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 March 31, 2023 For the transition period from to Commission File Number: 001-40778 OXUS ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identifi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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 OXUS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporati ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) 300/26 Dostyk Avenue ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Almaty, Kazakhstan 050020 For the quarterly period ended June 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 ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Oxus Acquisition Corp., including the balance sheets, statements of operations, changes in shareholders' equity, and cash flows, along with detailed notes explaining the company's accounting policies, operations, and financial instruments [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheets (Amounts in US Dollars) | Metric | March 31, 2022 (Unaudited) | December 31, 2021 (Audited) | | :----------------------------------- | :--------------------------- | :-------------------------- | | Cash | $0.95 million | $1.12 million | | Prepaid expenses (Current) | $0.30 million | $0.31 million | | Total Current Assets | $1.25 million | $1.44 million | | Cash held in Trust Account | $175.97 million | $175.95 million | | Total Assets | $177.24 million | $177.49 million | | Accrued offering costs and expenses | $0.54 million | $0.24 million | | Total Current Liabilities | $0.54 million | $0.24 million | | Class A ordinary shares subject to possible redemption | $175.97 million | $175.95 million | | Total Shareholders' Equity | $0.73 million | $1.30 million | | Total Liabilities and Shareholders' Equity | $177.24 million | $177.49 million | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Condensed Statements of Operations (Amounts in US Dollars) | Metric | For the Three Months Ended March 31, 2022 | For the Period from February 3, 2021 (inception) through March 31, 2021 | | :-------------------------------------------------- | :---------------------------------------- | :-------------------------------------------------------------------- | | Formation and operating expenses | $0.57 million | $18,708 | | Loss from operations | $(0.57) million | $(18,708) | | Dividend income | $14,360 | $- | | Net loss | $(0.55) million | $(18,708) | | Basic and diluted net loss per redeemable Class A ordinary share | $(0.03) | $- | | Basic and diluted net loss per non-redeemable ordinary share | $(0.03) | $(0.00) | [Condensed Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Condensed Statements of Changes in Shareholders' Equity (Amounts in US Dollars) | Metric | December 31, 2021 | Remeasurement of Class A ordinary shares to redemption amount | Net loss | March 31, 2022 | | :-------------------------------- | :---------------- | :---------------------------------------------------------- | :------- | :------------- | | Total Shareholders' Equity | $1.30 million | $(18,324) | $(0.55) million | $0.73 million | Condensed Statements of Changes in Shareholders' Equity (Amounts in US Dollars) | Metric | February 3, 2021 (inception) | Issuance of Class B ordinary shares to Sponsor | Issuance of Underwriter Founder Shares | Net loss | March 31, 2021 | | :-------------------------------- | :--------------------------- | :--------------------------------------------- | :----------------------------------- | :------- | :------------- | | Total Shareholders' Equity | $- | $25,000 | $40 | $(18,708) | $6,332 | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Condensed Statements of Cash Flows (Amounts in US Dollars) | Metric | For the Three Months Ended March 31, 2022 | For the Period from February 3, 2021 (inception) through March 31, 2021 | | :-------------------------------------------------- | :---------------------------------------- | :-------------------------------------------------------------------- | | Net loss | $(0.55) million | $(18,708) | | Dividend earned on securities held in Trust Account | $(14,360) | $- | | Accrued offering costs and expenses | $0.31 million | $790 | | Prepaid expenses | $86,349 | $- | | Net cash used in operating activities | $(0.17) million | $(17,918) | | Proceeds from issuance of Class B ordinary shares to Sponsor | $- | $25,000 | | Payment of offering costs | $- | $(7,082) | | Net cash provided by financing activities | $- | $17,918 | | Net Change in Cash | $(0.17) million | $- | | Cash - Beginning | $1.12 million | $- | | Cash - Ending | $0.95 million | $- | [Notes to the Condensed Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) [NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201%20%E2%80%94%20ORGANIZATION%20AND%20DESCRIPTION%20OF%20BUSINESS%20OPERATIONS) - Oxus Acquisition Corp. is a blank check company incorporated on February 3, 2021, formed to complete a Business Combination, with a focus on energy transition technologies in emerging/frontier countries (CIS, South/South-East Asia, MENA regions)[21](index=21&type=chunk)[22](index=22&type=chunk) - The Company closed its Initial Public Offering (IPO) on September 8, 2021, selling **15 million units at $10.00 per unit**, and **8.4 million