UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Borealis
Foods Inc.
(Name of Issuer)
Common Share,
no par value
(Title of Class of Securities)
09973D105
(CUSIP Number)
Pouneh Rahimi
Borealis Foods Inc.
1540 Cornwall Rd. #104
Oakville, ON L6J 7W5, Canada
(905) 278-2200
(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 which 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 o.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See § 240.13d-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 the 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).
SCHEDULE 13D
CUSIP No. 09973D105
| 1 |
NAME OF REPORTING PERSONS
Barthelemy Helg |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
3,205,556
|
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
3,205,556 |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,205,556 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.994% |
| 14 |
TYPE OF REPORTING PERSON
IN |
Item 1. Security and Issuer.
This Schedule 13D relates to the common shares
no par value (the “Common Shares”), of Borealis Foods Inc., a corporation incorporated under the laws of Ontario, with
its principal offices at 1540 Cornwall Rd. #104, Oakville, ON L6J 7W5, Canada (the “Issuer”).
Item 2. Identity and Background.
| (a) | This Schedule 13D is being filed by Barthelemy Helg (the “Reporting Person”). |
| (b) | The principal office address of the Reporting Person is 1540 Cornwall Rd. #104, Oakville, ON L6J 7W5, Canada. |
| (c) | The Reporting Person serves as a non-executive chairman and director of the Company. |
| (d) | During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
| (e) | During the last five years the Reporting Person was not 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) | The Reporting Person is a Swiss citizen. |
Item 3. Source and Amount of Funds or Other Consideration
On February 7, 2024 (the “Closing”), Borealis Foods
Inc., a corporation incorporated under the laws of Canada (“Borealis”), Oxus Acquisition Corp., a Cayman Islands exempted
company (“Oxus”), and 1000397116 Ontario Inc., an Ontario corporation and a wholly owned subsidiary of Oxus (“Newco”),
consummated the closing of the transaction contemplated by the Business Combination Agreement, dated as of February 23, 2023, by and among
Borealis, Oxus, and Newco (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Business
Combination Agreement”) pursuant to the approval at an extraordinary general meeting of the shareholders of Oxus held on February
2, 2024.
Pursuant to the Business Combination Agreement, among other things:
(i) Oxus domesticated and continued as a corporation under the laws of Ontario, Canada (“New Oxus”); and (ii) (a) Newco
and Borealis amalgamated (the amalgamated corporation resulting therefrom, “Amalco”), with Amalco surviving the amalgamation
as a wholly-owned subsidiary of New Oxus; and (b) following that amalgamation, New Oxus and Amalco amalgamated (the corporation resulting
therefrom, “New Borealis,” as a corporation under the Business Corporations Act (Ontario)). New Borealis will continue under
the name “Borealis Foods Inc.” (now referred herein as the “Issuer”).
In connection with the Transaction, New Oxus issued 3,205,556 common
shares of New Oxus to the Reporting Person, which, upon completion of the amalgamation, continued as Common Shares of Issuer.
Item 4. Purpose of Transaction
Item 3 above is hereby incorporated into this Item 4 by reference.
The Reporting Person serves as a non-executive chairman and director of the Issuer and, in such capacity, may be involved in reviewing
and approving transactions involving the Issuer and may have influence over the corporate activities of the Issuer, including activities
which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
From time to time, the Reporting Person, in his capacity as a non-executive
chairman and director of the Issuer, may also acquire beneficial ownership of additional shares of Issuer Common Shares or other securities
of the Issuer as compensation, by purchase or otherwise, including, but not limited to, (i) pursuant to the exercise of any outstanding
share options then owned by the Reporting Person or (ii) upon receipt from the Issuer of future compensatory equity incentive awards for
which the Reporting Person qualifies, including, but not limited to, awards of shares of Issuer Common Shares and options to purchase
Issuer Common Shares.
