Oxus Capital PTE. LTD. - 27 Apr 2024 Form 4 Insider Report for Borealis Foods Inc. (BRLS)

Reporting relationship: 10%+ Owner
Issuer ticker: BRLS
Reported as of: 27 Apr 2024
Net transaction value: $0
SEC form: 4
Accepted by SEC: 29 May 2026, 06:08:33 UTC
Prior SEC filing: 29 May 2026
Next SEC filing: 29 May 2026
Source filing: View source filing
Reporting owner signature: Oxus Capital PTE. LTD., By /s/ Pavel Mynzhanov, Authorized Signatory

Key filing fact

Oxus Capital PTE. LTD. filed Form 4 for Borealis Foods Inc. (BRLS) on 29 May 2026.

Key facts

This page summarizes Oxus Capital PTE. LTD.'s Form 4 filing for Borealis Foods Inc. (BRLS).
1 reported transaction and 2 derivative rows are listed below.
Accepted by SEC: 29 May 2026, 06:08.

Change

Previous filing in this sequence was filed on 29 May 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (2)

CIK 0001881259 Primary reporting owner

Oxus Capital PTE. LTD.

Relationship: 10%+ Owner
Address: C/O BOREALIS FOODS, INC., 1540 CORNWALL RD. #104, OAKVILLE, ONTARIO, CANADA
Signature: Oxus Capital PTE. LTD., By /s/ Pavel Mynzhanov, Authorized Signatory
Signature date: 29 May 2026

CIK 0001548375

Rakishev Kenges

Relationship: 10%+ Owner
Address: C/O BOREALIS FOODS, INC., 1540 CORNWALL RD. #104, OAKVILLE, ONTARIO, CANADA
Signature: Kenges Rakishev, By /s/ Kenges Rakishev
Signature date: 29 May 2026

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BRLS transaction Derivative

Convertible Indebtedness

Award

Transaction value
Shares: 0
Change %
Price: $0.000000^*
Shares after: 0
Date: 27 Apr 2026
Ownership: Direct
Underlying class: Common Shares
Underlying amount
Exercise price
Footnotes: F1, F2, F3, F4

BRLS transaction Derivative

Convertible Indebtedness

Award

Transaction value
Shares: 0
Change %
Price: $0.000000^*
Shares after: 0
Date: 27 Apr 2026
Ownership: Direct
Underlying class: Common Shares
Underlying amount
Exercise price
Footnotes: F1, F2, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

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).

Footnote F2

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.

Footnote F3

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.

Footnote F4

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.