Private Warrants at $1.00 each**[24](index=24&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) - The underwriters' over-allotment option was fully exercised on September 13, 2021, adding **2.25 million units** and **0.9 million Private Warrants**, bringing the total proceeds in the Trust Account to **$175.95 million**[24](index=24&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) - The Company must complete a Business Combination within **18 months** from the IPO closing (Combination Period) and acquire businesses with an aggregate fair market value of at least **80% of the net assets** in the Trust Account[26](index=26&type=chunk)[37](index=37&type=chunk) - Management has determined that the company's liquidity condition, coupled with the mandatory liquidation if a Business Combination is not consummated by March 8, 2023, and an extension is not requested, raises substantial doubt about its ability to continue as a going concern[42](index=42&type=chunk)[47](index=47&type=chunk) Financial Position (Amounts in US Dollars) | Metric | Amount (as of March 31, 2022) | | :-------------------------- | :---------------------------- | | Operating bank account | $0.95 million | | Cash held in Trust Account | $175.97 million | | Working capital | $0.71 million | - The company is evaluating the impact of the COVID-19 pandemic and the rising conflict between Russia and Ukraine, noting potential negative effects on its financial position and ability to complete a Business Combination[48](index=48&type=chunk)[49](index=49&type=chunk) [NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%20%E2%80%94%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new accounting standards, which may make financial statement comparisons with other public companies difficult[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - As of March 31, 2022, **$175.97 million** of cash held in the Trust Account was invested in U.S. Treasury Securities[60](index=60&type=chunk) - All **17.25 million Class A ordinary shares** are classified as temporary equity due to redemption provisions not solely within the Company's control, in accordance with ASC 480-10-S99-3A[61](index=61&type=chunk) - Net loss per ordinary share is computed using the two-class method, allocating net loss pro rata between Class A and Class B ordinary shares[66](index=66&type=chunk) - Warrants are considered anti-dilutive and are not included in diluted EPS calculations[67](index=67&type=chunk) - The Company is incorporated in the Cayman Islands and is not subject to income taxation there[72](index=72&type=chunk) - U.S. taxation could apply to individual owners or if the Company engages in a U.S. trade or business[73](index=73&type=chunk) - Public and Private warrants are accounted for as equity-classified instruments based on ASC 480 and ASC 815, recorded as a component of additional paid-in capital[75](index=75&type=chunk)[76](index=76&type=chunk) - The Company is currently evaluating the impact of ASU 2020-06, which simplifies accounting for certain financial instruments and amends diluted earnings per share guidance, applicable for fiscal years beginning after December 15, 2023[79](index=79&type=chunk)[80](index=80&type=chunk) [NOTE 3 — INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203%20%E2%80%94%20INITIAL%20PUBLIC%20OFFERING) - The Company offered **15 million Units at $10.00 per Unit** in its Initial Public Offering, with each Unit comprising one ordinary share and one Public Warrant[81](index=81&type=chunk) - The underwriters fully exercised their over-allotment option on September 13, 2021, purchasing an additional **2.25 million Units** and **0.9 million Private Warrants**, resulting in approximately **$175.95 million** aggregate proceeds deposited into the Trust Account[82](index=82&type=chunk) [NOTE 4 — PRIVATE WARRANTS](index=18&type=section&id=NOTE%204%20%E2%80%94%20PRIVATE%20WARRANTS) - Concurrently with the IPO, the Sponsor and underwriters purchased **8.4 million Private Warrants at $1.00 each**, generating **$8.4 million**[86](index=86&type=chunk) - An additional **0.9 million Private Warrants** were purchased due to the over-allotment option exercise[87](index=87&type=chunk) - If the Company fails to complete a Business Combination within the Combination Period, the Private Warrants will expire worthless[88](index=88&type=chunk) [NOTE 5 — RELATED PARTY TRANSACTIONS](index=18&type=section&id=NOTE%205%20%E2%80%94%20RELATED%20PARTY%20TRANSACTIONS) - The Sponsor initially received **8.63 million Class B ordinary shares (Founder Shares) for $25,000**[89](index=89&type=chunk) - These shares were subject to forfeiture if the over-allotment option was not fully exercised, but as of March 31, 2022, no shares were available for forfeiture due to full exercise[90](index=90&type=chunk)[92](index=92&type=chunk) - **150,000 Founder Shares** were granted to independent director nominees in July 2021 with a fair value of **$0.38 million ($2.54 per share)**[91](index=91&type=chunk) - Compensation expense will be recognized only upon the consummation of a Business Combination[91](index=91&type=chunk) - Founder Shares are subject to a lock-up period until one year after the Business Combination, or earlier under specific