Form 4 for BRLS Borealis Foods Inc.
Accepted 2024-02-09 00:00:00 ET · period of report 2024-02-07 · accession 0001213900-24-012166 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-02-09 | 2024-02-07 | BRLS | Oxus Capital PTE. LTD. | 10% | C - Cnv Deriv | $0.00 | +4.10M | 5.60M | +273% | $0 |
| DM | 2024-02-09 | 2024-02-07 | BRLS | Oxus Capital PTE. LTD. | 10% | J - Other | — | -250.0K | 5.35M | -4% | — |
| D | 2024-02-09 | 2024-02-07 | BRLS | Oxus Capital PTE. LTD. | 10% | D - Sale to Iss | $0.00 | -750.0K | 1.91M | -28% | $0 |
| D | 2024-02-09 | 2024-02-07 | BRLS | Oxus Capital PTE. LTD. | 10% | C - Cnv Deriv | $0.00 | -1.91M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Shares | 2024-02-07 | C | A | 1,912,500 | $0.00 | 3,412,500 | D | — | — | (F2) Upon the Closing, all Class B ordinary shares of Oxus were automatically converted into Class A common shares of the Issuer on a one-for-one basis. |
| 2 | Common | Class A Common Shares | 2024-02-07 | C | A | 2,189,977 | $0.00 | 5,602,477 | D | — | — | (F3) At the Closing, the convertible notes issued by Borealis to the Reporting Person pursuant to the Note Purchase Agreement between Borealis and the Reporting Person dated as of October 21, 2022 and the Note Purchase Agreement between Borealis and the Reporting Person dated as of November 14, 2022, automatically converted into 2,189,977 Class A common shares of the Issuer. |
| 3 | Common | Class A Common Shares | 2024-02-07 | J | D | 200,000 | — | 5,402,477 | D | — | — | (F4) Represents securities transferred from the Reporting Person to Kanat Mynzhanov upon consummation of the Business Combination, pursuant to an incentive agreement, dated as of September 22, 2023, by and between Kanat Mynzhanov and the Reporting Person. Kanat Mynzhanov owns a membership interest in the Reporting Person, which directly owns shares of the Issuer's Class A Common Shares. |
| 4 | Common | Class A Common Shares | 2024-02-07 | J | D | 50,000 | — | 5,352,477 | D | — | — | (F5) Represents securities transferred from the Reporting Person to Askar Mametov upon consummation of the Business Combination, pursuant to an incentive agreement, dated as of September 22, 2023, by and between Askar Mametov and the Reporting Person. |
| 5 | Derivative | Class B ordinary shares | 2024-02-07 | D | D | 750,000 | $0.00 | 1,912,500 | D | — · — to — | 750,000 Class A Common Shares | (F1) In connection with the business combination (the "Business Combination") by and among Oxus Acquisition Corp. ("Oxus"), Borealis Foods Inc. ("Borealis") and 1000397116 Ontario Inc. on February 7, 2024 (the "Closing"), immediately prior to the Closing, the Reporting Person forfeited 750,000 Class B ordinary shares of Oxus for no consideration pursuant the Sponsor Support Agreement, dated February 23, 2023, by and among the Reporting Person, Oxus and Borealis. |
| 6 | Derivative | Class B ordinary shares | 2024-02-07 | C | D | 1,912,500 | $0.00 | 0 | D | — · — to — | 1,912,500 Class A Common Shares | (F2) Upon the Closing, all Class B ordinary shares of Oxus were automatically converted into Class A common shares of the Issuer on a one-for-one basis. |