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October 23, 2023

Securities and Exchange Commission

Office of Trade & Services

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

Re: Oxus Acquisition Corp.

Registration Statement on Form S-4

Filed August 14, 2023

File No. 333-273967

Dear Mr. Fullem:

On behalf of Oxus Acquisition Corp. (the “Company”),
set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement
on Form S-4 (File No. 333-273967) (the “Registration Statement”). An electronic version of Amendment No. 1 (“Amendment
No. 1”) to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration
Statement, as amended by Amendment No. 1, is referred to as the “Amended Registration Statement.”

Set forth below are the responses of the Company
to the comments of the Staff’s letter to the Company, dated September 11, 2023, relating to the Registration Statement. For ease
of reference, the text of the comments in the Staff’s letter is reproduced in bold and italics herein. Unless otherwise indicated,
all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in
this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

Registration Statement on Form S-4 filed August 14,
2023

General

1. Revise
your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by
including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

Response: In response to the
Staff’s comment, the Company has revised its disclosures on pages xvi, 5 and 6 of the Amended Registration Statement.

2. We
note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for this
agreement.

Response: In response to the
Staff’s comment, the Company has revised pages 36 and 37 of the Registration Statement to clarify that no additional consideration
was provided to holders of Founders Shares in exchange for such holders waiving their redemption rights with respect to their Founder
Shares and any acquired Public Shares.

3. Please
revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in
connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount
of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels
detailed in your sensitivity analysis, including any needed assumptions.

Response: In response to the
Staff’s comment, the Company has revised its disclosures on pages xvii and xviii of the Amended Registration Statement.

4. Quantify
the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and
identify any material resulting risks.

Response: In response to the
Staff’s comment, the Company has revised its disclosures on pages xxv and 60 of the Amended Registration Statement.

5. It
appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective
underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on page 7  of the Amended Registration Statement.

6. We
note that the SPAC IPO underwriters performed additional services after the IPO and part of the IPO underwriting fee was deferred and
conditioned on completion of a business combination. Please quantify the aggregate fees payable to the SPAC IPO underwriters that are
contingent on completion of the business combination.

Response: In response to Staff’s
comment, the Company has revised its disclosures on pages xxiii, 7 and 97 of the Amended Registration Statement.

7. Please
disclose if you have arrangements to sell additional securities to raise funds to satisfy the minimum cash required to complete the business
combination transaction after returning funds to redeeming stockholders. Revise the disclosure to discuss the key terms of any convertible
securities and to disclose the potential impact of those securities on non-redeeming shareholders.

Response: In response to the
Staff’s comments, the Company hereby confirms that, although the Business Combination Agreement permits certain additional financing,
including New Investor Convertible Notes, which have already been issued, there are currently no arrangements to sell additional securities
to raise funds to satisfy the minimum cash required to complete the business combination transaction after returning funds to redeeming
stockholders. The Company also notes that the key terms of the New Investor Convertible Notes and the potential impact of those securities
on non-redeeming shareholders are disclosed in the Registration Statement. The Company has revised its disclosure on page 36 of the Amended
Registration Statement to disclose the risks associated with the Company’s potential sale of additional securities to raise funds
to satisfy the minimum cash requirement.

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8. Please
tell us, with a view to disclosure, whether you have received notice from the underwriters or any other firm engaged in connection with
the SPAC’s initial public offering about ceasing involvement in your transaction and how that may impact your deal, including the
deferred underwriting compensation owed for the SPAC’s initial public offering.

Response:
In response to the Staff’s comments, the Company hereby confirms that it has not received notice from the underwriters or any other
firm engaged in connection with the Company’s IPO about ceasing involvement in the transaction.

9. Please
revise your filing, as applicable, to provide more specific disclosure related to the direct or indirect impact that Russia’s invasion
of Ukraine and the international response have had or may have on your business. For additional guidance, please see the Division of Corporation
Finance’s Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues,
issued by the Staff in May 2022.

Response: In response to the Staff’s
comments, the Company has revised its disclosures on pages 16, 26, 45 and 181 of the Amended Registration Statement.

10. We
note that the majority of your directors and officers are non-residents of the United States, and all or a substantial portion of the
assets of such persons are located outside the United States. Please create a separate Enforceability of Civil Liabilities section for
the discussion of the enforcement risks related to civil liabilities due to your officers and directors being located in Oakville, Ontario,
or other locations. Please identify each officer and/or director located in Oakville, Ontario, or other locations and disclose that it
will be more difficult to enforce liabilities and enforce judgments on those individuals.

Response: In response to the Staff’s
comments, the Company has revised its disclosures on pages 17, 52, and 205 of the Amended Registration Statement.

11. We
note your disclosure that on October 21, 2022 and November 14, 2022, Borealis and the sponsor entered into note purchase agreements. Please
revise the related person transaction section to include these agreements.

Response: In response to the Staff’s
comments, the Company has revised its disclosures on pages 213 of the Amended Registration Statement.

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12. We
note your disclosure that the combined company by-laws will contain an exclusive forum provision. Please revise to include the risks associated
with the provision. Disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please
also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims,
please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In
that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If this provision does
not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.

Response: In response to the
Staff’s comments, the Company hereby confirms that the final version of the New Borealis By-laws will not contain an exclusive forum
provision. The Company has revised its disclosures on pages 17 and 157 of the Amended Registration Statement accordingly.

