NEW YORK, Aug. 15, 2024 /PRNewswire/ - Borealis Foods Inc. ("Borealis" or the "Company") (Nasdaq: BRLS), a pioneering food tech company dedicated to crafting premium-quality, nutritious food solutions accessible to all, today announced that CEO Reza Soltanzadeh has issued a letter to shareholders discussing second quarter financial results and the Company's strategic developments. Dear Fellow Shareholders: We continued to make steady progress during the second quarter and while our reported results included ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as specified in its charter) | --- | --- | --- | |----------------------------------------------------------------------- ...

BOREALIS FOODS INC. (Exact name of Registrant as Specified in its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 | Ontario | 001-40778 | 98-1638988 | | --- | --- | --- | | (State or other jurisdiction of | (Commission | (I.R.S. Employer | | incorporation or organization) | File Number) | Identification No.) | | 1540 Co ...

Borealis Foods Inc. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | Ontario | 001-40778 | 98-1638988 | | --- | --- | --- | | (State or other jurisdiction of ...

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 res ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40778 300/26 Dostyk Avenue Almaty, Kazakhstan 050020 (Address of principal executive offices) (Zip Code) +7 (727)355-8021 ( ...

For the transition period from to Commission File Number: 001-40778 OXUS ACQUISITION CORP. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | Cayman Islands | N/A | | --- | --- | | (St ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed financial statements and management's analysis of the company's financial condition and operations [Item 1. Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) Presents the unaudited condensed financial statements, highlighting asset decline, net loss, and going concern warning [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Details the significant decline in total assets and widening shareholders' deficit due to share redemptions Condensed Balance Sheet Comparison | | March 31, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$20,854,048** | **$179,449,742** | | Marketable securities held in Trust Account | $20,767,832 | $178,532,948 | | Cash | $64,004 | $680,792 | | **Total Liabilities** | **$3,975,805** | **$2,501,153** | | Promissory note - related party | $1,800,000 | $1,500,000 | | **Total Shareholders' Deficit** | **($3,889,589)** | **($1,584,359)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Reports an increased net loss for Q1 2023, driven by higher operating expenses despite increased dividend income Statement of Operations (Three Months Ended March 31) | | 2023 | 2022 | | :--- | :--- | :--- | | Formation and operating expenses | $2,118,542 | $565,542 | | Dividend income | $1,395,063 | $14,360 | | **Net loss** | **($730,167)** | **($551,182)** | | Basic and diluted net loss per share | ($0.04) | ($0.03) | [Condensed Statements of Changes in Shareholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20%28Deficit%29%20Equity) Shows a significant increase in shareholders' deficit due to net loss and share remeasurement - The shareholders' deficit worsened to **$(3,889,589)** as of March 31, 2023, from **$(1,584,359)** at the start of the year, primarily due to the net loss and remeasurement of Class A ordinary shares subject to redemption[14](index=14&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Highlights cash used in operations, significant cash movements from trust account for share redemptions, and overall cash decrease - Cash withdrawn from the Trust Account for redemptions of Class A ordinary shares amounted to **$159.34 million**[17](index=17&type=chunk) - The company received **$300,000** in proceeds from a related-party promissory note to support operations[17](index=17&type=chunk) - Net change in cash was a decrease of **$616,788**, resulting in an ending cash balance of **$64,004**[17](index=17&type=chunk) [Notes to the Condensed Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) Provides critical context on the company's SPAC nature, pending business combination, significant share redemptions, and going concern warning - The Company is a blank check company formed to enter into a business combination and has not commenced any operations as of March 31, 2023[20](index=20&type=chunk)[22](index=22&type=chunk) - On February 23, 2023, the Company entered into a business combination agreement with Borealis Foods Inc. The transaction values Borealis at **$150 million** less net indebtedness[40](index=40&type=chunk)[41](index=41&type=chunk) - On March 2, 2023, shareholders approved extending the business combination deadline to December 8, 2023. In connection, holders of **15,300,532 Class A shares** redeemed them for approximately **$159.34 million**[36](index=36&type=chunk)[42](index=42&type=chunk) - Management has determined that its liquidity condition and the mandatory liquidation deadline raise substantial doubt about the Company's ability to continue as a going concern[51](index=51&type=chunk)[52](index=52&type=chunk) - As of March 31, 2023, the Sponsor had provided loans under an amended promissory note, with an outstanding balance of **$1.8 million**[118](index=118&type=chunk) - On April 5, 2023, the Sponsor converted **1,500,000 Class B ordinary shares** into **1,500,000 Class A ordinary shares**[144](index=144&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the proposed business combination, Q1 2023 net loss, and significant liquidity concerns raising going concern doubt - The company entered into a Business Combination Agreement with Borealis Foods Inc. on February 23, 2023[151](index=151&type=chunk) - Shareholders approved extending the business combination deadline to December 8, 2023. This led to redemptions of **15,300,532 Class A shares**, totaling approximately **$159.34 million** and leaving about **$20.3 million** in the trust account[152](index=152&type=chunk) Results of Operations (Three Months Ended March 31) | | 2023 | 2022 | | :--- | :--- | :--- | | Net Loss | $0.73 million | $0.55 million | | Key Drivers | Operating expenses of $2.12M, offset by dividend income of $1.40M | Operating costs of $0.57M, offset by dividend income of $14,360 | - As of March 31, 2023, the company had a working capital deficiency of **$3.89 million** and only **$0.06 million** in cash outside the trust account[166](index=166&type=chunk) - Management has concluded that the company's liquidity condition and the December 8, 2023, deadline for a business combination raise substantial doubt about its ability to continue as a going concern[170](index=170&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing market risk disclosures - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[184](index=184&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective due to a material weakness in accounting for complex financial instruments - The company's disclosure controls and procedures were deemed not effective as of March 31, 2023[186](index=186&type=chunk) - The ineffectiveness is due to a material weakness in internal control over financial reporting concerning the accounting for complex financial instruments[186](index=186&type=chunk)[188](index=188&type=chunk) - The company plans to enhance its system of evaluating and implementing accounting standards to remediate the material weakness[188](index=188&type=chunk) [PART II. OTHER INFORMATION](index=35&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section presents other relevant information, including legal matters, risk factors, and equity security details [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are no legal proceedings to report[191](index=191&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes have occurred to the risk factors disclosed in the Annual Report on Form 10-K filed on March 31, 2023[192](index=192&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details equity issuances, IPO proceeds, and the significant impact of share redemptions on the trust account balance - The Initial Public Offering and over-allotment option exercise resulted in aggregate proceeds of **$175.95 million** being deposited into the Trust Account[197](index=197&type=chunk) - In connection with the extension vote on March 2, 2023, redemptions of **15,300,532 Class A shares** for approximately **$159.34 million** reduced the trust account balance to about **$20.3 million**[198](index=198&type=chunk) - On April 5, 2023, the Sponsor converted **1,500,000 Class B ordinary shares** into **1,500,000 Class A ordinary shares**[199](index=199&type=chunk) [Item 3. Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There are no defaults upon senior securities to report[201](index=201&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable[202](index=202&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company reports no other information - There is no other information to report[203](index=203&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) Lists key exhibits filed with the quarterly report, including the Business Combination Agreement and officer certifications - Key exhibits filed include the Business Combination Agreement, Sponsor Support Agreement, and certifications by the Principal Executive Officer and Principal Financial Officer[205](index=205&type=chunk)

