGF, at its own cost, is required to obtain and maintain insurance coverage during the term of the

Supplier Agreement, and in the two years after.

In addition, PGF must indemnify Walmart from claims or actions relating to, among others,

intellectual property, personal injury, property damage and violations of law.

The Supplier Agreement continues in effect until terminated

by either party on 30 days’ notice for cause or convenience.

Costco Wholesale Corporation

On January 29, 2021, PGF and Costco entered into

a Basic Supplier Agreement.

The Basic Supplier Agreement provides the essential terms under which, from time to time, Costco may order

products to be supplied by PGF and does not impose a requirement on Costco to order any prescribed amount of products.

The Basic Supplier

Agreement requires PGF to comply with all Costco’s packaging and payment requirements and to supply an invoice within six months

after the products are delivered.

Costco retains the right to cancel late shipments.

PGF must obtain and maintain insurance coverage at

its own expense during the term of the Basic Supplier Agreement.

The Basic Supplier Agreement provides Costco the right to reject or return

to PGF any of PGF’s products.

Under the Basic Supplier Agreement, PGF must indemnify Costco from claims or actions relating to,

among others, intellectual property, personal injury, property damage, breach of contract and violations of law.

Under the Basic Supplier

Agreement, Costco reserves the right to inspect PGF’s premises, among other things, with respect to quality, safety, worker protection,

supply chain security and other matters relevant to PGF’s products.

In addition, PGF has provided Costco with record inspection

rights and rights to confer on violations of law.

The Basic Supplier Agreement provides that Costco can terminate its relationship with

PGF, in its sole right, for any violation or unsatisfactory performance under the supplier code of conduct.

United Exchange Corporation

On January 23, 2020, PGF and UEC entered into

a Contract Manufacturing Agreement.

The Contract Manufacturing Agreement provides the essential terms under which, from time to time,

UEC may order products to be supplied by PGF.

Under the Contract Manufacturing Agreement, PGF must provide UEC with 30 days’ written

notice for an increase in pricing on any products.

The Contract Manufacturing Agreement provides that PGF must obtain and maintain product

liability insurance coverage at its own expense during the term of the Contract Manufacturing Agreement.

Under the Contract Manufacturing

Agreement, PGF must indemnify UEC from claims or actions relating to product liability, personal liability, property damage or other claims

relating to the manufacture of the products.

The Contract Manufacturing Agreement automatically renews each year for one additional year

term unless terminated by either party on 90 days’ written notice prior to the expiration of such term.

Sourcing and Suppliers

The principal ingredients used to manufacture

our chef woo product include pea protein, organic flour, sunflower oil, and our plant-based flavors.

We procure our packaging materials

from a number of different suppliers.

Although most of the raw materials we require are typically readily available from multiple sources,

we rely on one single source supplier, Puris Foods, for the pea protein used for our ramen products.

We continue to expand our supply chain to ensure

the certainty of supply of the highest quality raw materials that meet our requirements for quality.

We secure our supplies on a purchase-order basis.

As most of the raw materials we use are readily available in the market from many suppliers, we believe that we can within a reasonable

period of time make satisfactory alternative arrangements in the event of an interruption of supply from our vendors.

Manufacturing

We fully own our manufacturing facility located

in Saluda, South Carolina, operated by our wholly-owned subsidiary, PGF.

The advanced production facility is over 200,000 square feet.

The facility is British Retail Consortium or (“ BRC ”) AA+ rated food-grade facility certified.

Currently, there are

four fully automated cup and pillow production lines with advanced high-speed packaging machinery.

There is the capacity to host six instant

noodle production lines capable of producing 600 million meals per year.

We believe our current facility is adequate to meet ongoing demand

and is capable of hosting additional production lines to support our future ramp-up.

In addition, we are in the process of obtaining permits

to convert to solar power in hopes of becoming Scope two carbon neutral.

Food Safety and Quality Control

We utilize a comprehensive food safety and quality

management program, which employs strict manufacturing procedures, expert technical knowledge of food safety science, employee training,

ongoing process innovation, use of quality ingredients, and both internal and independent auditing.

Our Saluda, South Carolina facility has a Food

Safety Plan (“ FSP ”) that focuses on preventing food safety risks and is compliant with the requirements set forth under

the Food Safety Modernization Act or (“ FSMA ”).

In addition, our facility has at least one Preventive Controls Qualified

Individual who has successfully completed training in the development and application of risk-based preventive controls at least equivalent

to that received under a standardized curriculum recognized by the FDA.

Our manufacturing site and suppliers comply with

the Global Food Safety Initiative.

Our manufacturing site is certified against a standard recognized by BRC AA+.

These standards are integrated

food safety and quality management protocols designed specifically for the food sector and offer a comprehensive methodology to manage

food safety and quality.

Certification provides an independent and external validation that a product, process or service complies with

applicable regulations and standards.

In addition to third-party inspections of our

facility, we have instituted audits to address topics such as allergen control;

ingredient, packaging, and product specifications;

Under FSMA, our manufacturing facility is required to have an FSP and a Hazard Analysis Critical Control Plant plan that identifies

critical pathways for contaminants and mandates control measures that must be used to prevent, eliminate, or reduce relevant food-borne

Distribution of our products occurs from our in-house

manufacturing facilities in Saluda, South Carolina.

The 75,000 square feet facility has the capacity to store over 150 truckloads of finished

goods, ideal for supplying large national retailers.

The facility is strategically located near rail, intermodal, and port distribution

Our products are transferred by third-party logistics providers to distribution centers or are directly shipped to the customer.

At present, we do not utilize internal software to track loads but leverage the systems of our transportation partners to manage our supply

chain through retail distribution.

Sales and Marketing and Consumer Outreach

We have a hybrid sales organization that uses

sales agencies and brokers to cover our accounts.

The sales agency has an extensive range of experience and provides many resources such

as syndicated data, retail coverage, and schematic planogram merchandising (“ POG ”).

In addition, the sales team works

in close coordination with a national network of broker and distributor sales teams that provide us access to accounts across the United

States, Canada, and Europe.

