UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. )*
Borealis
Foods Inc.
(Name of Issuer)
Common Shares,
par value $0.0001 per share
(Title of Class of
Securities)
09973D105
(CUSIP Number)
Kenges Rakishev
300/26 Dostyk
Avenue
Almaty,
Kazakhstan 050020
(727)
355-0151
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
February 7, 2024
(Date of Event
Which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☒
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 09973D105
| 1 |
NAMES OF REPORTING PERSONS
Oxus Capital PTE. LTD. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| 3 |
SEC use only
|
| 4 |
Source of funds (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
Number of
shares
beneficially
owned by
each
reporting
person
with |
7 |
Sole Voting Power
13,822,119 (1) |
| 8 |
Shared Voting Power
0 |
| 9 |
Sole Dispositive Power
13,822,119 (1) |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
13,822,119 (1) |
| 12 |
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (SEE INSTRUCTIONS)
¨ |
| 13 |
Percent of Class Represented
by Amount in Row (11)
46.3% (2) |
| 14 |
Type of Reporting Person (SEE
INSTRUCTIONS)
OO |
| (1) | Includes 5,352,477 common shares, par value $0.0001 per share
(“Common Shares”), of Borealis Foods Inc. (the “Issuer”) and 8,469,642 Common Shares underlying
private placement warrants (the “Private Warrants”) which are each exercisable to purchase a Common Share at $11.50
per share and which will become exercisable 30 days following February 7, 2024, held directly by Oxus Capital PTE. LTD. (“Oxus
Capital”) and indirectly beneficially owned by Kenges Rakishev, who is the controlling
shareholder of Oxus Capital. As a result, 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. |
| (2) | Based on the sum of 21,378,890 Common Shares outstanding
as of the closing of the Business Combination (as defined below), as reported by the Issuer in its Current Report on Form 8-K filed on
February 13, 2024 and 8,469,642 Common Shares underlying the Private Warrants. |
CUSIP No. 09973D105
| 1 |
NAMES OF REPORTING PERSONS
Kenges Rakishev |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| 3 |
SEC use only
|
| 4 |
Source of funds (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Kazakhstan |
Number of
shares
beneficially
owned by
each
reporting
person
with |
7 |
Sole Voting Power
13,822,119 (1) |
| 8 |
Shared Voting Power
0 |
| 9 |
Sole Dispositive Power
13,822,119 (1) |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
13,822,119 (1) |
| 12 |
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (SEE INSTRUCTIONS)
¨ |
| 13 |
Percent of Class Represented
by Amount in Row (11)
46.3%(2) |
| 14 |
Type of Reporting Person (SEE
INSTRUCTIONS)
IN |
| (1) | Represents 13,822,119 Common Shares of the Issuer and 8,469,642
Common Shares underlying the Private Warrants held directly by Oxus Capital and indirectly beneficially owned by Kenges Rakishev,
who is the controlling shareholder of Oxus Capital. As a result, 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. |
| (2) | Based on the sum of 21,378,890 Common Shares outstanding
as of the closing of the Business Combination (as defined below), as reported by the Issuer in its Current Report on Form 8-K filed on
February 13, 2024 and 8,469,642 Common Shares underlying the Private Warrants. |
EXPLANATORY NOTE
The Common Shares, deemed to be beneficially owned by the Reporting
Persons (as defined below) reported on this Schedule 13D (this “Schedule 13D”) were previously reported as ordinary
shares of Oxus Acquisition Corp. (“Oxus”), par value $0.0001 per share (“Ordinary Shares”), on a
Schedule 13G as most recently filed with the Securities and Exchange Commission (the “SEC”) on February 3, 2022. On
February 7, 2024 (the “Closing Date”), Oxus consummated its business combination (the “Business Combination”)
with Borealis Foods, Inc. (“Borealis”) and 1000397116 Ontario Inc., an Ontario corporation and a wholly owned subsidiary
of Oxus (“Newco”), pursuant to which, among other things, (a) Oxus domesticated and continued as a
corporation under the laws of the Province of Ontario, Canada (Oxus as the continuing entity, “New Oxus”); (b)
Newco and Borealis amalgamated (the “Borealis Amalgamation”, and the amalgamated corporation resulting therefrom, “Amalco”),
with Amalco surviving the Borealis Amalgamation as a wholly-owned subsidiary of New Oxus; and (c) immediately following the
Borealis Amalgamation, New Oxus and Amalco amalgamated (the “New Borealis Amalgamation”), with the Issuer surviving
the New Borealis Amalgamation.
In connection with the Business Combination, New
Oxus issued an aggregate of 21,378,890 common shares of New Oxus (“New Oxus Common Shares”), which, upon completion
of the New Borealis Amalgamation, survived and continued as common shares of the Issuer.
Going forward, the Reporting Persons (as defined below) will be reporting
beneficial ownership of securities of the Issuer on a Schedule 13D rather than a Schedule 13G.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Shares
of Borealis Foods Inc. (f/k/a Oxus Acquisition Corp.), a corporation incorporated under the laws of Canada. The address of the principal
executive office of the Issuer is 1540 Cornwall Rd. #104, Oakville, Ontario L6J7W5.
