{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-23-016189","form_type":"8-K","ticker":"BRLS","cik":"0001852973","company_name":"Borealis Foods Inc.","filed_at":"2023-03-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:47.159479+00:00","generated_at":"2026-06-18T18:58:16.282294+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Oxus Acquisition Corp. enters definitive business combination with Borealis Foods valued at $150M","bullets":["Borealis shareholders to receive New Oxus shares valued at $150M less net indebtedness, divided by $10.00 per share.","Closing conditions include minimum $30M available cash, Borealis debt ≤ $17M, and Oxus net tangible assets ≥ $5,000,001.","Sponsor provided $20M convertible note financing (Oct 2022); new investor convertible note of $20M signed Feb 8, 2023.","Amended promissory note with sponsor increases borrowing capacity to $3.5M; $1.5M outstanding as of Mar 1, 2023.","Termination fee of $5M payable by Borealis in certain termination scenarios; outside date Dec 8, 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-23-016189","json":"https://secwatch.observer/filing/0001213900-23-016189.json","markdown":"https://secwatch.observer/filing/0001213900-23-016189.md","text":"https://secwatch.observer/filing/0001213900-23-016189.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1852973/000121390023016189/0001213900-23-016189-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1852973/000121390023016189/ea174376-8k425_oxusacq.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T18:58:16.282294+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1c09c92b717291e0305dc11c2a08d495e62df78b","claim":"Borealis Foods Inc. amended loan of $3,500,000 with Sponsor at non-interest bearing maturing due on the date on which Oxus consummates its initial business combination.","evidence_excerpt":"On February 28, 2023, Oxus entered into an Amended and Restated Promissory Note (the “ Amended Note ”) with the Sponsor pursuant to which Oxus may borrow up to an aggregate principal amount of $3,500,000. The Amended Note amended, replaced and superseded in its entirety that certain promissory note, dated September 8, 2022, made by Oxus in favor of the Sponsor in the principal amount of up to $1,500,000 (the “ Original Note ”), and any unpaid principal balance of the indebtedness evidenced by the Original Note has been merged into and evidenced by the Amended Note. The Amended Note is non-interest bearing and due on the date on which Oxus consummates its initial business combination.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1852973/000121390023016189/0001213900-23-016189-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"$3,500,000"},{"label":"Counterparty","value":"Sponsor"},{"label":"Rate","value":"non-interest bearing"},{"label":"Maturity","value":"due on the date on which Oxus consummates its initial business combination"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"},{"claim_id":"7713a48197d12c72d1687762ad628a762e9ebc4d","claim":"Borealis Foods Inc. entered into Business Combination Agreement with Oxus Acquisition Corp. and 1000397116 Ontario Inc. (effective 2023-02-23).","evidence_excerpt":"On February 23, 2023, Oxus Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“ Oxus ”), entered into a Business Combination Agreement with 1000397116 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario, Canada and a wholly-owned subsidiary of Oxus (“ Newco ”), and Borealis Foods Inc., a corporation incorporated under the laws of Canada (“ Borealis ”, or the “ Company ”) (as may be amended and restated from time to time, the “ Business Combination Agreement ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1852973/000121390023016189/0001213900-23-016189-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Oxus Acquisition Corp. and 1000397116 Ontario Inc."},{"label":"Effective","value":"2023-02-23"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}