Our marketing efforts take on a multi-channel

approach to ensure multiple touch points with our consumers.

Our customer and demographic profile for the product category and age range

is broad (18 – 55+).

As a result, our targeting is based on mindset and universal attitudes that can be common across many demographics.

● Ramen Express — caters to the college crowd and cost-conscious families who desire a healthy alternative

to traditional instant ramen at an affordable price.

This product is vegetarian friendly as well as Kosher and Halal.

● Chef Woo — targets home chefs, millennials wanting purpose-driven products, and health/fitness enthusiasts

wanting healthier lifestyle choices with a plant-based and organic focus.

Our marketing strategy is to connect with our

customer base in a genuine, authentic manner that aligns with similar aspirations of our demographic by creating products that are tasty,

healthy, affordable, made in a sustainable way, and have a positive impact on the environment.

Our marketing activities include ongoing social

media including Instagram and user-generated content on TikTok.

● Social media has been the foundation for finding and engaging consumers.

We have experienced steady growth

in our following, including engagement with audiences beyond our core group.

Since our inception, followers have grown more than 1,500%

and continue to grow.

Content is refreshed weekly with recipes and interesting posts about the products.

● We utilize influencers at various levels to help expand our customer base.

By specifically engaging influencers

that include home chefs, fitness celebrities and everyday consumers We have been able to connect with a wider audience.

● Our ultimate influencer is renowned Celebrity Chef Gordon Ramsay.

● Chef Gordon Ramsay endorses and aligns with our vision of providing accessible healthy, nutritious, and

tasty food to the world.

We have partnered with Mr.

Ramsay to promote the Chef Woo brand in various capacities.

As our official brand

ambassador, Mr.

Ramsay, will work with us to develop new products.

● Targeted Digital Advertising is used on an ongoing basis to support retail sales as well as brand awareness.

We recently announced our participation with Feeding America®,

the largest U.S.

domestic hunger-relief organization, in a program to provide meals to persons facing hunger through the Sam’s Club

“Fight Hunger.

Spark Change.” Campaign.

This initiative has made our Chef Woo products available in the nearly 600 Sam’s

We operate in a highly competitive environment.

We believe that we compete with both plant-based protein brands producers, such as Beyond Meat, Tattooed Chef, and Impossible Foods as

well as traditional ramen producers, such as Nissin Foods, Maruchan, and other ramen brands.

We believe the principal competitive factors

in our industry are:

● Nutritional profile

● Ingredients

● Convenience

● Brand awareness and loyalty among consumers

● Product variety and packaging

● Access to major retailer shelf space and retail locations

● Intellectual property protection on products

We believe we compete effectively with respect

to each of these factors.

However, many companies in our industry have substantially greater financial resources, more comprehensive product

lines, broader market presence, longer standing relationships with distributors and suppliers, longer operating histories, greater production

and distribution capabilities, stronger brand recognition, and greater marketing resources than we have.

As of December 31, 2023, we had 176 full-time

employees, including 159 in manufacturing operations, two in research and development, five in sales and marketing, two in human resources

and eight in finance and legal.

Our employees are all employees at will and are not subject to any collective bargaining agreements.

Intellectual Property

We own trademarks, trademark applications, registrations,

and other proprietary rights that are important to our business.

Depending upon the jurisdiction, trademarks, and their corresponding

registrations are valid if they are used in the regular course of trade and/or their registrations are properly maintained.

primary trademarks include the “Chef Woo Ramen” and “Ramen Express”.

We aggressively protect our intellectual property

rights by relying on trademark, copyright, trade dress, and trade secret laws.

We own several domain names.

We do not have any issued patents but have two

patent applications pending.

We consider our marketing and products as a trade

secret and thus, keep this information confidential.

In addition, we consider proprietary information related to formulas, processes,

know-how, and methods used in production and manufacturing as trade secrets.

We believe we have taken reasonable measures to keep the

aforementioned items reasonably protected, and they are, accordingly, not readily ascertainable by the public.

We have generally experienced in the past, and

expect to continue to experience, seasonal fluctuations in our retail sales as a result of consumer and customer spending patterns.

Historically,

the months of August to September and January to March result in the greatest retail sales due to back-to-school purchasing in the fall

and renewed consumer focus on healthy living following New Year’s Day.

We believe these consumer spending patterns are driven primarily

by the predisposition of consumers to adjust their approach to nutrition at certain times of the year.

We are unique in that our innovative

technology allows us to tailor our products to specific nutritional needs allowing us to potentially access alternative distribution channels

e.g., NGOs, government programs, militaries, and hospitals.

Over time, these potential additional distribution channels should help reduce

the seasonal fluctuations in our retail sales.

Government Regulation

Along with our brokers, distributors, ingredients,

and packaging suppliers, we are subject to extensive laws and regulations in the U.S.

by federal, state, and local government authorities.

In the United States, the primary federal agencies governing the manufacturing, distribution, labeling, and advertising of our products

Food and Drug Administration, or FDA, and the U.S.

Federal Trade Commission, or FTC.

Under various federal statutes and implementing

regulations, these agencies, among other things, prescribe the requirements and establish the standards for quality and safety and regulate

our product composition, manufacturing, labeling, and other marketing and advertising to consumers.

Among other things, the facility in

which our products and ingredients are manufactured must register with the FDA, comply with current good manufacturing practices, or cGMPs,

and comply with a range of food safety requirements established by and implemented under the Food Safety Modernization Act of 2011.

FDA has the authority to inspect our facility to evaluate compliance with these requirements.

The FDA also requires that certain nutrition

and product information appear on our product labels and, more generally, that our labels and labeling be truthful and non-misleading.

Similarly, the FTC requires that our marketing and advertising be truthful, non-misleading, and not deceptive to consumers.

restricted from making certain types of claims about our products, including nutrient content claims, health claims, and claims regarding

the effects of our products on any structure or function of the body, whether express or implied unless we satisfy certain regulatory

requirements.

Available Information

Our website address is www.borealisfoods.com.