Item 2. Identity and Background
(a)-(b) Each of the following is hereinafter individually referred
to as a “Reporting Person” and, collectively, as the “Reporting Persons.” This statement is filed
on behalf of:
| |
● |
Oxus Capital PTE. LTD., a Singapore limited company;
and |
| |
● |
Mr. Kenges Rakishev, a Kazakhstan citizen. |
The principal business address of Oxus Capital is 8 Howard Road No.03-06 Novelty BizCenter, Singapore 369585. The principal business address
of Mr. Kenges Rakishev is 300/26 Dostyk avenue, Almaty 050020, Kazakhstan.
(c) The principal business of Oxus Capital was to advise and support
Oxus in identifying and acquiring one or more businesses or entities in connection with its initial business combination, which it completed
in connection with the closing of the Business Combination with Borealis. The principal occupation of Mr. Rakishev is serving as a public
company director, a global investor and entrepreneur, and prior to the closing of the Business Combination, the non-executive Chairman
and a director of Oxus.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
(f) See Item 2(a)-(b) above for citizenship or place of organization,
as applicable, of each of the Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in or incorporated by
reference in Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 3.
Oxus Capital purchased from Oxus an aggregate
of 8,625,000 Class B Ordinary Shares (as may be converted to Class A Ordinary Shares from time to time, the “Founder Shares”)
for a purchase price of $25,000, or approximately $0.003 per share, on March 22, 2021. On June 10, 2021 and July 14, 2021, Oxus Capital
forfeited an aggregate of 4,312,500 Founder Shares. In July 2021, Oxus Capital transferred 50,000 Founder Shares to each of Oxus’
independent director nominees at their original purchase price. Oxus Capital held approximately 4,162,500 Class B Ordinary Shares before
the initial public offering (“IPO”) of Oxus.
Simultaneously with the consummation of the IPO
and the underwriters’ exercise of over-allotment option in full, pursuant to a Private Placement Warrants Purchase Agreement, dated
September 2, 2021, Oxus Capital purchased an aggregate of 8,469,642 Private Warrants, each exercisable to purchase one Ordinary Share
at $11.50 per share, at an average price of $1.00 per warrant for an aggregate purchase price of $8,469,642. The warrants, which were
converted into warrants for Common Shares of the Issuer in connection with the Business Combination, will become exercisable 30 days following
February 7, 2024 and expire on February 6, 2029.
Borealis
executed a note purchase agreement with Sponsor on October 21, 2022 (the “Note Purchase Agreement”, as amended and
restated on November 14, 2022) for an aggregate principal amount of $20,000,000, which funding was completed by Oxus Capital on December
9, 2022.
On April 5, 2023, 1,500,000 of Class A Ordinary
Shares held by Oxus Capital were converted to 1,500,000 Class B Ordinary Shares on a one-to-one basis, at the option of Oxus Capital.
Upon the closing of the Business Combination, all Founder Shares held
by Oxus Capital automatically converted to the Common Shares of the Issuer on a one-to-one basis. Oxus Capital forfeited 750,000 Common
Shares for no consideration pursuant the Sponsor Support Agreement, dated February 23, 2023, by and among Oxus Capital, Oxus and Borealis.
On the Closing Date, the convertible notes issued by Borealis to Oxus Capital pursuant to the Note Purchase Agreement automatically converted
into 2,189,977 Common Shares of the Issuer. Furthermore, pursuant to an incentive agreement dated as of September 22, 2023, by and between
Kanat Mynzhanov and Oxus Capital, and an incentive agreement dated as of September 22, 2023, by and between Askar Mametov and Oxus Capital,
Oxus Capital transferred 200,000 and 50,000 Common Shares of the Issuer, to Mr. Mynzhanov and Mr. Mametov, respectively. After giving
effect to the transactions described above, Oxus Capital holds 5,352,477 Common Shares of the Issuer.
The 5,352,477 Common Shares held by Oxus Capital are subject to the
Lock-Up Agreement as described in Item 6. Oxus Capital may distribute these Common Shares to its members in respect of their underlying
interests therein following the expiration of the lock-up period prescribed under the Lock-Up Agreement. None of the Private Warrants
are subject to the Lock-Up Agreement. The foregoing descriptions of the Sponsor Support Agreement, the Note Purchase Agreements and the
incentive agreements do not purport to be complete and are qualified in their entirety by the terms and conditions of the respective agreement.
The source of funds for the transactions reported above was capital contributions from the member of Oxus Capital.
Item 4. Purpose of Transaction
The information in the Explanatory Note and Items 3 and 6 of this Schedule
13D is incorporated herein by reference.