conditions related to share price or company liquidation[95](index=95&type=chunk) - The Company issued **400,000 Class A ordinary shares (Underwriter Founder Shares) to its underwriters/designees at $0.0001 per share**, which are subject to transfer restrictions and waiver of redemption/liquidation rights[96](index=96&type=chunk) - **100,000** of these shares were subsequently surrendered[97](index=97&type=chunk) - The Sponsor issued an unsecured, non-interest bearing promissory note to the Company for up to **$0.30 million**, which was repaid in full (**$0.28 million**) on September 8, 2021[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - The Sponsor, affiliates, officers, or directors may provide Working Capital Loans to finance transaction costs, which would be repaid upon a Business Combination or convertible into Private Warrants[104](index=104&type=chunk) - No such loans were outstanding as of March 31, 2022[104](index=104&type=chunk) [NOTE 6 — COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%206%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) - The Company has an Administrative Support Agreement to pay the Sponsor up to **$10,000 per month** for office space and administrative support for up to **18 months**[106](index=106&type=chunk) - **$30,000** was accrued for these services for the three months ended March 31, 2022[107](index=107&type=chunk) - Holders of Founder Shares, Private Warrants, and warrants from Working Capital Loans are entitled to registration rights, requiring the Company to register such securities for resale[109](index=109&type=chunk) - EarlyBirdCapital and Sova Capital are engaged as advisors for a Business Combination, with a cash fee of **$4.50 million** (or **$5.23 million** if over-allotment exercised) payable upon consummation[111](index=111&type=chunk) [NOTE 7 — SHAREHOLDERS' EQUITY](index=21&type=section&id=NOTE%207%20%E2%80%94%20SHAREHOLDERS'%20EQUITY) - The Company is authorized to issue **5 million preferred shares**, but none were issued or outstanding as of March 31, 2022, and December 31, 2021[112](index=112&type=chunk) - **500 million Class A ordinary shares** are authorized; **300,000 non-redeemable shares** were issued and outstanding as of March 31, 2022, excluding **17.25 million shares** subject to possible redemption[113](index=113&type=chunk) - **50 million Class B ordinary shares** are authorized; **4.31 million shares** were issued and outstanding as of March 31, 2022[114](index=114&type=chunk) - These shares automatically convert to Class A ordinary shares on a one-for-one basis upon the closing of a Business Combination, subject to adjustment[117](index=117&type=chunk)[118](index=118&type=chunk) - Public Warrants become exercisable on the later of **30 days** after a Business Combination or **12 months** from the IPO closing[119](index=119&type=chunk) - The Company may redeem outstanding Public Warrants at **$0.01 per warrant** if the Class A ordinary share price equals or exceeds **$18.00** for **20 trading days** within a **30-day period**[120](index=120&type=chunk) - The exercise price of warrants and the **$18.00** redemption trigger price are subject to adjustment if additional ordinary shares or equity-linked securities are issued for capital raising purposes in connection with a Business Combination at an issue price less than **$9.20 per share**, and the volume weighted average trading price is below **$9.20 per share**[122](index=122&type=chunk) [NOTE 8 – FAIR VALUE MEASUREMENTS](index=23&type=section&id=NOTE%208%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) - The Company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on the observability of inputs used in valuation[123](index=123&type=chunk)[124](index=124&type=chunk) Marketable Securities Held in Trust Account (Amounts in US Dollars) | Asset | March 31, 2022 | December 31, 2021 | | :-------------------------------- | :------------- | :---------------- | | Marketable securities held in Trust Account (Level 1) | $175.97 million | $175.95 million | [NOTE 9 — SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%209%20%E2%80%94%20SUBSEQUENT%20EVENTS) - The Company evaluated subsequent events up to the financial statements' issuance date and did not identify any other events requiring adjustment or disclosure[127](index=127&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, operational results, liquidity, and critical accounting policies, emphasizing its status as a blank check company focused on completing a Business Combination [Overview](index=25&type=section&id=Overview) - Oxus Acquisition Corp. is a blank check company formed on February 3, 2021, with the sole purpose of effecting a Business Combination, and expects to incur significant costs without generating operating revenues until such combination is completed[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Results of Operations (Amounts in US Dollars) | Metric | For the Three Months Ended March 31, 2022 | For the Period from February 3, 2021 (inception) through March 31, 2021 | | :-------------------------------- | :---------------------------------------- | :-------------------------------------------------------------------- | | Net loss | $0.55 million | $18,708 | | Dividend income | $14,360 | $- | | Operating expenses | $0.57 million | $18,708 (formation expenses) | [Liquidity](index=25&type=section&id=Liquidity) Liquidity Position (Amounts in US Dollars) | Metric | As of March 31, 2022 | As of December 31, 2021 | | :-------------------------------- | :------------------- | :-------------------- | | Cash and marketable securities in Trust Account | $175.97 million | $175.95 million | | Cash outside Trust Account | $0.95 million | $1.12 million | | Working capital | $0.71 million | N/A | - The Company intends to use funds in the Trust Account primarily for a Business Combination and funds outside the Trust Account for identifying and evaluating target businesses, due diligence, and related expenses[140](index=140&type=chunk)[141](index=141&type=chunk)[145](index=145&type=chunk) - Management has determined that the mandatory liquidation if a Business Combination is not completed by March 8, 2023, and an extension is not obtained, raises substantial doubt about the Company's ability to continue as a going concern[143](index=143&type=chunk) - The Company may need to raise additional capital through loans from its Sponsor, shareholders, officers, directors, or third parties, but there is no assurance that such financing will be available on commercially acceptable terms[146](index=146&type=chunk) [Off-Balance Sheet Arrangements](index=27&type=section&id=Off-Balance%20Sheet%20Arrangements) - As of March 31, 2022, the Company has no obligations, assets, or liabilities considered off-balance sheet arrangements[147](index=147&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) - The Company does not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[148](index=148&type=chunk) - A cash fee of up to **$5.23 million** is payable to EarlyBirdCapital, Inc. and Sova Capital Limited for Business Combination advisory services upon consummation of an initial Business Combination[149](index=149&type=chunk) [Critical Accounting Policies](index=27&type=section&id=Critical%20Accounting%20Policies) - Warrants (Public and Private) are accounted for as equity-classified instruments based on ASC 480 and ASC 815-15, recorded as a component of additional paid-in capital[154](index=154&type=chunk)[155](index=155&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity at redemption value due to redemption rights being outside the Company's control[156](index=156&type=chunk) - Net loss per ordinary share is computed using the two-class method, with accretion associated with redeemable Class A ordinary shares excluded from EPS as the redemption value approximates fair value[157](index=157&type=chunk) - The Company is evaluating ASU 2020-06, which simplifies accounting for certain financial instruments and amends diluted earnings per share guidance, applicable for fiscal years beginning after December 15, 2023[158](index=158&type=chunk)[159](index=159&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Oxus Acquisition Corp. is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[160](index=160&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports that the company's disclosure controls and procedures were not effective as of March 31, 2022, due to a material weakness in accounting for complex financial instruments, and outlines the ongoing remediation efforts - The Company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were not effective as of March 31, 2022, due to a material weakness in internal control over financial reporting related to accounting for complex financial instruments[162](index=162&type=chunk) - Despite the material weakness, management believes the financial statements fairly present the financial position, results of operations, and cash flows due to additional analysis performed[162](index=162&type=chunk) - The Company is devoting significant effort and resources to remediate the material weakness by enhancing its system for evaluating and implementing accounting standards, including through enhanced analyses by personnel and third-party professionals[164](index=164&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) This section states that Oxus Acquisition Corp. is not currently involved in any legal proceedings - There are no legal proceedings[167](index=167&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the company's Annual Report for a comprehensive list of risk factors and highlights new or materially changed risks, specifically concerning regulatory changes for SPACs and the company's going concern status - The primary risk factors are detailed in the Annual Report on Form 10-K for the year ended December 31, 2021[168](index=168&type=chunk) - New risk factors include potential adverse effects from changes in laws or regulations, particularly the SEC's proposed rules issued on March 30, 2022, regarding business combination transactions involving SPACs[169](index=169&type=chunk)[170](index=170&type=chunk) - The company's proximity to its liquidation date (March 8, 2023) expresses substantial doubt about its ability to continue as a 'going concern,' which is a significant risk factor[171](index=171&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the issuance of Class B and Class A ordinary shares through unregistered