The contents of, or information accessible through, our website are not incorporated by reference herein and are not a part of this Annual

We make our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on

Form 8-K and all amendments to those reports, as well as beneficial ownership filings available free of charge on our website under the

“Investors,” “Financials” section as soon as reasonably practicable after we file such reports with, or furnish

such reports to, the SEC.

We may use our website as a distribution channel

of material information about us.

Financial and other important information about us is routinely posted on and accessible through the

Investors section of our website at www.investors.borealisfoods.com/overview/default.aspx.

Risk Factors.

You should consider carefully the risks and

uncertainties described below, together with all of the other information contained in this Annual Report.

If any of the following events

occur, our business, financial condition and operating results may be materially adversely affected.

In that event, the trading price

of our securities could decline, and you could lose all or part of your investment.

The risks and uncertainties described below are not

the only ones we face.

Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also

become important factors that adversely affect our business or results of operations .

Risks Related to Our Business

We have a limited operating history which

makes it difficult to evaluate our business and prospects.

We have a limited operating history, which makes

it difficult to evaluate our business and prospects to forecast our future results.

We were founded in 2019.

Although we have experienced

substantial revenue growth on an annual basis, we have incurred losses since inception.

As of December 31, 2023, we had an approximate

accumulated deficit of $65.82 million USD.

There can be no assurance that revenue growth will continue in the future.

In addition, we

may experience substantial fluctuations in operating results in the future caused by various factors, including:

● general economic conditions;

● specific economic conditions in the food and agriculture industry;

● the impact of inflation and rising interest rates across the economy, including higher food, grocery,

raw materials, transportation, energy, labor and fuel costs;

● increases in the price of raw materials, labor, wages or other inputs that our suppliers use in manufacturing

and supplying products, along with logistics, transportation, shipping and other related costs, may lead to higher production and shipping

costs for our products.

Any increase in the cost of inputs to our production could lead to higher costs for products in retail channels

and could negatively impact our operating results and future profitability;

● the introduction of new products by us or our competitors;

● the mix of products sold and the mix of channels through which those products are sold.

As a strategic response to a changing competitive

environment, we may elect from time to time to make, among other things, certain pricing, product, or marketing decisions, and any such

decisions could have a material adverse effect on our periodic results of operations, including revenue and profits from quarter to quarter.

The war in Ukraine, and the sanctions in

place, could adversely affect global energy and financial markets thus potentially affecting our business and customers.

The outbreak of war in Ukraine has already affected

global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could

result in protracted and/or severe damage to the global economy.

Russia’s military interventions in Ukraine have led to, and may

lead to, additional sanctions being levied by the United States, European Union, and other countries against Russia.

Russia’s military

incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the global markets,

our customers’ businesses and potentially our business.

At this time, we (i) do not have any direct business or contracts with any

Russian or Ukraine entity as a supplier or customer, (ii) do not have any knowledge whether any of our customers or suppliers have any

direct business or contracts with any Russian entity, (iii) do not believe that our business segments, products, lines of service, projects

or operations are materially impacted by supply chain disruptions resulted from the war in Ukraine, and (iv) have not been materially

financially affected by the war in Ukraine.

The extent and duration of the military action, sanctions, and resulting market disruptions

are impossible to predict, but could be substantial.

Any such disruptions caused by Russian military action or resulting sanctions may

magnify the impact of other risks described in this section.

We cannot predict the progress or outcome

of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control.

Prolonged unrest,

intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy,

and such effect could in turn have a material adverse effect on our business, financial condition, results of operations, and prospects.

We do not anticipate any new or heightened risk

of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine, and we have not taken any actions to mitigate

such potential risks.

Our management team will continue to monitor any potential risks that might arise due to the war in Ukraine which

are specific to us, including but not limited to risks related to cybersecurity, sanctions, and supply chain, suppliers, or service providers

in affected regions.

Our independent registered public accounting

firm has expressed substantial doubt about our ability to continue as a going concern.

Our historical financial statements have been prepared under the assumption

that it will continue as a going concern.

Our registered public accounting firm has issued a report on our financial statements for the

years ended December 31, 2023 and 2022, that includes an explanatory paragraph expressing substantial doubt in our ability to continue

as a going concern.

Our ability to continue as a going concern is dependent on our ability to obtain additional equity or debt financing.

Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

However, if adequate funds

are not available to us when we need them, we could go into default on our outstanding indebtedness, which would, in turn, permit our

creditors to enforce remedies against us and cause us to consider reducing, discontinuing, or selling operations or seeking protection

from creditors, and further raise substantial doubt about our ability to continue as a going concern.

The doubt regarding our potential

ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all.

Additionally,

if we are unable to continue as a going concern, our shareholders may lose some or all of their investment in Borealis Foods.

We face market competition, and if we are

unable to compete effectively with our competitors, our business and operating results could be materially adversely affected.

The food and agriculture business

is highly competitive, and faces increased competition as a result of consolidation, channel proliferation, and the growth of online food

retailers and new market participants.

Currently, the leading providers of food and agriculture products include large food and agriculture

companies, as well as a number of smaller companies.

Many of these companies possess financial resources significantly greater than those

of ours, and accordingly, could initiate and support prolonged price competition to gain market share.

In particular, the large food

and agriculture companies could significantly undercut our pricing for our products.

If significant price competition were to develop,

we likely would be forced to lower our prices, possibly for a protracted period, which would have a material adverse effect on our financial

results and could threaten our economic viability.

In addition, many of these large competitors possess marketing, agricultural and food

processing resources greater than those of ours.

Smaller competitors, although often faced with financial barriers, typically compete

on the basis of their ability to create niche markets by rapidly introducing products of interest to local customers and then expanding.

The resulting price pressure and niche loyalties present substantial competitive challenges for us.

A significant portion of our revenue is

concentrated with a limited number of customers.

A significant portion of our revenue is concentrated

with a limited number of customers.

Approximately 74% of our total revenue was derived from three customers.

A disruption in our relationship

with any one of these customers could materially adversely affect our business, results of operations, cash flows, and financial position.

We could experience fluctuations in our customer base or the mix of revenue by customers as markets and strategies evolve or are affected

by changes in the general economy or the food industry among other things.

