Borealis Foods(BRLS) - 2021 Q4 - Annual Report

Part I Business Oxus Acquisition Corp. is a blank check company targeting energy transition technologies in emerging markets, with a business combination deadline of March 8, 2023 - The company is a blank check company targeting a business combination in energy transition technologies within emerging/frontier countries, including CIS, South and South-East Asia, and MENA regions[15] Initial Public Offering (IPO) and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Date | September 8, 2021 | | Units Offered (Initial + Over-allotment) | 17,250,000 | | Price per Unit | $10.00 | | Total Proceeds in Trust Account | $175,950,000 | | Deadline for Business Combination | March 8, 2023 | - The management team's expertise, led by founder Kenges Rakishev, is centered on deal sourcing, investing, and operating in sectors like metals & mining, fintech, and technology, which will be leveraged to identify a target[18][19] - The target business must have a fair market value equal to at least 80% of the funds in the trust account at the time of the agreement[55] - If a business combination is not completed by March 8, 2023, the company will cease operations, redeem 100% of public shares, and liquidate[73] Risk Factors The company faces significant risks as a blank check entity, including failure to complete a business combination by March 8, 2023, conflicts of interest, geopolitical instability, and identified material weaknesses in internal controls - There is a risk of not completing an initial business combination before the March 8, 2023 deadline, which would lead to the redemption of public shares and the expiration of warrants as worthless[101][172] - Officers and directors have potential conflicts of interest, as their financial incentives (founder shares) may lead them to approve a business combination that is not in the best interest of public shareholders[101][142] - The ongoing military conflict between Russia and Ukraine creates geopolitical instability and market disruption, which could adversely affect the search for a business combination, particularly given the company's focus on the CIS region[191] - Acquiring a business in emerging markets like the CIS, South-East Asia, and MENA regions exposes the company to heightened political, economic, and legal risks[192][194] - A material weakness in internal control over financial reporting related to the accounting for complex financial instruments has been identified as of December 31, 2021[207] - The independent auditor's report expresses substantial doubt about the company's ability to continue as a "going concern" due to its dependence on completing a business combination[210][331] Unresolved Staff Comments The company reports that it has no unresolved staff comments from the SEC - There are no unresolved staff comments as of the report date[211] Properties The company's principal executive offices are located in Almaty, Kazakhstan, with costs covered by a $10,000 per-month administrative fee paid to the sponsor - The company maintains its principal executive offices at 300/26 Dostyk Avenue, Almaty, 050020, Kazakhstan[212] - The office space cost is included in a $10,000 monthly administrative fee paid to the sponsor for general and administrative services[212] Legal Proceedings The company reports that there is no material litigation, arbitration, or governmental proceeding currently pending against it or its management team - There are no material legal proceedings pending against the company or its management[214] Mine Safety Disclosures This item is not applicable to the company - Mine safety disclosures are not applicable[215] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's securities trade on Nasdaq, has not paid dividends, and deposited $175.95 million from IPO proceeds into the trust account Trading Information | Security | Trading Symbol | Exchange | | :--- | :--- | :--- | | Units | OXUSU | Nasdaq | | Class A Ordinary Shares | OXUS | Nasdaq | | Warrants | OXUSW | Nasdaq | - The company has not paid any cash dividends and does not plan to before the initial business combination[219] - Net proceeds from the IPO and private placement totaling $175,950,000 were deposited into the trust account[221] Management's Discussion and Analysis of Financial Condition and Results of Operations As a blank check company, Oxus Acquisition Corp. reported a $0.41 million net loss for the period ending December 31, 2021, with management expressing substantial doubt about its going concern ability - The company has not generated any revenue and its activities have been limited to organizational and IPO-related tasks[227] Financial Highlights (For the period from Feb 3, 2021 to Dec 31, 2021) | Metric | Value | | :--- | :--- | | Net Loss | $0.41 million | | Cash used in operating activities | $0.60 million | | Cash and marketable securities in Trust Account | $175.95 million | | Cash outside of Trust Account | $1.12 million | - Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern due to the requirement to consummate a Business Combination by March 8, 2023[237][370] - The company has no off-balance sheet arrangements[241] Financial Statements and Supplementary Data This section presents the company's audited financial statements for the period ending December 31, 2021, including the auditor's report with a going concern explanatory paragraph - The independent auditor's report from Marcum LLP expresses an opinion that the financial statements are presented fairly, but includes an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern[330][331] Balance Sheet Summary as of December 31, 2021 | Category | Amount (USD) | | :--- | :--- | | Assets | | | Total Current Assets | $1,435,968 | | Cash held in Trust Account | $175,953,964 | | Total Assets | $177,486,184 | | Liabilities & Equity | | | Total Current Liabilities | $235,051 | | Class A ordinary shares subject to possible redemption | $175,950,000 | | Total Shareholders' Equity | $1,301,133 | | Total Liabilities and Shareholders' Equity | $177,486,184 | Statement of Operations Summary (Feb 3, 2021 - Dec 31, 2021) | Line Item | Amount (USD) | | :--- | :--- | | Formation and operating expenses | $428,376 | | Loss from operations | ($428,376) | | Other income | $20,752 | | Net loss | ($407,624) | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - There were no disagreements with accountants on accounting and financial disclosure[256] Controls and Procedures Management concluded that disclosure controls and procedures were ineffective as of December 31, 2021, due to a material weakness in internal control over financial reporting - As of December 31, 2021, the company's disclosure controls and procedures were concluded to be ineffective[259] - The ineffectiveness was due to a material weakness in internal controls related to the accounting for complex financial instruments[259][262] - No report on internal control over financial reporting from management or an attestation from the auditor is included, as permitted for newly public companies[260] Other Information The company reports no other information under this item - None[263] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[264] Part III Directors, Executive Officers and Corporate Governance This section details the company's directors and executive officers, board structure, and the establishment of independent Audit, Nominating, and Compensation Committees Directors and Executive Officers | Name | Title | | :--- | :--- | | Kenges Rakishev | Non-executive Chairman and Director | | Kanat Mynzhanov | Chief Executive Officer and Director | | Askar Mametov | Chief Financial Officer | | Christophe Charlier | Director | | Sergey Ivashkovsky | Director | | Shiv Vikram Khemka | Director | - The board of directors is divided into three classes with staggered three-year terms[281] - The company has established Audit, Nominating, and Compensation committees, each consisting of independent directors Christophe Charlier, Shiv Vikram Khemka, and Sergei Ivashkovsky[283][286][289] - The board has determined that Christophe Charlier qualifies as an "audit committee financial expert"[285] Executive Compensation No executive officers received cash compensation; the sponsor receives a $10,000 monthly fee for administrative services, with management eligible for expense reimbursement - No executive officer has received any cash compensation for services rendered[290] - The company pays its sponsor $10,000 per month for general and administrative services, including office space and utilities[290] - Management team members are eligible for reimbursement of out-of-pocket expenses incurred on behalf of the company[291] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section details beneficial ownership as of March 30, 2022, with the sponsor holding 19.2% and all directors and executive officers as a group holding 19.7% of outstanding shares Beneficial Ownership as of March 30, 2022 | Beneficial Owner | Percentage of Outstanding Shares | | :--- | :--- | | Oxus Capital PTE. LTD. (Sponsor) | 19.2% | | Kenges Rakishev | 19.2% | | Adage Capital Partners, L.P. | 7.4% | | D.E. Shaw Valence Portfolios, L.L.C. | 7.3% | | Barclays PLC | 6.1% | | Polar Asset Management Partners Inc. | 5.1% | | All directors and executive officers as a group | 19.7% | - Founder shares are held in escrow and subject to lock-up provisions that release based on time elapsed after the business combination and the company's stock price performance[296] Certain Relationships and Related Transactions, and Director Independence This section outlines related party transactions, including the sponsor's purchase of founder shares and private warrants, a $300,000 loan, and a $10,000 monthly administrative fee, alongside the identification of three independent directors - The sponsor purchased 4,312,500 Class B founder shares for an aggregate price of $25,000[301] - The sponsor and underwriters purchased an aggregate of 9,300,000 private warrants at $1.00 per warrant in a private placement[302] - The sponsor provided a loan of up to $300,000 for IPO expenses, of which $279,935 was drawn and has been repaid[305] - The company pays the sponsor $10,000 per month for administrative services[306] - The board has determined that Christophe Charlier, Sergei Ivaskhovksy, and Shiv Vikram Khemka are independent directors under Nasdaq listing rules[316] Principal Accountant Fees and Services Marcum LLP served as the independent auditor, with $68,650 in audit fees for the period ending December 31, 2021, and all services pre-approved by the audit committee Accountant Fees (Feb 3, 2021 - Dec 31, 2021) | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | $68,650 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee pre-approves all audit and permitted non-audit services provided by the independent auditor[322] Part IV Exhibits and Financial Statement Schedules This section lists all exhibits filed with the Annual Report, including corporate governance documents, IPO-related agreements, and officer certifications - This section lists all exhibits filed with the Annual Report, such as corporate governance documents, agreements related to the IPO, and certifications[323][324] Form 10-K Summary The company did not provide a summary for this item - None[326]