Oxus Capital’s Borealis (BRLS) debt may convert to shares if $70M equity raise falls short

Rhea-AI Filing Summary

Borealis Foods Inc. reported that major shareholder Oxus Capital PTE. LTD. acquired a conversion right tied to existing debt. Under an April 27, 2026 Conversion Agreement, if the company does not complete one or more equity financings raising at least $70,000,000 at $9.00 per share on or before July 1, 2026, approximately $11.1 million of indebtedness owed to Oxus Capital will automatically convert into Borealis common shares.

The conversion price will equal the volume weighted average closing price of Borealis common shares over the 20 trading days before the deadline, so the exact number of shares is not yet known. The conversion right was granted in connection with pre-existing indebtedness, with no separate consideration paid. The Form 4 is filed jointly by Oxus Capital and its controlling shareholder Kenges Rakishev, who may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Equity capital markets analyst

Oxus gains a conditional right to swap $11.1M debt into Borealis equity if a large equity raise does not occur by July 1, 2026.

The filing shows Oxus Capital receiving a conversion right on about $11.1 million of existing indebtedness. If Borealis fails to complete equity financings totaling at least $70,000,000 at $9.00 per share by July 1, 2026, this debt will automatically convert into common shares.

The conversion price is set at the volume weighted average closing price over 20 trading days before the deadline, so the eventual share count is unknown. This structure effectively places contingent equity issuance ahead of the Equity Raise Deadline, with actual impact depending on whether the target financing is achieved and on future pricing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Oxus Capital PTE. LTD., Rakishev Kenges

Role null | null

Type	Security	Shares	Price	Value
Grant/Award	Convertible Indebtedness	0	$0.00	--

Holdings After Transaction: Convertible Indebtedness — 0 shares (Direct, null)

Footnotes (1)

1. On April 27, 2026, Oxus Capital PTE. LTD. ("Oxus Capital") entered into a Conversion Agreement (the "Conversion Agreement") with Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., PGF Real Estate II, Inc. (together, the "Company"), Borealis Foods Inc., Borealis IP Inc., and Palmetto Gourmet Foods (Canada) Inc., as guarantors, Z Ventures Inc. and Zagros Alpine Capital. Pursuant to the Conversion Agreement, if the Company does not consummate one or more equity financings resulting in gross proceeds of at least $70,000,000 at a per share price of $9.00 on or before July 1, 2026 (the "Equity Raise Deadline"), the indebtedness owed to Oxus Capital by the Company in the aggregate amount of approximately $11.1 million will automatically convert into common shares of the Issuer at a conversion price equal to the Fair Market Value (as defined in the Conversion Agreement). The Common Shares issuable to Oxus Capital upon automatic conversion of the Indebtedness pursuant to the Conversion Agreement are not included in the beneficial ownership figures reported herein. As of the date of this Form 4, the actual number of shares issuable upon conversion cannot be determined because the conversion price is equal to the volume weighted average closing price of the Issuer's common shares on the Nasdaq Stock Market for the twenty (20) consecutive trading days ending on and including the trading day immediately preceding the Equity Raise Deadline, as reported by Bloomberg L.P., which price has not yet been determined. The Reporting Persons will file a Form 4 as required to reflect the final number of Conversion Shares that will be issued upon conversion following the definitive calculation of the conversion price. The conversion right was acquired pursuant to the Conversion Agreement in connection with the pre-existing indebtedness owed by the Company to Oxus Capital. No separate consideration was paid by Oxus Capital for the conversion right, which was granted as part of the transactions contemplated by the Conversion Agreement. This Form 4 is being filed jointly by each of (i) Oxus Capital with respect to the securities directly held by Oxus Capital; and (ii) Kenges Rakishev, who is the controlling shareholder of Oxus Capital. Mr. Rakishev may be deemed to have beneficial ownership of the securities directly held by Oxus Capital. Mr. Rakishev disclaims any beneficial ownership of the shares held by Oxus Capital, except to the extent of his pecuniary interest therein.

Key Figures

Equity financing threshold: $70,000,000 Per share equity financing price: $9.00 per share Indebtedness subject to conversion: approximately $11.1 million +2 more

5 metrics

Equity financing threshold $70,000,000 Minimum gross proceeds required at $9.00 per share by July 1, 2026

Per share equity financing price $9.00 per share Price required for the qualifying equity financings

Indebtedness subject to conversion approximately $11.1 million Debt owed to Oxus Capital that may convert into common shares

VWAP lookback period 20 trading days Period used to calculate the Fair Market Value conversion price

Equity Raise Deadline July 1, 2026 Deadline to complete the qualifying $70M equity financing

Key Terms

Conversion Agreement, Fair Market Value, volume weighted average closing price, Equity Raise Deadline, +1 more

5 terms

Conversion Agreement financial

"Oxus Capital PTE. LTD. ("Oxus Capital") entered into a Conversion Agreement (the "Conversion Agreement") with Palmetto Gourmet Foods, Inc."