Our customers’ demand for our products may fluctuate

due to factors beyond our or any such customer’s control.

For example, in 2023, our customer orders were not placed at the volume

nor pace that was anticipated due to a number of factors that include, among others, the Ukraine conflict, increased transportation costs,

warehouse availability at customer and retailer concerns about a potential shift in retail consumption patterns as the COVID-19 pandemic

subsided, all of which negatively impacted our revenue growth.

Even a meaningful change in a customers’ inventory strategy could

impact the industries demand and growth for any our product.

If these customers were to reduce their purchases, we would lose a material

amount or most of our current revenue.

This would result in lower margins and materially adversely impact our business, results of operations,

cash flows, and financial position.

We may not continue to grow or maintain

our active customer base, may not be able to achieve or maintain profitability, and may not be aligned with customer trends and preferences.

There are a number of trends in consumer preferences

which have an impact on us and the food industry as a whole.

These include, among others, preferences for speed, convenience and ease

of food preparation, natural, nutritious, and well-proportioned meals, products that are sustainably sourced and produced and are

otherwise environmentally friendly, as well as a recent trend toward meat substitutes.

Concerns as to the health impacts and nutritional

value of certain foods may increasingly result in food producers being encouraged or required to produce products with reduced levels

of salt, sugar, and fat and to eliminate trans-fatty acids and certain other ingredients.

Consumer preferences are also shaped by

concern over waste reduction and the environmental impact of products.

Our success depends on both the continued appeal of our products

and, given the varied backgrounds and tastes of our customer base, our ability to offer a sufficient range of products to satisfy a broad

spectrum of preferences.

Any shift in consumer preferences in the material markets in which we operate could have a material adverse effect

on our business.

Consumer tastes are also susceptible to change.

In addition, the growing presence of alternative retail channels could

negatively impact our sales if we fail to adapt.

For example, consumers with increasingly busy lifestyles are choosing the online grocery

channel as a more convenient and faster way of purchasing their food products, and are also increasingly using the internet for meal ideas.

Our competitiveness, therefore, depends on our ability to predict and quickly adapt to consumer preferences and trends, exploiting profitable

opportunities for product development without alienating our existing consumer base or focusing excessive resources or attention on unprofitable

or short-lived trends.

All of these efforts require significant research and development and marketing investments.

If we are unable

to respond on a timely and appropriate basis to changes in demand or consumer preferences and trends, our sales volumes and margins could

be materially adversely affected.

We will need to grow the size of our organization,

and we may experience difficulties in managing this growth.

We are currently experiencing rapid growth and

This rapid growth has placed, and is expected to continue to place, a significant strain on our administrative, operational,

and financial resources and increased demands on our systems and controls.

While we believe that our operating and financial control systems

and controls are adequate to address expansion plans for the next 12 months, there can be no assurance that such systems and controls

will be adequate to maintain and effectively monitor future growth.

Failure to continue to upgrade the operating and financial control

systems or unexpected expansion difficulties could adversely affect our business, results of operations, and financial condition.

We anticipate

that our continued growth will require us to recruit and hire a substantial number of new managerial, agricultural and food processing,

and sales and marketing personnel.

If we fail to maintain adequate operational

and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain our competitive

position and high-level customer satisfaction.

We must continue to expand in order to maintain

our competitive position and continue to meet our customers’ increasing demands for product, variety, quality and availability,

and price/performance targets.

Our ability to grow depends, to a significant extent, on our ability to expand our food processing operations,

which requires significant advance capital expenditures, as well as advance expenditures and commitments for facilities, personnel, and

Timely access to capital markets is essential for us to achieve our business plan.

We will need to raise additional capital

from equity or debt sources in order to finance our growth and capital expenditures contemplated for future periods.

There can be no assurance

that we will be able to raise such capital on favorable terms or at all.

In the event that we are unable to obtain such additional capital,

we may be required to reduce the scope of our presently anticipated expansion.

Our inability to achieve projected growth could have a

material adverse effect on our results of operations and could adversely impact our ability to compete.

We run the risk of crop failures largely

dependent on factors outside of our control.

Our ability to ensure a continuing supply of ingredients

at competitive prices depends on many factors beyond our control, such as the number and size of farms that grow certain crops such as

wheat, the vagaries of these farming businesses (including poor harvests impacting the quality of the peas grown), changes in national

and world economic conditions, including as a result of COVID-19 or the outbreak of hostilities or war, tariffs and our ability to

forecast our ingredient requirements.

The high-quality ingredients used in many of our products are vulnerable to adverse weather

conditions and natural disasters, such as floods, droughts, frosts, earthquakes, hurricanes, and pestilence.

Adverse weather conditions

and natural disasters can lower crop yields and reduce crop size and quality, which in turn could reduce the available supply of, or increase

the price of, quality ingredients.

In addition, we purchase some ingredients and other materials offshore, and the price and availability

of such ingredients and materials may be affected by political events or other conditions in these countries or tariffs, trade wars, or

the outbreak of hostilities or war.

We also compete with other food producers in the procurement of ingredients, and this competition

may increase in the future if consumer demand for plant-based protein products increases.

If supplies of quality ingredients are

reduced or there is greater demand for such ingredients from us and others, we may not be able to obtain sufficient supply that meets

our strict quality standards on favorable terms, or at all, which could materially adversely impact our ability to supply products and

may materially adversely affect our business, results of operations, and financial condition.

Adverse climate conditions may have an adverse

effect on our business.

We may take various actions to mitigate our business risks associated with climate change, which may require us

to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections

associated with managing climate risks.

Increasing concentrations of greenhouse gases

in the atmosphere have generally been concluded to lead to increased ambient global temperatures, as well as changes in weather patterns

and the frequency and severity of extreme weather and natural disasters.

Adverse climate conditions, weather patterns, and the impact

of such conditions and patterns such as drought, flood, wildfires, and rising ambient temperatures adversely impact product cultivation

conditions for farmers and agricultural productivity, including by disrupting ecosystems and severely altering the growing conditions,

nutrient levels, soil moisture, and water availability necessary for the growth and cultivation of crops, which would adversely affect

the product quality, availability or cost of certain commodities that are necessary for our products, such as flour, paper, and edible

Due to climate change, we may also be subjected to decreased availability of water, deteriorated quality of water or less favorable

pricing for water, which could adversely impact our manufacturing and distribution operations.