sales, including forfeitures and transfers, and outlines the proceeds generated from the Initial Public Offering and private placements, which were deposited into the Trust Account - The Company issued **8.63 million Class B ordinary shares** to the Sponsor for **$25,000** and **400,000 Class A ordinary shares** to underwriters/designees at **$0.0001 per share** in unregistered sales[172](index=172&type=chunk) - Subsequently, **4.31 million founder shares** were forfeited by the Sponsor, and **100,000 underwriter founder shares** were forfeited[172](index=172&type=chunk) - The Initial Public Offering of **15 million Units** generated **$150 million** gross proceeds[173](index=173&type=chunk) - The full exercise of the over-allotment option added **$22.5 million** from **2.25 million additional Units**[174](index=174&type=chunk) - Private placements of **8.4 million warrants** and an additional **0.9 million warrants** generated **$8.4 million** and **$0.9 million**, respectively[175](index=175&type=chunk) - A total of **$175.95 million** from these proceeds was deposited into the Trust Account[176](index=176&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that there have been no defaults upon senior securities - There are no defaults upon senior securities[178](index=178&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that the disclosure requirements for mine safety are not applicable to the company - Mine Safety Disclosures are not applicable to the Company[179](index=179&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report - No other information is reported under this item[180](index=180&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with or incorporated by reference into the Quarterly Report, including corporate governance documents, officer certifications, and XBRL data files - Exhibits include the Amended and Restated Memorandum and Articles of Association, certifications of the Principal Executive Officer and Principal Financial Officer (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act), and various Inline XBRL documents[183](index=183&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ 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 OXUS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporati ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Oxus Acquisition Corp. as of September 30, 2021, and for the period from inception (February 3, 2021) through September 30, 2021, along with detailed notes explaining the company's organization, significant accounting policies, and specific transactions [Unaudited Condensed Balance Sheet](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheet) The balance sheet provides a snapshot of the company's assets, liabilities, and shareholders' equity as of September 30, 2021 Unaudited Condensed Balance Sheet (as of September 30, 2021) | ASSETS | Amount ($) | | :--------------------------------- | :----------- | | Cash | 1,747,044 | | Prepaid expenses | 17,149 | | Total Current Assets | 1,764,193 | | Cash held in Trust Account | 175,950,628 | | **TOTAL ASSETS** | **177,714,821** | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | Accrued offering costs and expenses | 65,234 | | Total Current Liabilities | 65,234 | | Class A ordinary shares subject to possible redemption | 175,950,000 | | Total Shareholders' Equity | 1,699,587 | | **TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY** | **177,714,821** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This statement details the company's financial performance, including formation and operating expenses, and net loss for the specified periods Unaudited Condensed Statements of Operations | Metric | Three Months Ended Sep 30, 2021 ($) | Period from Feb 3, 2021 (inception) through Sep 30, 2021 ($) | | :------------------------------------------------- | :---------------------------------- | :----------------------------------------------------------------- | | Formation and operating expenses | 7,929 | 26,637 | | Loss from operations | (7,929) | (26,637) | | Dividend received | 628 | 628 | | **Net loss** | **(7,301)** | **(26,009)** | | Basic and diluted net loss per redeemable Class A ordinary share | (0.00) | (0.00) | | Basic and diluted net loss per non-redeemable ordinary share | (0.00) | (0.00) | [Unaudited Condensed Statements of Changes in Shareholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) This statement outlines the changes in shareholders' equity from inception to September 30, 2021, reflecting capital transactions and net losses - Total Shareholders' Equity increased from **$0** at inception to **$1,699,587** as of September 30, 2021, primarily due to proceeds from the sale of Private Warrants and fair value of Public Warrants, offset by reclassification of Class A ordinary shares to redemption amount and accumulated net losses[13](index=13&type=chunk) [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the period from inception to September 30, 2021 Unaudited Condensed Statement of Cash Flows (Period from Feb 3, 2021 to Sep 30, 2021) | Cash Flow Activity | Amount ($) | | :-------------------------------------- | :----------- | | Net cash provided by operating activities | 21,448 | | Net cash used in investing