13. We
note that you are registering the shares of common stock underlying the New Investor Convertible Notes. Please provide your analysis as
to why registering the primary issuance of these shares is appropriate.

Response: The shares of common
stock underlying the New Investor Convertible Notes should be treated the same as the other shares of New Borealis that will be issued
to former Borealis securityholders pursuant to the terms of Plan of Arrangement. The common shares that will be issued under the Plan
of Arrangement (i.e.: , (i) shares of "old Borealis" issuable upon conversion of the existing Company Convertible Instruments;
(ii) New Oxus Common Shares issued to current Borealis Shareholders as a result of the Company Amalgamation; and (iii) New Borealis Common
Shares issuable upon the conversion of the New Investor Convertible Notes) should all be treated the same from a registration perspective
since they all will be subject to the Plan of Arrangement. As a result of the various steps in the Plan of Arrangement, all current Oxus
Shareholders, all current Borealis Shareholders, all current Borealis Optionholders and the holders of the Company Convertible Instruments
and the New Investor Convertible Notes will ultimately hold New Borealis Common Shares following completion of the Plan of Arrangement.
The multiple conversions, exercises and issuances will be given effect to pursuant to Section 2.3(e) of the Plan of Arrangement and the
New Borealis Common Shares issuable pursuant thereto should be treated similarly for registration purposes. The disclosure in footnote
three in the Filing Fee Table of the Registration Statement filed as Exhibit 107 of the Amended Registration Statement describes the registration
of the shares being issued to the securityholders of Borealis. The disclosure in footnote three in the Filing Fee Table of the Registration
Statement filed as Exhibit 107 of the Amended Registration Statement describes the registration of the shares being issued to the current
securityholders of Borealis as a result of the various steps in the Plan of Arrangement.

Questions and Answers About the Business Combination

May Oxus, the Sponsor or Oxus’ directors, officers or advisors...,
page xvii

14. We
note the disclosure on page xvii that the SPAC sponsor/affiliate “may” purchase SPAC securities through privately negotiated
transactions and vote the securities in favor of approval of the business combination transaction. Please provide your analysis on how
such potential purchases would comply with Rule 14e-5.

Response: In response to
the Staff’s comments, the Company hereby acknowledges the requirements set forth in Tender Offer Rules and Schedules
Compliance and Disclosure Interpretations Question 166.01 and advises the Staff that on pages xviii, 97 and  98 of the
Registration Statement, the Company has disclosed that any privately negotiated purchases of public shares will not be effected at
purchase prices that are in excess of the per-share pro rata portion of the trust account and that any public shares and warrants
purchased in the open market by Sponsor, the Company’s directors, officers, advisors and their affiliates
will not be voted in favor of the Business Combination or the other Proposals.

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Summary of the Proxy Statement/ Prospectus Risk

Factors,
page 13

15. We
note your summary of the risk factors here. Please revise to provide a section with a series of concise, bulleted or numbered statements
that is no more than two pages summarizing the principal factors that make an investment in the registrant or offering speculative or
risky. See Item 105(b) of Regulation S-K.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 16 and 17 of the Amended Registration Statement to conform to the
applicable requirements.

Other Non-GAAP Measures, page 20

16. We note
your presentation of gross revenue throughout your filing which is not a measure under GAAP. Please remove as this presentation appears
to represent a tailored recognition and measurement method. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.

Response: In response to the
Staff’s comments, the Company has revised its disclosures on page 19 of the Amended Registration Statement to remove the presentation
of gross revenue.

17. We
note your non-GAAP measure of Adj. EBITDA (non-GAAP basis) which includes reconciling items that appear to be normal, recurring cash operating
expenses necessary to operate your business. Please remove these items throughout your filing or tell us how each reconciling item complies
with Question 100.01 of Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

Response: In response to the Staff’s
comments, the Company has revised its disclosures on pages 19, 102, 103, and 187 of the Registration Statement.

Risks Related to Borealis’ Business

Borealis has a limited operating history which makes it
difficult..., page 28

18. We
note your risk factor indicating that inflation could affect certain pricing, product, or marketing decisions. Please update this risk
factor in future filings if recent inflationary pressures have materially impacted your operations. In this regard, identify the types
of inflationary pressures you are facing and how your business has been affected.

Response: In response to the
Staff’s comments, the Company has revised its disclosures on page 25 of the Amended Registration Statement.

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Borealis runs the risk of crop failures
largely dependent..., page 30

19. We
note your risk factor that your supply chain may be impacted by COVID-19 or the outbreak of hostilities or war. Update your risks characterized
as potential if recent supply chain disruptions have impacted your operations.

Response: In response to the
Staff’s comments, the Company has revised its disclosures on page 27 of the Amended Registration Statement.

Borealis’ dependence on suppliers may materially adversely
affect..., page 32

20. We
note that you rely on Puris Food for the pea protein used for your ramen products. Please disclose the risks of this reliance and any
disruptions you have experienced due to such reliance.

Response: In response to the
Staff’s comments, the Company has revised its disclosures on page 30 of the Amended Registration Statement.

Manufacturing and production forecasts are based on multiple
assumptions..., page 32

21. We
note you derived 72% of