These and other changes to the physical

environment may adversely impact our operations or those of the suppliers on whom we rely.

While we may take various actions to mitigate

our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among

other things, the uncertainty associated with managing climate risks.

Such climate risks may materially adversely affect our business,

results of operations and financial condition.

The spread of contagious diseases, natural

disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical

uncertainty may cause global economic disruption, and its impact on our business is uncertain.

The global economy can be negatively impacted

by a variety of factors such as the spread or fear of spread of contagious diseases (such as the COVID-19 pandemic, other pandemics, epidemics,

or other public health crises) in locations where our products are sold, man-made or natural disasters, severe weather, actual or threatened

hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty.

Such adverse and uncertain

economic conditions may impact distributor, retailer, foodservice, and consumer demand for our products and may lead to material and volatile

increases in commodity pricing of raw materials used by us and in other costs incurred by us.

For example, in connection with the war

in Ukraine, governments in the U.S., U.K.

and the EU have each imposed export controls on certain products and financial and economic

sanctions on certain industry sectors and parties in Russia.

The uncertainty resulting from the military conflict in Europe has given

rise and may continue to give rise to increases in costs of goods and services, scarcity of certain ingredients, increased trade barriers

or restrictions on global trade.

Further escalation of geopolitical tensions could have a broader impact that expands into other markets

where we do business, which could materially adversely affect our business and/or our supply chain, business partners or customers in

the broader region, including potential destabilizing effects that such conflicts may pose for the European continent or the global oil

and natural gas markets.

In addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors,

retailers, foodservice customers, consumers, and creditors may suffer.

As global economic conditions and commodity pricing

of raw materials used by us continue to be volatile or uncertain and recessionary or inflationary pressures exist, trends in consumer

discretionary spending also remain unpredictable and subject to changes.

We have seen consumers shift purchases to lower-priced or other

perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced

access to credit, change in federal economic policy and recent international trade disputes.

In particular, consumers have reduced the

amount of plant-based food products that they purchase where there are conventional animal-based protein offerings, which generally have

lower retail prices.

In addition, consumers may choose to purchase private label products, rather than branded products, because they

are generally less expensive.

Distributors, retailers and foodservice customers have become more conservative in response to these conditions

and have sought to reduce their inventories.

Our results of operations depend upon, among other things, our ability to maintain and increase

sales volume with our existing distributors, retailer and foodservice customers, our ability to attract new consumers, the financial condition

of our consumers and our ability to provide products that appeal to consumers at the right price.

Decreases in demand for our products

without a corresponding decrease in costs could put downward pressure on margins and may materially adversely impact our financial results

and financial position.

Prolonged unfavorable economic conditions or uncertainty would be expected to have an adverse effect on our sales

and profitability, which could be material, and may result in consumers making long-lasting changes to their discretionary spending behavior

on a more permanent basis.

The loss of key personnel, or failure to

attract and retain other highly qualified personnel in the future, could harm our business.

Our success depends to a significant degree upon

the continued contributions of our senior operating management, including our co-founders, Reza Soltanzadeh, Chief Executive Officer,

and Barthelemy Helg, Non-Executive Chairman of the Board.

The loss of the services of Mr.

Soltanzadeh or Mr.

Helg could have a material

adverse effect on our business, results of operations, and financial condition.

Our success and future growth also will depend on our

ability to attract and retain qualified management, manufacturing, technical and sales and marketing personnel.

Competition for such personnel

in the industry is intense.

There can be no assurance that we will be successful in attracting and retaining such personnel.

Our dependence on suppliers may materially

adversely affect our operating results and financial position.

We have no long-term contracts with our suppliers.

Although we attempt to maintain generally a minimum of two vendors for each required food ingredient, certain raw materials and products

used by us in processing our products are currently acquired or available from only one source.

We have from time-to-time experienced

significant delays in the receipt of certain of these ingredients.

For example, we have a preferred provider that we rely on for our pea

protein, which is an ingredient in our ramen products.

In the event of a disruption with our preferred provider, we would source our pea

protein from one of our other providers.

A failure by a supplier to deliver quality ingredients on a timely basis, or the inability to

develop alternative sources if and as required, could result in delays which could materially adversely affect our operating results and

financial position.

Manufacturing and production forecasts are

based on multiple assumptions.

We must adequately estimate our manufacturing capacity and inventory supply.

If we overestimate our demand

and overbuilds our capacity or inventory, we may have significantly underutilized assets.

Underutilization of our manufacturing facilities

can adversely affect our gross margin and other operating results.

We must accurately forecast demand for each of

our products and inventory needs in order to ensure we have adequate available manufacturing capacity for each such product and to ensure

we are effectively managing our inventory.

Our forecasts are based on multiple assumptions which may cause our estimates to be inaccurate

and affect our ability to obtain adequate manufacturing capacity and adequate inventory supply in order to meet the demand for our products,

which could prevent us from meeting increased customer demand and harm our brand and our business and, in some cases, may result in fines

or indemnification obligations we must pay customers or distributors if we are unable to fulfill orders placed by them in a timely manner

If we overestimate our demand and overbuild our capacity or inventory, we may have significantly underutilized assets.

Underutilization

of our manufacturing facilities can adversely affect our gross margin and other operating results.

If demand for our products experiences

a prolonged decrease, we may be required to terminate or make penalty-type payments under certain supply chain arrangements, close or

idle facilities and write down our long-lived assets or shorten the useful lives of underutilized assets and accelerate depreciation,

which would increase expenses.

If demand does not materialize at the rate forecasted,

we may not be able to scale back our manufacturing expenses or overhead costs quickly enough to correspond to the lower than expected

Approximately 74% of our revenue was derived from three customers.

If those customers reduce their purchases or cancel their contracts,

we would lose most of our current revenue.

This could result in lower margins and adversely impact our business, results of operations,

and financial position.

