Oxus Capital restructures 50,000 Borealis (BRLS) shares; adds Kenges Rakishev

Rhea-AI Filing Summary

Borealis Foods Inc. insider Oxus Capital PTE. LTD. reported an amended Form 4 reflecting an internal share transfer and an additional reporting person. On October 9, 2024, Oxus Capital transferred 50,000 Class A Common Shares of Borealis Foods to Kanat Mynzhanov for no consideration under an incentive agreement.

Following this transaction, Oxus Capital’s reported direct holdings were 5,302,477 Class A Common Shares. The amendment also adds Kenges Rakishev as a reporting person, reflecting his indirect beneficial ownership as a controlling shareholder of Oxus Capital. He disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Oxus Capital PTE. LTD., Rakishev Kenges

Role null | null

Type	Security	Shares	Price	Value
Other	Class A Common Shares	50,000	$0.00	--

Holdings After Transaction: Class A Common Shares — 5,302,477 shares (Direct, null)

Footnotes (1)

1. Represents securities transferred to Kanat Mynzhanov for no consideration from Oxus Capital PTE. LTD ("Oxus Capital") pursuant to an incentive agreement between Oxus Capital and Kanat Mynzhanov., dated as of September 22, 2023. This amendment is being filed to add Kenges Rakishev, who is a controlling shareholder of Oxus Capital, 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.

Key Figures

Restructured shares: 50,000 shares Price per share: $0.0000 Shares after transaction: 5,302,477 shares +1 more

4 metrics

Restructured shares 50,000 shares Class A Common Shares transferred on October 9, 2024

Price per share $0.0000 Transfer from Oxus Capital to Kanat Mynzhanov

Shares after transaction 5,302,477 shares Oxus Capital direct holdings following restructuring

Restructuring shares 50,000 shares Classified as restructuring in transaction summary

Key Terms

incentive agreement, indirect beneficial ownership, controlling shareholder, pecuniary interest

4 terms

incentive agreement financial

"pursuant to an incentive agreement between Oxus Capital and Kanat Mynzhanov"

indirect beneficial ownership financial

"to reflect his indirect beneficial ownership of the securities previously reported"

controlling shareholder financial

"Kenges Rakishev, who is a controlling shareholder of Oxus Capital"

A controlling shareholder is a person or entity that holds enough voting power in a company—often a majority of votes or decisive influence through agreements—to determine its board, strategy and major decisions. For investors this matters because that control shapes corporate direction, risk and who benefits from deals; like a driver steering a car, a controlling shareholder can speed up or block changes, which can affect minority shareholders’ returns and the company’s value.

pecuniary interest financial

"disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein"

Form 4 Insider Transactions: What Each Field Means →

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

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., SUITE 104

(Street)

OAKVILLE A6 L6J7W5

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/11/2024

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	10/09/2024		J(1)		50,000	D	(1)	5,302,477	D(2)

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

1. Name and Address of Reporting Person^*

Oxus Capital PTE. LTD.

(Last) (First) (Middle)

C/O BOREALIS FOODS, INC.

1540 CORNWALL RD., SUITE 104

(Street)

OAKVILLE A6 L6J7W5

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Rakishev Kenges

(Last) (First) (Middle)

C/O BOREALIS FOODS, INC.

1540 CORNWALL RD., SUITE 104

(Street)

OAKVILLE A6 L6J7W5

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents securities transferred to Kanat Mynzhanov for no consideration from Oxus Capital PTE. LTD ("Oxus Capital") pursuant to an incentive agreement between Oxus Capital and Kanat Mynzhanov., dated as of September 22, 2023.

2. This amendment is being filed to add Kenges Rakishev, who is a controlling shareholder of Oxus Capital, 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.

	Oxus Capital PTE. LTD., By /s/ Pavel Mynzhanov, Authorized Signatory	05/29/2026
	Kenges Rakishev, By /s/ Kenges Rakishev	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Borealis Foods (BRLS) report in this Form 4/A?

Borealis Foods reported that Oxus Capital PTE. LTD. transferred 50,000 Class A Common Shares to Kanat Mynzhanov for no consideration under an incentive agreement, leaving Oxus with 5,302,477 shares directly owned after the restructuring transaction.

Who is the new reporting person added in the Borealis Foods (BRLS) Form 4/A?

The amendment adds Kenges Rakishev as a reporting person. He is a controlling shareholder of Oxus Capital PTE. LTD. and is shown with indirect beneficial ownership, while disclaiming beneficial ownership except to the extent of his pecuniary interest in the securities.

Did the Borealis Foods (BRLS) Form 4/A report any insider share purchases or sales?

The Form 4/A did not report open-market purchases or sales. It describes an internal restructuring transaction coded “J,” involving a transfer of 50,000 shares for no consideration and updated reporting to include indirect beneficial ownership by Kenges Rakishev.

How many Borealis Foods (BRLS) shares does Oxus Capital own after the reported transaction?

After the restructuring transaction, Oxus Capital PTE. LTD. is reported to own 5,302,477 Class A Common Shares directly. This figure reflects its holdings following the transfer of 50,000 shares to Kanat Mynzhanov under the incentive agreement dated September 22, 2023.

What is the nature of the 50,000-share transfer in Borealis Foods (BRLS) Form 4/A?

The 50,000-share transfer from Oxus Capital to Kanat Mynzhanov occurred for no consideration and was made pursuant to an incentive agreement between Oxus Capital and Mynzhanov, dated September 22, 2023, indicating a compensation or incentive-related restructuring rather than a market trade.