In addition, subject to the Reporting Person’s compliance with
the terms of the Lock-Up Agreement described in Item 6 below, the Reporting Person may at any time and from time to time, and in each
case upon such terms as the Reporting Person may deem advisable: (i) acquire additional Common Shares and/or other securities and/or instruments
(including equity, debt or other securities or instruments) of the Issuer (or its affiliates) in the open market, in privately negotiated
transactions, or otherwise; (ii) dispose of any or all of his Common Shares and/or other securities and/or instruments of the Issuer (or
its affiliates) in the open market, in privately negotiated transactions, or otherwise, including through a trading plan created under
Rule 10b5-1 under the Securities Exchange Act of 1934; (iii) enter into swap and/or other derivative transactions with broker-dealers
and/or financial institutions counterparties with respect to the securities of the Issuer (or its affiliates), which transactions may
be deemed to either increase or decrease the Reporting Person’s economic exposure to the value of the Common Shares and/or other
securities of the Issuer; (iv) engage in any other hedging or similar transactions with respect to the Common Shares and/or other securities
or instruments of the Issuer; and/or (v) use any or all of his Common Shares and/or other securities and/or instruments of the Issuer
(or its affiliates) as collateral for loans, including in respect of margin account borrowings.
The Reporting Person may, at any time and from time to time, (i) review
or reconsider his position in the Issuer or change his purpose or formulate plans or proposals with respect thereto or (ii) propose or
consider one or more of the actions described in clauses (a) through (j) of Item 4 to Schedule 13D.
Other than as described above in this Item 4 and in Item 6, the Reporting
Person does not have any present plans or proposals that relate to, or would result in, any actions or events specified in clauses (a)
through (j) of Item 4 to Schedule 13D.
Item 5. Interest in Securities of the Issuer
| (a) | The Reporting Person beneficially owns 3,205,556 shares of Issuer Common Shares, which represents approximately 14.99% of the outstanding
shares of Issuer Common Shares. |
| (b) | The Reporting Person has the sole power to vote and dispose of 3,205,556 shares of Issuer Common Shares. |
| (c) | No transactions in the Issuer’s Common Shares were effected during the past 60 days by the Reporting Person except as set forth
in Item 3 above and Item 6 below. |
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Reference is made to the transactions discussed in Item 3 above, which
is incorporated herein by reference.
Lock-Up Agreement
In connection with the Business Combination Agreement, the Reporting
Person entered into a Lock-Up Agreement, dated February 7, 2024, with the Issuer (the “Lock-Up Agreement”), pursuant
to which the securities of Issuer held by the Reporting Person are locked-up and subject to transfer restrictions, subject to certain
specifications and exceptions. Fifty percent (50%) of the Issuer Common Shares held by the Reporting Person are locked-up during the period
commencing from Closing and ending on the earlier to occur of (i) 12 months after the date of the Closing and (ii) the date on which the
closing price of Issuer Common Shares equals or exceeds $12.00 per share (as adjusted to take into account any stock split, stock dividend,
reverse stock split, recapitalization or similar event) for any 20 trading days within a 30-trading day period starting after the Closing,
and the other fifty percent (50%) of such shares are locked-up during the period commencing from Closing and ending on 12 months after
the date of Closing. The foregoing summary of certain terms and conditions of the Lock-Up Agreement does not purport to be complete and
is qualified in its entirety by reference to the complete text of the form of Lock-Up Agreement, a copy of which was filed by Oxus as
Exhibit 10.6 to the final prospectus and definitive proxy statement (the “Proxy Statement/Prospectus”) filed with the
Securities and Exchange Commission (the “SEC”) on January 16, 2024 and is incorporated by reference herein as Exhibit
10.1.
Registration Rights Agreement
At the Closing, the Reporting Person and other shareholders of the
Issuer entered into a registration rights agreement, dated February 7, 2024, with the Issuer (the “Registration Rights Agreement”),
pursuant to which the Issuer will be obligated to file a registration statement to register the resale of certain securities of the Issuer
held by the Reporting Person and such other shareholders and provide the Reporting Person and such other shareholders with “piggy-back”
registration rights, subject to certain requirements and customary conditions. The foregoing summary of certain terms and conditions of
the Registration Rights Agreement does not purport to be complete and it is qualified in its entirety by reference to the complete text
of the Registration Rights Agreement, a copy of which was filed by Oxus as Exhibit 10.5 to the Proxy Statement/Prospectus filed with the
SEC on January 16, 2024 and is incorporated by reference herein as Exhibit 10.2.
Promissory Notes
On December 31, 2019, the Issuer issued two demand promissory notes
to the Reporting Person, pursuant to which the Issuer borrowed $1.2 million. On December 31, 2020, the Issuer issued two demand promissory
notes to the Reporting Person, pursuant to which the Issuer borrowed $3.0 million. On February 2, March 18, March 31, June 8, June 23,
and December 1, 2022, the Issuer issued demand promissory notes to the Reporting Person, pursuant to which the Issuer borrowed $1.5 million,
$1.0 million, $937,167, $500,000, $350,000, and $36,625, respectively. The principal amount of each such promissory note bears interest
at the annual rate of 10%. The foregoing summary of certain terms and conditions of the promissory notes do not purport to be complete and
it is qualified in its entirety by reference to the complete text of the form of Promissory Note, a copy of which is filed herein as Exhibit
10.3, and is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Signature
After reasonable inquiry and to the best of the
undersigned’s knowledge and belief I certify that the information set forth in this statement is true, complete, and correct.
| Dated: February 14, 2024 |
|
|
| |
|
|
|
By: |
/s/ Barthelemy Helg |
| |
|
Barthelemy Helg |
Exhibit 10.3
PROMISSORY NOTE
$[●]
FOR VALUE RECEIVED, Borealis Foods Inc., a federally
incorporated Canadian corporation (the “Borrower”), promises to pay to BARTHELEMY HELG, an individual residing at Etzelweidstrasse
11, Schindellegi, CH-8834, Switzerland (the “Lender”), the principal sum of
[●] U.S. DOLLARS
The designation of “Lender” or “Borrower”
as used herein shall include singular, plural, masculine, feminine or neutral as required by the context.
| 1. | Promise to Pay. The Borrower promises to pay to the order of the Lender by check or wire transfer,
the sum of [●] U.S. Dollars ($●) (the “Principal”). |
| 2. | Interest. The Principal shall bear simple interest at the rate of ten percent (10%) (the “Margin”)
floating over the LIBOR 30-Day Index Rate, or its future equivalent. |
For purposes of this Promissory Note,
LIBOR 30-Day Index Rate means the rate of interest per annum equal to the London Interbank Offered Rate (“LIBOR”) for thirty
(30) day U.S. dollar deposits as published in the “Money Rates” column of the local edition of The Wall Street Journal
based on the most recent rate information available two (2) days prior to the date that the interest rate is selected by Borrower.
If such rate is no longer available, Borrower shall choose a new LIBOR Index Rate based on comparable information. If more than one rate
is quoted, Borrower shall use the arithmetic average of such rates. This rate will be effective on and from the date of disbursement,
based on the most recent rate information available on the date of disbursement, and will be effective until the first (1st) day
of the first (1st) calendar month following the date of disbursement.
The interest rate shall be readjusted
to the current LIBOR 30-Day Index Rate plus the Margin based on the most recent rate information available on the date that the interest
rate is adjusted and such rate shall be effective until the first (1st) day of the next calendar month after the date the rate is
adjusted. The rate shall be adjusted each first (1st) day of each calendar month thereafter at the current LIBOR 30-Day Index Rate
plus the Margin based on the most recent rate information available on the date that the interest rate is adjusted.
Interest shall be calculated at the
rate of 1/360 of the annual rate of interest for each day that principal is outstanding (i.e., interest will accrue and be paid on the
actual number of calendar days elapsed from the date of each advance based on a 360-day year).
| 3. | Payment. Interest shall be due and payable monthly on the 1st day of each month. |
| 4. | Demand. The entire outstanding Principal and any unpaid interest shall be fully due and payable
in U.S. Dollars, at the address set forth above, or at such other place as the Lender may designate in writing, ON DEMAND. |
| 5. | Prepayment. Borrower shall have the option to prepay this Promissory Note, in full or in part,
at any time without penalty. |
| 6. | Status of Lender. In the event that the Borrower ceases to be a shareholder, officer or director
of the Borrower for any reason, or the Borrower seeks relief under applicable bankruptcy laws, or suffers an involuntary petition in bankruptcy
or receivership not vacated within thirty (30) days, the entire balance of this Promissory Note shall be immediately due and payable to
the Borrower. |
| 7. | Default. Unless otherwise agreed to by the Lender, failure of Borrower to pay any sum
when due and payable hereunder or failure to perform any covenant hereunder shall constitute an event of default (“Default”). In
the event of a Default hereunder, the Margin of the interest rate set forth above shall be increased to fifteen percent (15%) per annum,
beginning on the date of such Default and continuing until the Default is cured in full. Furthermore, the Borrower agrees
that in the event of a Default, the whole amount evidenced by this Promissory Note shall, at the option of the Lender, become immediately
due and the Lender shall have the right to institute any proceedings on this Promissory Note for the purpose of collecting the Principal
and Interest with the costs and expenses of protecting any security connected herewith. |
| 8. | Notices. All notices and communications to Borrower in connection with this Promissory
Note shall be to the address first set forth above. |
| 9. | Enforcement. The Borrower shall pay all costs and expenses, including legal expenses and reasonable
attorney’s fees incurred by Lender in connection with the enforcement of Borrower’s obligations under this Promissory Note. No delay
or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right
hereunder, and no single or partial exercise of any right hereunder shall preclude other or future exercise thereof. |
| 10. | Waiver. Demand, presentment, protest, or other requirements of notice or acts of diligence are
waived by all parties hereto. |
| 11. | No Assignment; Successors. No rights or obligations of Borrower or Lender hereunder
may be assigned or otherwise transferred without the prior written consent of Borrower. This Promissory Note shall be binding
upon Borrower’s assigns and other successors, and shall inure to the benefit of Lender’s permitted assigns and other successors. |
| 12. | Governing Law. This Promissory Note shall be governed by and construed in accordance with the laws
of the Province of Ontario, without regard to conflict or choice of law principles. |
IN WITNESS WHEREOF, this Promissory Note
is effective as of the date first written above.
| |
BOREALIS FOODS INC. |
| |
|
|
| |
|
| |
Per: |
Reza Soltanzadeh |
| |
Its: |
President |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, Barthelemy Helg, hereby constitutes
and appoints POUNEH RAHIMI and STEPHEN WEGRZYN and any of them (each an “Attorney-in-Fact”), with full
power of substitution, as the undersigned’s true and lawful attorney-in-fact, with respect to Borealis Foods Inc., a corporation
incorporated under the Laws of Canada (the “Company”), to:
| 1. | Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form
ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords and other access credentials
enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable
under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any other rule or regulation of the
SEC. |
| 2. | Prepare, execute, and submit to the SEC the Company, and/or any national securities exchange on which
the Company’s securities are listed any and all reports (including any amendments thereto) that the undersigned is required to file
with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 16 of the Exchange Act, or any
rule or regulation thereunder, with respect to any security of the Company, including without limitation SEC Forms 3, 4 and 5. |
| 3. | Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding
transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. |
The undersigned acknowledges that:
| 1. | This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion
on information provided to such Attorney-in-Fact without independent verification of such information; |
| 2. | Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this
Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary
or desirable; |
| 3. | Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility
to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such
requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and |
| 4. | This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s
obligations under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange
Act. |
The undersigned hereby grants to the Attorney-in-Fact
full power and authority to do and perform each and every act and thing requisite, necessary, or advisable to be done in connection with
the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming
all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power
of Attorney.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and
transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.
This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
[Signature Page Follows]
IN WITNESS WHEREOF,
the undersigned has executed this Power of Attorney as of February 13, 2024.
| /s/ Barthelemy Helg |
|
| Barthelemy Helg |
|
[Signature Page to Power
of Attorney – [Barthelemy Helg]
Oxus Acquisition (NASDAQ:OXUSU)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Oxus Acquisition (NASDAQ:OXUSU)
Gráfica de Acción Histórica
De May 2023 a May 2024
