Business combination boosts Oxus Capital’s Borealis (BRLS) Class A stake
Filing Impact
Filing Sentiment
Form Type
4/A
Rhea-AI Filing Summary
Borealis Foods Inc. insider Oxus Capital PTE. LTD. reported several ownership changes tied to the February 7, 2024 business combination among Oxus Acquisition Corp., Borealis Foods and 1000397116 Ontario Inc. Oxus Capital forfeited 750,000 Class B ordinary shares for no consideration under a Sponsor Support Agreement.
At closing, all remaining Class B ordinary shares of Oxus were automatically converted into an equal number of Class A common shares, and Borealis convertible notes held by Oxus Capital converted into 2,189,977 Class A common shares. Oxus Capital also transferred Class A shares to Kanat Mynzhanov and Askar Mametov under prior incentive agreements.
This amendment adds Kenges Rakishev, a controlling shareholder of Oxus, as an additional reporting person to reflect his indirect beneficial ownership. It does not report new transactions, and Mr. Rakishev disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
1,912,500 shares exercised/converted
Mixed
6 txns
Insider
Oxus Capital PTE. LTD., Rakishev Kenges
Role
null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class B ordinary shares | 750,000 | $0.00 | -- |
| Conversion | Class B ordinary shares | 1,912,500 | $0.00 | -- |
| Conversion | Class A Common Shares | 1,912,500 | $0.00 | -- |
| Conversion | Class A Common Shares | 2,189,977 | $0.00 | -- |
| Other | Class A Common Shares | 200,000 | $0.00 | -- |
| Other | Class A Common Shares | 50,000 | $0.00 | -- |
Holdings After Transaction:
Class B ordinary shares — 1,912,500 shares (Direct, null);
Class A Common Shares — 3,412,500 shares (Direct, null)
Footnotes (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, 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. 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. 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. 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. 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. 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.
Key Figures
Class B forfeited: 750,000 shares
Notes conversion: 2,189,977 shares
Post-transaction Class A holding: 5,602,477 shares
+2 more
5 metrics
Class B forfeited
750,000 shares
Class B ordinary shares forfeited for no consideration at business combination closing
Notes conversion
2,189,977 shares
Class A common shares from automatic conversion of Borealis convertible notes at closing
Post-transaction Class A holding
5,602,477 shares
Oxus Capital direct Class A common shares following February 7, 2024 transactions
Restructuring transfers
250,000 shares
J-code restructuring transfers linked to incentive agreements (50,000 and 200,000 shares)
Class B converted
1,912,500 shares
Non-derivative Class A common shares from conversion of Class B ordinary shares
Key Terms
Business Combination, Sponsor Support Agreement, convertible notes, Note Purchase Agreement, +1 more
5 terms
Business Combination financial
"In connection with the business combination (the "Business Combination") by and among Oxus Acquisition Corp."
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Sponsor Support Agreement financial
"forfeited 750,000 Class B ordinary shares ... pursuant the Sponsor Support Agreement, dated February 23, 2023"
convertible notes financial
"the convertible notes issued by Borealis to Oxus Capital ... automatically converted into 2,189,977 Class A common shares"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
Note Purchase Agreement financial
"pursuant to the Note Purchase Agreement between Borealis and Oxus Capital dated as of October 21, 2022"
A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.
indirect beneficial ownership financial
"to reflect his indirect beneficial ownership of the securities previously reported herein"
FAQ
What insider transactions did Oxus Capital report for Borealis Foods (BRLS)?
Oxus Capital reported forfeiting 750,000 Class B ordinary shares, automatic conversion of remaining Class B into Class A, and conversion of Borealis convertible notes into 2,189,977 Class A common shares, all in connection with the February 7, 2024 business combination closing.
How did Borealis Foods (BRLS) convertible notes affect Oxus Capital’s stake?
Convertible notes Borealis had issued to Oxus Capital under two Note Purchase Agreements automatically converted at closing into 2,189,977 Class A common shares. This conversion increased Oxus Capital’s equity position without additional cash paid per share in this transaction record.
Why was Kenges Rakishev added as a reporting person for Borealis Foods (BRLS)?
The amendment adds Kenges Rakishev, a controlling shareholder of Oxus, as an additional reporting person to reflect his indirect beneficial ownership. It specifies that no new transactions are reported and that he disclaims beneficial ownership except for his pecuniary interest.