A conversion agreement is a contract that lets one kind of financial instrument—such as a loan, bond, or preferred share—be exchanged for common stock under set terms. Think of it like a coupon that can be traded in for ownership shares at a pre-agreed rate; investors care because it changes how many shares exist and who controls the company, which can dilute existing owners, alter valuation, and affect potential returns.

Fair Market Value financial

"convert into common shares of the Issuer at a conversion price equal to the Fair Market Value (as defined in the Conversion Agreement)."

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

volume weighted average closing price financial

"because the conversion price is equal to the volume weighted average closing price of the Issuer's common shares"

The volume weighted average closing price is the average of a security’s closing prices over a given period where each day’s closing price is weighted by the number of shares traded that day. It gives more influence to prices on days with heavier trading, so it reflects where most market activity actually occurred rather than treating every day equally. Investors use it as a more realistic benchmark for value, performance tracking, and to compare execution quality.

Equity Raise Deadline financial

"ending on and including the trading day immediately preceding the Equity Raise Deadline, as reported by Bloomberg L.P."

beneficial ownership financial

"Mr. Rakishev may be deemed to have beneficial ownership of the securities directly held by Oxus Capital."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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. #104

(Street)

OAKVILLE 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)
04/27/2024

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)

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

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
Convertible Indebtedness	(1)	04/27/2026		A		0(1)(2)		07/01/2026(1)	07/01/2026(1)	Common Shares	(1)(2)	$0(3)	0(1)(2)	D(4)

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 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. #104

(Street)

OAKVILLE 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. On April 27, 2026, Oxus Capital PTE. LTD. ("Oxus Capital") entered into a Conversion Agreement (the "Conversion Agreement") with Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., PGF Real Estate II, Inc. (together, the "Company"), Borealis Foods Inc., Borealis IP Inc., and Palmetto Gourmet Foods (Canada) Inc., as guarantors, Z Ventures Inc. and Zagros Alpine Capital. Pursuant to the Conversion Agreement, if the Company does not consummate one or more equity financings resulting in gross proceeds of at least $70,000,000 at a per share price of $9.00 on or before July 1, 2026 (the "Equity Raise Deadline"), the indebtedness owed to Oxus Capital by the Company in the aggregate amount of approximately $11.1 million will automatically convert into common shares of the Issuer at a conversion price equal to the Fair Market Value (as defined in the Conversion Agreement).

2. The Common Shares issuable to Oxus Capital upon automatic conversion of the Indebtedness pursuant to the Conversion Agreement are not included in the beneficial ownership figures reported herein. As of the date of this Form 4, the actual number of shares issuable upon conversion cannot be determined because the conversion price is equal to the volume weighted average closing price of the Issuer's common shares on the Nasdaq Stock Market for the twenty (20) consecutive trading days ending on and including the trading day immediately preceding the Equity Raise Deadline, as reported by Bloomberg L.P., which price has not yet been determined. The Reporting Persons will file a Form 4 as required to reflect the final number of Conversion Shares that will be issued upon conversion following the definitive calculation of the conversion price.

3. The conversion right was acquired pursuant to the Conversion Agreement in connection with the pre-existing indebtedness owed by the Company to Oxus Capital. No separate consideration was paid by Oxus Capital for the conversion right, which was granted as part of the transactions contemplated by the Conversion Agreement.

4. This Form 4 is being filed jointly by each of (i) Oxus Capital with respect to the securities directly held by Oxus Capital; and (ii) Kenges Rakishev, who is the controlling shareholder of Oxus Capital. Mr. Rakishev may be deemed to have beneficial ownership of the securities directly held by Oxus Capital. Mr. Rakishev disclaims any beneficial ownership of the shares held by Oxus Capital, 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 did Oxus Capital report in its Form 4 for Borealis Foods (BRLS)?

Oxus Capital reported acquiring a conversion right tied to about $11.1 million of existing indebtedness. If a specified equity raise is not completed by July 1, 2026, this debt will automatically convert into Borealis Foods common shares at a formula-based price.

What triggers the automatic debt-to-equity conversion for Borealis Foods (BRLS)?

Automatic conversion occurs if Borealis does not complete one or more equity financings raising at least $70,000,000 at $9.00 per share by July 1, 2026. If that Equity Raise Deadline is missed, the $11.1 million indebtedness to Oxus Capital converts into common shares.

How is the Borealis Foods (BRLS) conversion price for Oxus Capital’s debt determined?

The conversion price equals the volume weighted average closing price of Borealis common shares on Nasdaq for the 20 consecutive trading days ending immediately before July 1, 2026. Because that average is not yet known, the final number of shares issuable cannot currently be determined.

Did Oxus Capital pay additional consideration for the Borealis (BRLS) conversion right?

No additional cash consideration was paid for the conversion right. It was granted under the Conversion Agreement in connection with pre-existing indebtedness owed by Borealis-related entities to Oxus Capital, making it part of a broader financing arrangement rather than a separate purchase.

How is Kenges Rakishev related to the Borealis Foods (BRLS) Form 4 filing?

The Form 4 is filed jointly by Oxus Capital and Kenges Rakishev, its controlling shareholder. He may be deemed to beneficially own securities held by Oxus Capital but expressly disclaims beneficial ownership except to the extent of his pecuniary interest in those securities.