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Borealis Foods Inc. director and Chief Executive Officer Reza Soltanzadeh, through entity Zagros Alpine Capital ULC, reported an internal restructuring involving 500,000 Class A Common Shares. These shares had been pledged under a Pledge and Escrow Agreement to secure company indebtedness and were transferred to EarlyBirdCapital, Inc. after the company defaulted on a $1,980,000 promissory note. Following this transfer, Zagros Alpine Capital ULC is shown as indirectly holding 3,032,505 Class A Common Shares, while a separate entity, Z Ventures Inc., is shown as indirectly holding 127,947 Class A Common Shares. Mr. Soltanzadeh and his spouse may be deemed to share beneficial ownership and joint voting and dispositive power over shares held by both entities.
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.
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.
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.
Oxus Capital PTE. LTD. and Kenges Rakishev amended their Schedule 13D on Borealis Foods Inc. to reflect new financing and potential equity conversion arrangements. They report beneficial ownership of 13,772,119 common shares and private warrants, representing 39.09% of the common share class on a partially diluted basis.
Oxus holds 5,302,477 common shares and 8,469,642 private placement warrants, each exercisable at $11.50 per share. It also agreed to a new credit facility of up to $17 million and documented about $11.1 million of existing indebtedness that may automatically convert into equity if Borealis does not complete at least $70,000,000 of equity financing at $9.00 per share by July 1, 2026.
Borealis Foods Inc. has received a Nasdaq deficiency notice because it has not yet filed its 2025 Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. This means the company is currently out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely SEC filings.
The notice does not immediately affect trading of Borealis’s common shares or warrants on the Nasdaq Capital Market. The company has until June 16, 2026 to submit a plan of compliance, and Nasdaq may allow up to October 12, 2026 to regain compliance if the plan is accepted. Borealis expects to file the delayed Form 10-Q by early June 2026 and believes that, together with the 2025 Form 10-K, this will resolve the issue.
Borealis Foods Inc. director Ajami Amin has filed an initial statement of beneficial ownership, reporting 110,169 shares of Class A Common Stock held directly. This Form 3 establishes Amin’s starting equity position as an insider of BRLS for future ownership and trading disclosures.
Borealis Foods Inc. is setting its 2026 Annual Meeting of Shareholders for June 29, 2026, to be held in a virtual-only format at 12:30 p.m. Eastern Time. Shareholders of record as of May 26, 2026 will be entitled to receive notice and vote at the meeting.
The company outlines how investors can submit shareholder proposals and director nominations. Proposals for inclusion in proxy materials under Rule 14a-8 and any director nominations or other business under its advance notice by-laws must reach the company’s principal executive offices by May 25, 2026.
Borealis Foods Inc. reported board changes and new director appointments. On May 11, 2026, director Shiv Khemka resigned from the board and its audit, compensation, and nominating and corporate governance committees, with the company stating his resignation was not due to any disagreement over operations, policies or practices.
The board size was increased from seven to eight directors, and Zaure Algaziyeva and Pavel Mynzhanov were appointed to serve until the next annual meeting or until successors are chosen. Their appointments were made under a Credit Agreement with Oxus Capital PTE Ltd., the company’s lender and a significant shareholder.
The board determined that Algaziyeva qualifies as an independent director and named her to all three key committees. Mynzhanov, a director of Oxus Capital PTE Ltd. and CEO of an Oxus affiliate, does not qualify as independent. The filing states there are no family relationships or other material related-party transactions beyond those already disclosed in connection with the Oxus agreements.