Additionally, if product demand decreases or we fail to forecast demand accurately, our results may be adversely

impacted due to higher costs resulting from lower manufacturing utilization, causing higher fixed costs per unit produced.

may be required to recognize excess or obsolete inventory write-off charges, or excess capacity charges, which would have a material negative

impact on our results of operations and financial position.

We may experience volatility in costs for

ingredients and packaging due to conditions that are difficult to predict.

We purchase large quantities of food ingredients.

In addition, we purchase and use significant quantities of paper and film to package our products.

Costs of food ingredients and packaging

are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, weather conditions,

consumer demand, and changes in governmental trade and agricultural programs.

Volatility in the prices of ingredients and other supplies

we purchase could increase our cost of sales and reduce our profitability.

Moreover, we may not be able to implement price increases for

our products to cover any increased costs, and any price increases we do implement may result in lower sales volumes.

If we are not successful

in managing our ingredient and packaging costs, if we are unable to increase our prices to cover increased costs or if such price increases

reduce our sales volumes, then such increases in costs may materially adversely affect our business, results of operations and financial

Our future success will depend, in part,

on our ability to maintain our technological leadership, enhance our current food products, develop new food products that meet changing

customer needs and preferences, advertise and market our food products, and influence and respond to emerging industry standards and other

technological changes on a timely and cost-effective basis.

The market for processing our food products is

characterized by rapidly changing technology, evolving industry standards, changes in customer needs and preferences and frequent new

product introductions.

Our future success will depend, in part, on our ability to maintain our technological leadership, enhance our current

food products, develop new food products that meet changing customer needs and preferences, advertise and market our food products, and

influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis.

no assurance that we will be successful in developing new food products or enhancing our existing food products on a timely basis, or

that such new food products or enhancements will achieve market acceptance.

In addition, there can be no assurance that food products

or technologies developed by others will not render our food products or technology uncompetitive or obsolete.

Our business depends on our use of proprietary

technology relying heavily on laws to protect.

Our success and ability to compete is dependent

in part upon our technology, although we believe that our success is more dependent upon our development and distribution expertise than

our proprietary rights.

We rely on a combination of patent, copyright, trademark and trade secret laws, and contractual restrictions to

establish and protect our technology.

There can be no assurance that the steps taken by us will be adequate to prevent misappropriation

of our technology or that our competitors will not independently develop technologies that are substantially equivalent or superior to

our technology.

Inadequate technical and legal intellectual

property (IP) protections could prevent us from defending or securing our proprietary technology and IP.

Our commercial success depends in part on our

ability to protect our intellectual property and proprietary technologies.

We rely on a combination of patent protection, where appropriate

and available, copyrights, trade secrets and trademark laws, as well as confidentiality and other contractual restrictions to protect

our proprietary technology.

However, these legal means afford only limited protection and may not adequately protect our proprietary technology

or permit us to gain or keep a competitive advantage.

Our intellectual property consists principally of patents, trademarks, and trade

There can be no assurance about which, if any,

patents will issue from these applications, the breadth of any such patents, or whether any issued patents will be found invalid and unenforceable

or will be threatened by third parties.

Any successful opposition to these patents or any other patents owned by or, if applicable in

the future, licensed to us could deprive us of rights necessary for the successful commercialization of products that we may develop.

Since patent applications in most countries are confidential for a period of time after filing (in most cases 18 months after the filing

of the priority application), we cannot be certain that we were the first to file on the technologies covered in several of the patent

applications related to our technologies or products.

Patent law can be highly uncertain and involve

complex legal and factual questions for which important principles remain unresolved.

In the United States, and in many international

jurisdictions, policy regarding the breadth of claims allowed in patents can be inconsistent or unclear.

Supreme Court and the

Court of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how the patent laws of the United States

are interpreted.

Similarly, international courts and governments have made, and will continue to make, changes in how the patent laws

in their respective countries are interpreted.

We cannot predict future changes in the interpretation of patent laws by judicial bodies

or changes to patent laws that might be enacted into law by legislative bodies.

Any cybersecurity-related attack, significant

data breach, or disruption of the information technology systems, infrastructure, network, third-party processors, or platforms on which

we rely could damage our reputation and materially adversely affect our business, and financial results.

Our operations rely on information technology

systems for the use, storage, and transmission of sensitive and confidential information with respect to our customers, our employees,

and other third parties.

A malicious cybersecurity-related attack, intrusion, or disruption by either an internal or external source or

other breach of the systems on which our platform and products operate, and on which our employees conduct business, could lead to unauthorized

access to, use of, loss of, or unauthorized disclosure of sensitive and confidential information, disruption of our services, viruses,

worms, spyware, or other malware being served from our platform, networks, or systems;

and resulting regulatory enforcement actions, litigation,

indemnity obligations, and other possible liabilities, as well as negative publicity, which could damage our reputation, impair sales,

and harm our business.

Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers

of products and services have been and are expected to continue to be targeted.

In addition to traditional computer “hackers,”

malicious code (such as viruses and worms), phishing, employee theft, or misuse and denial-of-service attacks, sophisticated nation-state

and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions).

Cyberattacks may also gain

publishing access to our customers’ accounts on our platform, using that access to publish content without authorization.

efforts to create security barriers to such threats, it is not feasible, as a practical matter, for us to entirely mitigate these risks.

If our security measures are compromised as a result of third-party action, employee, customer, or user error, malfeasance, stolen, or

fraudulently obtained log-in credentials or otherwise, our reputation would be damaged, our data, information or intellectual property,

or those of our customers may be destroyed, stolen, or otherwise compromised, our business may be harmed and we could incur significant

We have not always been in the past and may be unable to in the future to anticipate or prevent techniques used to obtain unauthorized

access to or compromise of our systems because they change frequently and are generally not detected until after an incident has occurred.

We cannot be certain that it will be able to prevent vulnerabilities in our software or address vulnerabilities that we may become aware

of in the future.

In the past, we have experienced a cybersecurity-related incident.

While it is believed that no information of ours

or our customers was compromised as a result of the incident, we cannot be certain that will be the case in the future.

Further, as we rely on third-party cloud infrastructure,

we depend in part on third-party security measures to protect against unauthorized access, cyberattacks, and the mishandling of data and

If these third parties fail to adhere to adequate data security procedures, or in the event of a breach of their networks,

our own, and our customers’ data may be improperly accessed, used, or disclosed.

Any cybersecurity event, including any vulnerability

in our software, cyberattack, intrusion, or disruption or any failure or breach unrelated to our own action or inaction, could result

in significant increases in costs, including costs for remediating the effects of such an event;

lost revenue due to network downtime,

a decrease in customer and user trust;

increases in insurance premiums due to cybersecurity incidents;

increased exposure to a risk of

litigation and possible liability;

increased costs to address cybersecurity issues and attempts to prevent future incidents;

to our business, or financial results, and our reputation because of any such incident.

Our existing general liability insurance coverage

and coverage for cyber liability or errors or omissions may not continue to be available on acceptable terms or may not be available in

sufficient amounts to cover one or more large claims and our insurer may deny coverage with respect to future claims.

The successful assertion

of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies,

including premium increases or the imposition of large deductible or co-insurance requirements, would harm our business.

Many governments

have enacted laws requiring companies to provide notice of data security incidents involving certain types of personal data.

We are subject to government regulation

and industry policy risks that may change and cause us to no longer comply.

Our operations are subject to extensive regulation

Food and Drug Administration, the U.S.

Department of Agriculture and other national, state, and local authorities.

Specifically,

our Charter provides, among other things, that:

we shall either (1) seek shareholder approval of our initial Business Combination at a meeting called for such purpose at which shareholders may seek to convert their shares, regardless of whether they vote for or against the proposed Business Combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein;

we will consummate our initial Business Combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of such Business Combination and, if we seek shareholder approval, a majority of the outstanding ordinary shares are voted in favor of the Business Combination;

if our initial Business Combination is not consummated by the Extended Date, then we will redeem all of the outstanding public shares and thereafter liquidate and dissolve our company;

upon the consummation of the Initial Public Offering, $176 million shall be placed into the trust account;

we may not consummate any other Business Combination, merger, share exchange, asset acquisition, share purchase, reorganization or similar transaction prior to our initial Business Combination;

prior to our initial Business Combination, we may not issue additional shares that participate in any manner in the proceeds of the trust account, or that votes as a class with the ordinary shares sold in the Initial Public Offering on an initial Business Combination.

Corporate Information

Our executive offices are located at 300/26 Dostyk

Avenue, Almaty, Kazakhstan 050020 and our telephone number is +7 (727) 355-8021.

Our corporate website address is www.oxusacquisition.com.

The information contained on, or accessible through our corporate website or any other website that we may maintain is not incorporated

by reference into this Annual Report.

We are a Cayman Islands exempted company.

companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying

with certain provisions of the Companies Act (As Revised).

As an exempted company, we have applied for and received a tax exemption undertaking

from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands,

for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied

on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,

gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares,

debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution

of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation

We are an emerging growth company as defined in

the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act).

As such, we are eligible to 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, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive

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

If some investors find our securities

less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more

In addition, Section 107 of the JOBS Act

also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of

the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can

delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take

advantage of the benefits of this extended transition period.

We will remain an emerging growth company for

up to five years.

However, if our annual gross revenue is $1.07 billion or more, if our non-convertible debt issued within a

three year period exceeds $1 billion or the market value of our ordinary shares that are held by non-affiliates exceeds $700 million

on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following

Additionally, we are a “smaller reporting

company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller

reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds

$250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million

during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as

of the end of that year’s second fiscal quarter.

In identifying, evaluating and selecting a target

business, we have in the past and, if the proposed Business Combination with Borealis is not completed, may in the future encounter intense

competition from other entities having a business objective similar to ours.

Many of these entities are well established and have extensive

experience identifying and effecting Business Combinations directly or through affiliates.

Many of these competitors possess greater technical,

human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of the Initial Public Offering,

our ability to compete in acquiring certain sizable target businesses may be limited by our available financial resources.

The following also may not be viewed favorably

by certain target businesses:

our obligation to seek shareholder approval of a Business Combination or engage in a tender offer may delay the completion of a transaction;

our obligation to convert or repurchase Class A ordinary shares held by our public shareholders may reduce the resources available to us for a Business Combination;

our outstanding warrants and unit purchase options, and the potential future dilution they represent.

Any of these factors may place us at a competitive

disadvantage in successfully negotiating a Business Combination.

Our management believes, however, that our status as a public entity

and potential access to the United States public equity markets may give us a competitive advantage over privately held entities

having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.

If we succeed in effecting a Business Combination,

there will be, in all likelihood, intense competition from competitors of the target business.

We cannot assure you that, subsequent to

a Business Combination, we will have the resources or ability to compete effectively.

We have two executive officers.

individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they

deem necessary to our affairs.

The amount of time they will devote in any time period will vary based on whether a target business

(such as Borealis)has been selected for the Business Combination and the stage of the Business Combination process the company is

Accordingly, once a suitable target business to acquire (such as Borealis) has been located, management may spend more time

investigating such target business and negotiating and processing the Business Combination (and consequently spend more time on our

affairs) than had been spent prior to locating a suitable target business.

We presently expect our executive officers to devote such

amount of time as they reasonably believe is necessary to our business.

We do not intend to have any full- time employees prior to

the consummation of a Business Combination.

Periodic Reporting and Audited Financial Statements

We have registered our units, Class A ordinary

shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and

current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual report will contain financial statements

audited and reported on by our independent registered public accountants.

We will provide shareholders with audited financial

statements of the prospective target business as part of any proxy solicitation materials or tender offer documents sent to shareholders

to assist them in assessing the target business.

These financial statements will need to be prepared in accordance with or reconciled

to United States generally accepted accounting principles or international financial reporting standards as promulgated by the International

Accounting Standards Board.

We cannot assure you that any particular target business identified by us as a potential acquisition candidate

will have the necessary financial statements.

