OXUS Oxus Acquisition Corp. - 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

In connection with the Company's delayed Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2026 (the “ Q12026 Form 10-Q ”), the Company received, on May 21, 2026, a notice
(the “ Notice ”) from The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that, because the
Company has not yet filed the Q12026 Form 10-Q, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the “ Listing
Rule ”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the Securities
and Exchange Commission. The Notice has no immediate effect on the listing or trading of the Company's Common Shares or Warrants on the
Nasdaq Capital Market.

The Notice supplements the prior notice received by the Company from
Nasdaq on April 17, 2026 (the “Prior Notice”) relating to the Company's delayed Annual Report on Form 10-K for the fiscal
year ended December 31, 2025 (the “2025 Form 10-K” and, as designated by Nasdaq, the “Initial Delinquent Filing”),
as previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on April 23, 2026.

In accordance with Nasdaq's listing rules, the Company has until June
16, 2026 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with the Listing Rule with respect
to both the 2025 Form 10-K and Q12026 Form 10-Q. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company up to 180 calendar
days from the due date of the Initial Delinquent Filing, or until October 12, 2026, to regain compliance. The Company intends to file
the Q12026 Form 10-Q as soon as practicable but anticipates no later than early June 2026, which the Company believes will, together with
the filing of the 2025 Form 10-K, cure the deficiency and regain compliance with the Listing Rule.

Item 7.01. Regulation FD Disclosure.

On May 27, 2026, the Company issued a press release disclosing the
receipt of the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1.

The information furnished in this Item 7.01 and Exhibit 99.1 shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements include, but are not limited to, statements regarding the Company's anticipated timing for filing
the Q1-2026 Form 10-Q and the Company's ability to regain compliance with Nasdaq's listing rules. Forward-looking statements are generally
identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,”
“will” and similar expressions. These statements are based on the Company's current expectations and involve risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including risks
related to the completion of the Company's interim financial statements and related interim review, the Company's ability to file the
Q12026 Form 10-Q within the anticipated timeframe, the Company's ability to regain and maintain compliance with Nasdaq's continued listing
requirements, and other risks and uncertainties described in the Company's filings with the Securities and Exchange Commission. The Company's
filings with the SEC are available at www.sec.gov . Investors should not place undue reliance on the Company's forward-looking statements.
The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this
report, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits

(d): The following exhibits are being filed herewith:

Exhibit No.

Description

99.1

Press Release dated May 27, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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