The Reporting Persons acquired their interest in the Issuer for investment
purposes and in connection with the transactions described above and review their investment in the Issuer on a continuing basis. Depending
on various factors, including, without limitation, the lock-up of the Common Shares held by Oxus Capital (described in Item 6 below),
the Issuer’s financial position, results of operations, price levels of the Common Shares, conditions in the securities markets
and general economic and industry conditions, the Reporting Persons may in the future take or propose to take such actions with respect
to their investment in the Issuer as they deem appropriate, including, without limitation, acquiring additional Common Shares (or other
securities of or interests in the Issuer) or disposing of all or a portion of Common Shares (or other securities of or interests in the
Issuer) beneficially owned in the public markets, in privately negotiated transactions or otherwise, and potentially entering into derivative
or other transactions that increase or decrease the Reporting Persons’ economic interest in or control over the Issuer. Subject
to the Lock-Up Agreement and applicable law, Oxus Capital expects to distribute to its members Common Shares it holds.
Subject to the agreements described herein, the Reporting Persons,
at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans
and may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer and
may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
Item 5. Interest in Securities of the Issuer
(a) and (b) Calculation of the percentage of Common Shares beneficially
owned is based on 21,378,890 Common Shares outstanding as of the date hereof, as reported by the Issuer in its Current Report on Form
8-K filed on February 13, 2024, and taking into account the Common Shares underlying the warrants beneficially owned by the Reporting
Persons, as applicable.
The aggregate number and percentage of Common Shares beneficially owned
by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to
direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein
by reference.
Oxus Capital is the record holder of 5,352,477
Common Shares and 8,469,642 Private Warrants. Mr. Rakishev is the controlling shareholder of Oxus Capital and has voting and investment
discretion with respect to the securities held of record by Oxus Capital.
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission that any Reporting Person is the beneficial owner of Common Shares referred to herein for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(c) Except as set forth in Item 3 of this Schedule 13D, none of the
Reporting Persons has effected any transaction in securities of the Issuer in the past 60 days.
(d) To the best knowledge of the Reporting Persons, no one other than
the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares reported herein as beneficially owned by
the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Items 3 and 4 of the Schedule 13D is incorporated
herein by reference.
Registration Rights Agreement
In connection with the closing of the Business Combination, on the
Closing Date, Oxus Capital, Oxus, and certain other equity holders of Oxus and the Issuer (together, the “Holders”)
entered into a Registration Rights Agreement (the “Registration Rights Agreement”) whereby Issuer is obligated, within
30 days of the Closing Date, to file a registration statement to register the resale of the Common Shares, warrants and Common Shares
underlying the warrants held by the Holders and to use reasonable best efforts to cause the registration statement to become effective
as soon as reasonably practical after the initial filing of the registration statement. The Registration Rights Agreement also provides
the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.
Lock-Up Agreement
In connection with the closing of the Business Combination, on the
Closing Date, Oxus Capital and Oxus entered into a Lock-Up Agreement (the “Lock-Up Agreement”), which provides, subject
to certain exceptions, the Holders shall not transfer their Common Shares until (a) with respect to 50% of such shares, for a period ending
on the earlier of the one-year anniversary of the Closing Date and the date on which the common shares of the Issuer equals or exceeds
$12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within a 30-trading day period following the Closing Date or (b) with respect to the remaining 50% of such shares, for a period ending
on the earlier of the one-year anniversary of the Closing Date and the date on which the common shares of the Issuer equals or exceeds
$12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within a 30-trading day period following the Closing Date.
The description of the Registration Rights Agreement and Lock-Up Agreement
contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreements, which is filed
as Exhibit B and Exhibit C, respectively, hereto and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2024 |
Oxus Capital PTE. LTD. |
| |
|
|
| |
By: |
/s/ Yuta N. Delarck |
| |
Name: |
Yuta N. Delarck |
| |
Title: |
Attorney-in-Fact* |
| |
|
|
| |
/s/ Yuta N. Delarck |
| |
Yuta N. Delarck, Attorney-in-Fact for Kenges Rakishev* |
| * | The Powers of Attorney given by each of Oxus Capital PTE.
LTD. and Kenges Rakishev were previously filed as exhibits 24.1 to the Form 3s filed by Oxus Capital PTE. LTD. and Kenges Rakishev with
the SEC on September 2, 2021, respectively, and are herein incorporated by reference. |
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint
filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation
thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Borealis Foods Inc.,
an Ontario corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit
thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party
hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken
together shall constitute one and the same instrument.
| Dated: February 14, 2024 |
Oxus Capital PTE. LTD. |
| |
|
|
| |
By: |
/s/ Yuta N. Delarck |
| |
Name: |
Yuta N. Delarck |
| |
Title: |
Attorney-in-Fact* |
| |
|
|
| |
/s/ Yuta N. Delarck |
| |
Yuta N. Delarck, Attorney-in-Fact for Kenges Rakishev* |
| * | The Powers of Attorney given by each of Oxus Capital PTE.
LTD. and Kenges Rakishev were previously filed as exhibits 24.1 to the Form 3s filed by Oxus Capital PTE. LTD. and Kenges Rakishev with
the SEC on September 2, 2021, respectively, and are herein incorporated by reference. |
[Borealis Foods Inc. – Joint Filing Agreement]
Oxus Acquisition (NASDAQ:OXUSU)
Historical Stock Chart
From Apr 2024 to May 2024
Oxus Acquisition (NASDAQ:OXUSU)
Historical Stock Chart
From May 2023 to May 2024
