Form 4/A for BRLS Borealis Foods Inc.

Accepted 2026-05-29 06:10:29 ET · period of report 2024-02-07 · accession 0001213900-26-062394 · 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
DMA	2026-05-29 06:10	2024-02-07	BRLS	Oxus Capital PTE. LTD.	10%	C - Cnv Deriv	$0.00	+4.10M	5.60M	+273%	$0
DMA	2026-05-29 06:10	2024-02-07	BRLS	Oxus Capital PTE. LTD.	10%	J - Other	—	-250.0K	5.35M	-4%	—
DA	2026-05-29 06:10	2024-02-07	BRLS	Oxus Capital PTE. LTD.	10%	D - Sale to Iss	$0.00	-750.0K	1.91M	-28%	$0
DA	2026-05-29 06:10	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. (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. (F6) This amendment is being filed to add Kenges Rakishev, who is a controlling shareholder of Oxus, as a reporting person and to reflect his indirect beneficial ownership of the securities previously reported herein. This amendment does not report any new transaction or otherwise modify the transactions previously reported, except to reflect Mr. Rakishev as an additional reporting person. Mr. Rakishev disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
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 Oxus Capital pursuant to the Note Purchase Agreement between Borealis and Oxus Capital dated as of October 21, 2022 and the Note Purchase Agreement between Borealis and Oxus Capital dated as of November 14, 2022, automatically converted into 2,189,977 Class A common shares of the Issuer. (F3) At the Closing, the convertible notes issued by Borealis to Oxus Capital pursuant to the Note Purchase Agreement between Borealis and Oxus Capital dated as of October 21, 2022 and the Note Purchase Agreement between Borealis and Oxus Capital dated as of November 14, 2022, automatically converted into 2,189,977 Class A common shares of the Issuer. (F6) This amendment is being filed to add Kenges Rakishev, who is a controlling shareholder of Oxus, as a reporting person and to reflect his indirect beneficial ownership of the securities previously reported herein. This amendment does not report any new transaction or otherwise modify the transactions previously reported, except to reflect Mr. Rakishev as an additional reporting person. Mr. Rakishev disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
3	Common	Class A Common Shares	2024-02-07	J	D	200,000	—	5,402,477	D	—	—	(F4) Represents securities transferred from Oxus Capital 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 Oxus Capital. Kanat Mynzhanov owns a membership interest in Oxus Capital, which directly owns shares of the Issuer's Class A Common Shares. (F4) Represents securities transferred from Oxus Capital 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 Oxus Capital. Kanat Mynzhanov owns a membership interest in Oxus Capital, which directly owns shares of the Issuer's Class A Common Shares. (F6) This amendment is being filed to add Kenges Rakishev, who is a controlling shareholder of Oxus, as a reporting person and to reflect his indirect beneficial ownership of the securities previously reported herein. This amendment does not report any new transaction or otherwise modify the transactions previously reported, except to reflect Mr. Rakishev as an additional reporting person. Mr. Rakishev disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
4	Common	Class A Common Shares	2024-02-07	J	D	50,000	—	5,352,477	D	—	—	(F5) Represents securities transferred from Oxus Capital 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 Oxus Capital. (F5) Represents securities transferred from Oxus Capital 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 Oxus Capital. (F6) This amendment is being filed to add Kenges Rakishev, who is a controlling shareholder of Oxus, as a reporting person and to reflect his indirect beneficial ownership of the securities previously reported herein. This amendment does not report any new transaction or otherwise modify the transactions previously reported, except to reflect Mr. Rakishev as an additional reporting person. Mr. Rakishev disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
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, Oxus Capital PTE. LTD. ("Oxus Capital") forfeited 750,000 Class B ordinary shares of Oxus for no consideration pursuant the Sponsor Support Agreement, dated February 23, 2023, by and among Oxus Capital, Oxus and Borealis. (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, Oxus Capital PTE. LTD. ("Oxus Capital") forfeited 750,000 Class B ordinary shares of Oxus for no consideration pursuant the Sponsor Support Agreement, dated February 23, 2023, by and among Oxus Capital, Oxus and Borealis. (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, Oxus Capital PTE. LTD. ("Oxus Capital") forfeited 750,000 Class B ordinary shares of Oxus for no consideration pursuant the Sponsor Support Agreement, dated February 23, 2023, by and among Oxus Capital, Oxus and Borealis. (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, Oxus Capital PTE. LTD. ("Oxus Capital") forfeited 750,000 Class B ordinary shares of Oxus for no consideration pursuant the Sponsor Support Agreement, dated February 23, 2023, by and among Oxus Capital, Oxus and Borealis. (F6) This amendment is being filed to add Kenges Rakishev, who is a controlling shareholder of Oxus, as a reporting person and to reflect his indirect beneficial ownership of the securities previously reported herein. This amendment does not report any new transaction or otherwise modify the transactions previously reported, except to reflect Mr. Rakishev as an additional reporting person. Mr. Rakishev disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
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. (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. (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. (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. (F6) This amendment is being filed to add Kenges Rakishev, who is a controlling shareholder of Oxus, as a reporting person and to reflect his indirect beneficial ownership of the securities previously reported herein. This amendment does not report any new transaction or otherwise modify the transactions previously reported, except to reflect Mr. Rakishev as an additional reporting person. Mr. Rakishev disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.