activities | (175,950,000) | | Net cash provided by financing activities | 177,675,596 | | **Net Change in Cash** | **1,747,044** | | Cash - Ending | 1,747,044 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes provide detailed explanations and disclosures supporting the unaudited condensed financial statements, covering accounting policies and specific transactions [NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201%20%E2%80%94%20ORGANIZATION%20AND%20DESCRIPTION%20OF%20BUSINESS%20OPERATIONS) This note details the company's formation as a SPAC, its business objectives, and the key events of its Initial Public Offering and trust account establishment - Oxus Acquisition Corp. is a blank check company (SPAC) incorporated on February 3, 2021, aiming for a business combination in energy transition technologies (e.g., battery materials, EV infrastructure) in emerging/frontier markets like CIS, South/South-East Asia, and MENA regions[18](index=18&type=chunk)[19](index=19&type=chunk) - The company completed its Initial Public Offering (IPO) on September 8, 2021, selling **15,000,000 units** at **$10.00 per unit**, and **8,400,000 Private Warrants** at **$1.00 each**; an over-allotment option was fully exercised on September 13, 2021, adding **2,250,000 units** and **900,000 Private Warrants**[21](index=21&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) - A total of **$175.95 million** from the IPO and over-allotment proceeds was deposited into a Trust Account, to be invested in U.S. government securities or money market funds until a business combination or liquidation[26](index=26&type=chunk)[27](index=27&type=chunk) - The company has **18 months** from the IPO closing to complete a Business Combination; if unsuccessful, it will redeem public shares and liquidate[34](index=34&type=chunk) [NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS](index=12&type=section&id=NOTE%202%20%E2%80%94%20RESTATEMENT%20OF%20PREVIOUSLY%20ISSUED%20FINANCIAL%20STATEMENTS) This note explains the restatement of financial statements to correctly classify Class A ordinary shares as temporary equity, aligning with SEC guidance - The company restated its financial statements to reclassify all Class A ordinary shares subject to possible redemption as temporary equity, in accordance with SEC guidance and ASC 480, correcting a previous classification error where a portion was in permanent equity[43](index=43&type=chunk)[44](index=44&type=chunk) Impact of Restatement on Balance Sheet (as of September 8, 2021) | Item | As Previously Reported ($) | Restatement Adjustment ($) | As Restated ($) | | :----------------------------------------------------------------- | :------------------------- | :------------------------- | :-------------- | | Class A ordinary shares subject to possible redemption | 149,753,787 | 3,246,213 | 153,000,000 | | Class A ordinary shares, $0.0001 par value | 62 | (32) | 30 | | Additional paid-in capital | 5,019,110 | (3,246,181) | 1,772,929 | | Accumulated deficit | (19,602) | - | (19,602) | | Total shareholders' equity/(deficit) | 4,999,570 | (3,246,213) | 1,753,357 | [NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%203%20%E2%80%94%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and policies applied in preparing the financial statements, including GAAP compliance and specific classifications - The financial statements are prepared in accordance with GAAP for interim information, with certain disclosures condensed or omitted per SEC rules for interim reporting[48](index=48&type=chunk) - The company is an 'emerging growth company' under the JOBS Act, allowing it to take advantage of certain exemptions, including an extended transition period for new accounting standards[50](index=50&type=chunk)[51](index=51&type=chunk) - All **17,250,000 Class A ordinary shares** sold in the IPO are classified as temporary equity due to redemption features not solely within the company's control, with accretion from initial book value to redemption amount recognized[58](index=58&type=chunk) - Offering costs of **$4.15 million** (**$3.45 million** underwriting fees, **$0.70 million** other) were charged to shareholders' equity upon IPO completion[61](index=61&type=chunk) - Warrants (Public and Private) are equity-classified instruments based on ASC 480 and ASC 815, as they meet the criteria for equity classification[70](index=70&type=chunk)[73](index=73&type=chunk) [NOTE 4 — INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%204%20%E2%80%94%20INITIAL%20PUBLIC%20OFFERING) This note details the structure and proceeds of the company's Initial Public Offering, including the units sold and the exercise of the over-allotment option - The IPO involved **15,000,000 units** at **$10.00 each**, with each unit comprising one ordinary share and one Public Warrant; the underwriters fully exercised their over-allotment option for an additional **2,250,000 units**, bringing total gross proceeds from units to **$172.50 million**[75](index=75&type=chunk)[76](index=76&type=chunk) [NOTE 5 — PRIVATE WARRANTS](index=17&type=section&id=NOTE%205%20%E2%80%94%20PRIVATE%20WARRANTS) This note describes the issuance and terms of Private Warrants, including their purchase by the Sponsor and