To the extent that this requirement cannot be met, we may not be able to acquire the proposed

target business.

We may be required to have our internal control

procedures audited for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act.

A target company may

not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development

of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary

to complete any such acquisition.

RISKS FACTORS SUMMARY

An investment in our securities

involves a high degree of risk.

The occurrence of one or more of the events or circumstances described in the section entitled “Risk

Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition

and operating results.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Such risks include, but are not limited to, the following:

We may not be able to complete our initial Business Combination before the Extended Date, in which case we would cease all operations except for the purpose of winding up, and we would redeem our public shares for a pro rata portion of the funds in the trust account, and we would liquidate.

In such event, our warrants would expire worthless.

Your only opportunity to affect the investment decision regarding a potential Business Combination may be limited to the exercise of your right to convert your shares to cash.

Our initial shareholders control a substantial interest in us and thus may influence certain actions requiring a shareholder vote.

We may not obtain a fairness opinion with respect to the target business that we seek to acquire and therefore you may be relying solely on the judgment of our board of directors in approving a proposed Business Combination.

We may issue additional shares or debt securities to complete a Business Combination, which would reduce the equity interest of our shareholders and likely cause a change in control of our ownership.

We may be unable to obtain additional financing, if required, to complete a Business Combination or to fund the operations and growth of the target business.

Resources could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

Our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic and other events, and the status of debt and equity markets.

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

If we consummate a Business Combination with a target company with assets located in the CIS or other country in South and South-East Asia and MENA regions, our results of operations and prospects could be subject to the economic, political, and legal policies, developments, and conditions in the country in which we operate.

Further, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights.

There may be tax consequences to our Business Combination that may adversely affect us.

Our officers and directors presently have fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our officers and directors may have interests in a potential Business Combination that are different than yours, which may create conflicts of interest.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by a majority of the then outstanding public warrants.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

If third parties bring claims against us, and if our directors decide not to enforce the indemnification obligations of our sponsor, or if our sponsor does not have the funds to indemnify us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share.

Provisions in our Charter may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ordinary shares and could entrench management.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

We may not hold an annual meeting of shareholders until after the consummation of our initial Business Combination.

We are a newly formed company with no operating history, and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.

We are an emerging growth company and smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA.

This comprehensive regulatory program

governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food.

Under this program the FDA

regulates manufacturing practices for foods through its current good manufacturing practices (“ cGMPs ”) regulations

and specifies the recipes for certain foods.

Our processing facilities and products are subject to periodic inspection by federal, state,

and local authorities.

We seek to comply with applicable regulations through a combination of employing internal personnel to ensure quality-assurance

compliance (for example, assuring that food packages contain only ingredients as specified on the package labeling) and contracting with

third-party laboratories that conduct analyses of products for the nutritional-labeling requirements.

Our failure to comply with applicable laws and

regulations or maintain permits and licenses relating to our operations could subject us to civil remedies, including fines, injunctions,

recalls, or seizures, as well as potential criminal sanctions, which could result in increased operating costs resulting in a material

adverse effect on our results of operations and financial condition.

We may be subject to changes in laws or

regulations that can change on any given day.

The manufacture and marketing of food products

is highly regulated.

We are subject to a variety of laws and regulations, which apply to many aspects of our business, including the sourcing

of raw materials, manufacturing, packaging, labeling, distribution, advertising, sale, quality, and safety of our products.

Laws and regulations

are subject to change or to the adoption of new laws and regulations.

Since the food industry is rapidly changing due to technological

and other developments, there is a material likelihood that the laws and regulations applicable to us and our business will change or

be newly adopted, particularly since we expect to be a developer or early adopter of technological and other developments in the food

For example, the FDA and the U.S.

Department of

Agriculture, other state regulators in the United States, and other similar international regulatory authorities could take action to

further impact our ability to use or refer to certain terms to describe or advertise our products.

In addition, a food may be deemed misbranded

if our labeling is false or misleading in any particular way, and the FDA, CFIA, EU member state authorities or other regulators could

interpret the use of a term to describe our plant-based products as false or misleading or likely to create an erroneous impression regarding

their composition.

Should regulatory authorities take action with

respect to the use of a specific term, such that we are unable to use those terms with respect to our plant-based products, we could be

subject to enforcement action or could be required to recall our products marketed using these terms.

Thus, we may be required to modify

our marketing strategy, and our business, financial condition, and results of operations could be adversely affected.

Changes in or the adoption of laws and regulations

could have a material effect on us, our business, results of operations and financial condition.

We are subject to multinational requirements

beyond our control.

A key component of our strategy is our planned

expansion into international markets.

There can be no assurance as to our ability to obtain the capital we require to finance our expansion

into these markets.

In addition, there can be no assurance as to our ability to obtain the permits and operating licenses required for

us to operate or to hire and train employees or market, sell, and deliver high quality food products in these markets.

In addition to

the uncertainty as to our ability to expand our international presence, there are certain risks inherent to doing business on an international

level, such as unexpected changes in regulatory requirements, tariffs and other trade barriers, difficulties in staffing and managing

foreign operations, longer payment cycles, problems in collecting accounts receivable, political instability, fluctuations in currency

exchange rates, seasonal reductions in business activity during the summer months in Europe and certain other parts of the world and potentially

adverse tax consequences, which could adversely impact the success of, our international operations.

There can be no assurance that such

factors will not have a material adverse effect on our future international operations and, consequently, on our business, results of

operations and financial condition.

Shareholders may experience dilution of

their ownership interests if we issue additional capital stock or make investments.

We expect to issue additional capital stock in

connection with potential future financings, acquisitions, investments, our stock incentive plans, or otherwise.

Such issuances will result

in dilution to all other shareholders.

We expect to grant equity awards to employees, directors, and consultants under our stock incentive

We also may raise capital through equity financings in the future.

As part of our business strategy, we may acquire or make investments

in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment.

issuances of additional capital stock may cause shareholders to experience significant dilution of their ownership interests and the per

share value of our common stock to decline.

Unresolved Staff Comments.

Cybersecurity.

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

What changed 10-K

Item 1. Business