SEC Comment Letter 0000000000-23-012297 to Oxus Acquisition Corp. (BRLS, BRLSW) (CIK 0001852973) (BRLS)
Oxus Acquisition Corp. (BRLS, BRLSW) (CIK 0001852973)
Date: Nov. 9, 2023 · CIK: 0001852973 · Accession: 0000000000-23-012297
AI Filing Summary & Sentiment
File numbers found in text: 333-273967
Letter
United States securities and exchange commission logo November 9, 2023 Kanat Mynzhanov Chief Executive Officer Oxus Acquisition Corp. 300/26 Dostyk Avenue Almaty, Kazakhstan 050020 Re:Oxus Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed October 24, 2023 File No. 333-273967 Dear Kanat Mynzhanov: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 11, 2023 letter. Amendment No. 1 to Registration Statement on Form S-4 filed October 24, 2023 General 1.We note your response to prior comment 13. Please note that a transaction that commenced privately cannot be converted to a registered offering. Please provide your analysis as to why you believe you are eligible to register the primary issuance of the underlying common shares to the New Investor Convertible Notes as the overlying securities appear to have been offered privately. Alternatively, please revise your registration fee table and prospectus to indicate that the registration statement does not cover the offer and sale of these underlying securities. Refer to Securities Act Sections Compliance and Disclosure Interpretations Questions 103.04 and 134.02.
FirstName LastNameKanat Mynzhanov Comapany NameOxus Acquisition Corp. November 9, 2023 Page 2 FirstName LastName Kanat Mynzhanov Oxus Acquisition Corp. November 9, 2023 Page 2 Transaction Timeline, page 80 2.We note your response to prior comment 25 and reissue the comment in full. Updated Projections for Borealis as of September 2023, page 103 3.We note your response to prior comment 30 and reissue the comment in full. Please revise to disclose whether the projections are in line with historic operating trends and, if not, address why the change in trends is appropriate or assumptions are reasonable. 4.We note your added disclosure that the first shipments to Europe will take place in October of 2023. Please update this disclosure in a future amendment. Customers and Distributors Material Agreements with Key Customers, page 175 5.We note your added disclosure regarding material agreements with key customers. Please revise to disclose the material terms of each agreement, include each parties' rights and obligations, the duration of the agreement, and the termination provision. Going Concern, page F-23 6.Please revise to disclose the available date of your financial statements where you indicated as "XXXX, 2023". This comment also applies to page F-33.
FirstName LastNameKanat Mynzhanov Comapany NameOxus Acquisition Corp. November 9, 2023 Page 3 FirstName LastName Kanat Mynzhanov Oxus Acquisition Corp. November 9, 2023 Page 3 Please contact Andi Carpenter at 202-551-3645 or Melissa Gilmore at 202-551-3777 if you have questions regarding comments on the financial statements and related matters. Please contact Patrick Fullem at 202-551-8337 or Asia Timmons-Pierce at 202-551-3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Yuta N. Delarck
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United States securities and exchange commission logo
November 9, 2023
Kanat Mynzhanov
Chief Executive Officer
Oxus Acquisition Corp.
300/26 Dostyk Avenue
Almaty, Kazakhstan 050020
Re:Oxus Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 24, 2023
File No. 333-273967
Dear Kanat Mynzhanov:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 11, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed October 24, 2023
General
1.We note your response to prior comment 13. Please note that a transaction that
commenced privately cannot be converted to a registered offering. Please provide your
analysis as to why you believe you are eligible to register the primary issuance of the
underlying common shares to the New Investor Convertible Notes as the overlying
securities appear to have been offered privately. Alternatively, please revise your
registration fee table and prospectus to indicate that the registration statement does not
cover the offer and sale of these underlying securities. Refer to Securities Act Sections
Compliance and Disclosure Interpretations Questions 103.04 and 134.02.
FirstName LastNameKanat Mynzhanov
Comapany NameOxus Acquisition Corp.
November 9, 2023 Page 2
FirstName LastName
Kanat Mynzhanov
Oxus Acquisition Corp.
November 9, 2023
Page 2
Transaction Timeline, page 80
2.We note your response to prior comment 25 and reissue the comment in full.
Updated Projections for Borealis as of September 2023, page 103
3.We note your response to prior comment 30 and reissue the comment in full. Please revise
to disclose whether the projections are in line with historic operating trends and, if not,
address why the change in trends is appropriate or assumptions are reasonable.
4.We note your added disclosure that the first shipments to Europe will take place in
October of 2023. Please update this disclosure in a future amendment.
Customers and Distributors
Material Agreements with Key Customers, page 175
5.We note your added disclosure regarding material agreements with key customers. Please
revise to disclose the material terms of each agreement, include each parties' rights and
obligations, the duration of the agreement, and the termination provision.
Going Concern, page F-23
6.Please revise to disclose the available date of your financial statements where you
indicated as "XXXX, 2023". This comment also applies to page F-33.
FirstName LastNameKanat Mynzhanov
Comapany NameOxus Acquisition Corp.
November 9, 2023 Page 3
FirstName LastName
Kanat Mynzhanov
Oxus Acquisition Corp.
November 9, 2023
Page 3
Please contact Andi Carpenter at 202-551-3645 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters. Please
contact Patrick Fullem at 202-551-8337 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Yuta N. Delarck