Financial Performance - Oxus Acquisition Corp. had a net loss of $0.30 million for the year ended December 31, 2022, with operating expenses totaling $2.89 million [239]. - The company has a working capital deficiency of $1.58 million as of December 31, 2022 [250]. - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, applying the two-class method [262]. Initial Public Offering - The company generated gross proceeds of $150 million from its Initial Public Offering of 15,000,000 units at $10.00 per unit [242]. - The company incurred $4.15 million in transaction costs related to the Initial Public Offering, including $3.45 million in underwriting fees [243]. Business Combination - Oxus entered into a Business Combination Agreement on February 23, 2023, with Borealis, which was unanimously approved by both boards of directors [227]. - The company plans to complete a Business Combination by December 8, 2023, following an extension approved by shareholders [249]. - The company has engaged EarlyBirdCapital, Inc. and Sova Capital Limited as advisors for the Business Combination, with a cash fee of up to $5.23 million payable upon consummation [255]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination [226]. Financial Instruments and Accounting - The company evaluates all financial instruments, including issued stock purchase warrants, to determine if they qualify as derivatives or contain embedded derivatives according to ASC 480 and ASC 815-15 [257]. - Public and private warrants are assessed for equity or liability classification based on specific terms and authoritative guidance, with the assessment conducted at issuance and quarterly thereafter [258]. - Issued or modified warrants that meet equity classification criteria are recorded as additional paid-in capital, while those that do not are recorded at initial fair value and changes recognized as non-cash gains or losses [259]. - As of December 31, 2022, 17,250,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of shareholders' equity [261]. - The company is evaluating the impact of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, which simplifies accounting for certain financial instruments [264]. - Management does not believe that recently issued accounting standards would have a material effect on financial statements [264]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [265].

For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40778 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q (MARK ONE) OXUS ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | ...