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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): September 2, 2021
Oxus Acquisition
Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40778 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan |
050040 | |
| (Address of principal executive offices) | (Zip Code) |
|
+7 (727)355-0151
Not Applicable |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one class A ordinary share and one Warrant | OXUSU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | OXUS | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | OXUSW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On September 2, 2021, the registration statement on Form S-1 (File No. 333-258183) relating to the initial public offering (the “Offering”) of Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities and Exchange Commission (the “Registration Statement”).
On September 8, 2021, the Company consummated the Offering of 15,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”) and one redeemable warrant (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $150,000,000.
In connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated September 2, 2021, between the Company and EarlyBirdCapital, Inc., as representative of the underwriters named therein, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | A Business Combination Marketing Agreement, dated September 2, 2021, between the Company and EarlyBirdCapital, Inc. and Sova Capital Limited, a copy of which is filed as Exhibit 1.2 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | A Warrant Agreement, dated September 2, 2021, between the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | An Investment Management Trust Agreement, dated September 2, 2021, between the Company and Continental, as trustee, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | A Private Placement Warrants Purchase Agreement, dated September 2, 2021, between the Company and Oxus Capital PTE. LTD. (the “Sponsor”), a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | A Private Placement Warrants Purchase Agreement, dated September 2, 2021, between the Company and EarlyBirdCapital, Inc., a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | A Private Placement Warrants Purchase Agreement, dated September 2, 2021, between the Company and Sova Capital Limited, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | A Registration Rights Agreement, dated September 2, 2021, among the Company, the Sponsor and certain securityholders, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | An Administrative Services Agreement, dated September 2, 2021, between the Company and the Sponsor, a copy of which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | A Letter Agreement, dated September 2, 2021, by and among the Company, the Sponsor, the initial shareholders and each officer and director of the Company, a copy of which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | Indemnity Agreements, each dated September 2, 2021, between the Company and each officer and director of the Company, the form of which is filed as Exhibit 10.8 to this Current Report on Form 8-K and incorporated herein by reference; |
| ● | A Stock Escrow Agreement, dated September 2, 2021, by and among the Company, Continental, and certain security holders, a copy of which is filed as Exhibit 10.9 to this Current Report on Form 8-K and incorporated herein by reference. |
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Item 3.02. Unregistered Sales of Equity Securities.
On September 8, 2021, simultaneously with the consummation of the Offering, the Company consummated the private placement of an aggregate of 8,400,000 warrants (the “Private Placement Warrants”) to the Sponsor, EarlyBirdCapital Inc. and Sova Capital Limited, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8,400,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Warrants are identical to the Warrants underlying the Units, except that the Private Placement Warrants are subject to certain transfer restrictions.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of September 2, 2021, the following individuals were appointed to the board of directors of the Company: Christophe Charlier, Sergey Ivashkovsky and Shiv Vikram Khemka. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On September 6, 2021, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to 500,000,000 Class A Ordinary Shares, up to 50,000,000 Class B ordinary shares, par value $0.0001 per share and up to 5,000,000 preference shares par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
A total of $153,000,000 of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”), with Continental acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial business combination, (b) the redemption of all of the Class A Ordinary Shares included in the Units sold in the Offering (“public shares”) if the Company is unable to complete its initial business combination within 18 months from the closing of the Offering or such later time as the shareholders of the Company may approve in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, subject to applicable law, and (c) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Amended Articles (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.
On September 2, 2021, the Company issued a press release announcing the pricing of the Offering, and on September 8, 2021, the Company issued a press release announcing the closing of the Offering, copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OXUS ACQUisition corp. | |||
| By: | /s/ Kanat Mynzhanov | ||
| Name: | Kanat Mynzhanov | ||
| Title: | Chief Executive Officer | ||
Date: September 9, 2021
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