OXUSU Oxus Acquisition Corporation

SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Oxus Capital PTE. LTD. (Last) (First) (Middle) C/O BOREALIS FOODS, INC. 1540 CORNWALL RD. #104 (Street) OAKVILLE A6 L6J7W5 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Borealis Foods Inc. [ BRLS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/07/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares	02/07/2024		C(2)		1,912,500	A	$0(2)	3,412,500	D
Class A Common Shares	02/07/2024		C(3)		2,189,977	A	$0(3)	5,602,477	D
Class A Common Shares	02/07/2024		J(4)		200,000	D	(4)	5,402,477	D
Class A Common Shares	02/07/2024		J(5)		50,000	D	(5)	5,352,477	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	02/07/2024		D			750,000	(1)	(1)	Class A Common Shares	750,000	$0(1)	1,912,500	D
Class B ordinary shares	(2)	02/07/2024		C			1,912,500	(2)	(2)	Class A Common Shares	1,912,500	$0(2)	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Yuta N. Delarck, Attorney-in-Fact	02/09/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Exhibit 24.1

 

Power of Attorney

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of Alan I. Annex, Jason T. Simon, Yuta N. Delarck, and Yangyang Jia its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for it and in its name, place and stead, in any and all capacities (until revoked in writing) to:

 

1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority;

 

2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

 

3. seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in securities, from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

 

4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

 

2. any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

3. the attorneys-in-fact do not assume (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

 

4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

 

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24^th day of August, 2021.

 

	Oxus capital pte. ltd
	By:	/s/ Wee Sung Cheng
		Name:	Wee Sung Cheng
		Title:	Director

 

[Signature Page to Power of Attorney]

 

 

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Exhibit 24.1

 

Power of Attorney

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of Alan I. Annex, Jason T. Simon, Yuta N. Delarck, and Yangyang Jia its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for it and in its name, place and stead, in any and all capacities (until revoked in writing) to:

 

1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority;

 

2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

 

3. seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in securities, from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

 

4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

 

2. any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

3. the attorneys-in-fact do not assume (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

 

4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

 

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24^th day of August, 2021.

 

	Oxus capital pte. ltd
	By:	/s/ Wee Sung Cheng
		Name:	Wee Sung Cheng
		Title:	Director

 

[Signature Page to Power of Attorney]

 

 

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