underwriters, and conditions for their expiration - Concurrently with the IPO, the Sponsor and underwriters purchased **8,400,000 Private Warrants** for **$8.40 million**; an additional **900,000 Private Warrants** were purchased for **$0.90 million** due to the over-allotment exercise[77](index=77&type=chunk)[78](index=78&type=chunk) - Private Warrants will expire worthless if a Business Combination is not completed within the Combination Period, with proceeds used to redeem Public Shares[81](index=81&type=chunk) [NOTE 6 — RELATED PARTY TRANSACTIONS](index=18&type=section&id=NOTE%206%20%E2%80%94%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions and agreements with related parties, including the Sponsor's acquisition of Founder Shares and administrative support arrangements - The Sponsor acquired **8,625,000 Class B ordinary shares** (Founder Shares) for **$25,000**; after forfeitures and transfers, **4,312,500 Founder Shares** remained outstanding as of September 30, 2021[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) - Underwriter Founder Shares (**300,000 Class A ordinary shares**) were issued at **$0.0001 per share**, subject to transfer restrictions and waiver of redemption/liquidation rights[88](index=88&type=chunk)[89](index=89&type=chunk) - The Company has an administrative support agreement to pay the Sponsor up to **$10,000 per month** for office space and support for up to **18 months**[95](index=95&type=chunk) [NOTE 7 — COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%207%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's various commitments and potential contingencies, including registration rights and advisory service fees upon business combination - Holders of Founder Shares, Private Warrants, and Working Capital Loan warrants are entitled to registration rights[96](index=96&type=chunk) - The Company will pay EarlyBirdCapital and Sova Capital a cash fee of **$4.50 million** (up to **$5.23 million** with over-allotment) upon consummation of a Business Combination for advisory services[99](index=99&type=chunk) [NOTE 8 — SHAREHOLDERS' EQUITY](index=21&type=section&id=NOTE%208%20%E2%80%94%20SHAREHOLDERS'%20EQUITY) This note details the composition of shareholders' equity, including outstanding share classes and the terms and conditions governing Public Warrants - As of September 30, 2021, there were **300,000 non-redeemable Class A ordinary shares** and **4,312,500 Class B ordinary shares** issued and outstanding; no preferred shares were issued[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - Public Warrants become exercisable on the later of **30 days** after a Business Combination or **12 months** from IPO closing, and may be redeemed by the Company if Class A ordinary share price equals or exceeds **$18.00**[106](index=106&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) [NOTE 9 — SUBSEQUENT EVENTS](index=22&type=section&id=NOTE%209%20%E2%80%94%20SUBSEQUENT%20EVENTS) This note confirms that no other significant events requiring adjustment or disclosure occurred after the balance sheet date - No other subsequent events requiring adjustment or disclosure were identified after the balance sheet date up to the financial statements issuance date[108](index=108&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its status as a blank check company, its lack of operating revenue, and its liquidity strategy following the Initial Public Offering [Overview](index=23&type=section&id=Overview) This overview reiterates the company's purpose as a blank check company formed to pursue a business combination - Oxus Acquisition Corp. is a blank check company formed on February 3, 2021, to pursue a business combination, intending to use IPO proceeds, shares, debt, or a combination thereof[112](index=112&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) This section details the company's financial performance, noting the absence of operating revenues and the focus on formation activities - The company has not generated any operating revenues to date, with activities focused on formation and the IPO; non-operating income is expected from interest on marketable securities in the Trust Account[114](index=114&type=chunk) Net Loss Summary | Period | Net Loss ($) | | :------------------------------------------------ | :----------- | | Three months ended September 30, 2021 | (7,301) | | Period from February 3, 2021 (inception) through September 30, 2021 | (26,009) | [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's financial resources, including funds in the Trust Account and strategies for funding business combination activities - Following the IPO and private placement, **$175.95 million** was placed in the Trust Account; transaction costs amounted to **$4.15 million**[118](index=118&type=chunk)[119](index=119&type=chunk) - Substantially all funds in the Trust Account are intended for the Business Combination, with interest potentially used for taxes; funds outside the Trust Account are for identifying and evaluating target businesses and due diligence[120](index=120&type=chunk)[121](index=121&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans, repayable from Trust Account proceeds upon Business Combination or from outside funds if no combination occurs; up to **$1.5 million** of such loans may be convertible into Private Warrants[122](index=122&type=chunk) [Off-Balance Sheet Arrangements](index=25&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements as of the reporting date - The company had no off-balance sheet arrangements as of September 30, 2021[124](index=124&type=chunk) [Contractual Obligations](index=25&type=section&id=Contractual%20Obligations) This section outlines the company's contractual commitments, including advisory fees contingent on a business combination - The company has no long-term debt, capital lease, or operating lease obligations; a contractual obligation exists to pay EarlyBirdCapital and Sova Capital up to **$5.23 million** for Business Combination advisory services upon consummation[125](index=125&type=chunk)[126](index=126&type=chunk) [Critical Accounting Policies](index=25&type=section&id=Critical%20Accounting%20Policies) This section highlights the significant accounting policies that require management's judgment and estimates, particularly for complex financial instruments - Key accounting policies include the classification of Warrants as equity-classified instruments (ASC 815-40) and Class A ordinary shares subject to possible redemption as temporary equity (ASC 480)[129](index=129&type=chunk)[130](index=130&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Oxus Acquisition Corp. is exempt from providing quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide disclosures about market risk[135](index=135&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2021, due to a material weakness in internal control over financial reporting related to the accounting classification of redeemable ordinary shares - Disclosure controls and procedures were deemed not effective as of September 30, 2021[137](index=137&type=chunk) - A material weakness was identified in internal control over financial reporting concerning the proper accounting classification of ordinary shares subject to possible redemption, leading to a restatement of the balance sheet[138](index=138&type=chunk)[139](index=139&type=chunk) - The company is dedicating significant effort and resources to remediate and improve its internal control over financial reporting, particularly regarding complex financial instruments[141](index=141&type=chunk) [PART II. OTHER INFORMATION](index=27&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, and other disclosures not covered in the financial statements [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) Oxus Acquisition Corp. reported no legal proceedings as of the filing date - No legal proceedings were reported[143](index=143&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) The company refers to the risk factors disclosed in its final prospectus for the Initial Public Offering, noting no material changes as of the date of this Quarterly Report - No material changes to the risk factors disclosed in the final prospectus of the Initial Public Offering were reported[144](index=144&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the issuance of unregistered equity securities, including Founder Shares and Private Placement Warrants, and the use of proceeds from the registered Initial Public Offering and subsequent over-allotment - Issued **8,625,000 Class B ordinary shares** to the Sponsor for **$25,000** and **400,000 Class A ordinary shares** to underwriters/designees in private placements[145](index=145&type=chunk) - The Initial Public Offering generated **$150,000,000** from **15,000,000 units**; the full exercise of the over-allotment option added **$22,500,000** from **2,250,000 additional units**[146](index=146&type=chunk)[147](index=147&type=chunk) - Private Placement Warrants generated **$8,400,000** from **8,400,000 warrants**, with an additional **$900,000** from **900,000 warrants** due to the over-allotment[148](index=148&type=chunk) - A total of **$175,950,000** from the IPO and private placements was deposited into the Trust Account[149](index=149&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Oxus Acquisition Corp. reported no defaults upon senior securities - No defaults upon senior securities were reported[150](index=150&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Oxus Acquisition Corp. - Mine Safety Disclosures are not applicable to the company[151](index=151&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) Oxus Acquisition Corp. reported no other information requiring disclosure under this item - No other information was reported[152](index=152&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report, including organizational documents, certifications, and XBRL documents - Exhibits include Amended and Restated Memorandum and Articles of Association, certifications of principal executive and financial officers, and Inline XBRL documents[154](index=154&type=chunk) [SIGNATURES](index=29&type=section&id=SIGNATURES) This section provides the official signatures of the company's principal executive and financial officers, certifying the report's contents - The report was signed by Kanat Mynzhanov, Chief Executive Officer, and Askar Mametov, Chief Financial Officer, on November 15, 2021[160](index=160&type=chunk)