8-K
filed February 13, 2024, 6:59 PM ET
ticker BRLS
CIK 0001852973
M&A
confidence high
sentiment neutral
materiality 0.85
Borealis Foods Inc. (BRLS): M&A transaction — Borealis Foods closes SPAC merger with Oxus Acquisition Corp., valued at $133M
Borealis Foods Inc.
- Aggregate transaction consideration of $133M after deducting $17M net indebtedness; 13.3M new shares issued.
- Investor notes totaling $30M (Belphar $20M, Saule $5M, Aman $2M, GSS $3M) converted into 4,163,510 common shares.
- Sponsor note amended to $6M principal, maturity extended to February 7, 2025.
- Board: 11 directors; CEO Reza Soltanzadeh, Chairman Barthelemy Helg, Belphar nominee Shukhrat Ibragimov.
- Lock-up: 50% of restricted securities locked for 12 months or until stock price >= $12 for 20 trading days.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Borealis Foods Inc.: New Borealis adopted amended and restated bylaws effective February 7, 2024 (effective 2024-02-07).
- Change
- bylaw amendment
- Effective
- 2024-02-07
Exact text from the filing
New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “ Bylaws ,” and together with the Articles, the “ Governing Documents ”), in each case effective as of February 7, 2024.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Borealis Foods Inc.: New Borealis adopted amended and restated articles of amalgamation effective February 7, 2024 (effective 2024-02-07).
- Change
- charter amendment
- Effective
- 2024-02-07
Exact text from the filing
Articles of Amalgamation were filed for New Borealis (the “ Articles ”) with the Ministry of Public and Business Service Delivery of Ontario; and (b) New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “ Bylaws ,” and together with the Articles, the “ Governing Documents ”), in each case effective as of February 7, 2024.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Borealis Foods Inc.: New Borealis Board adopted a new code of business conduct and ethics effective February 7, 2024 (effective 2024-02-07).
- Change
- code of ethics
- Effective
- 2024-02-07
Exact text from the filing
the New Borealis Board adopted a new code of business conduct and ethics (the “ Code of Ethics ”) applicable to directors, officers, and employees of New Borealis and its subsidiaries.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Borealis Foods Inc.: Oxus ceased being a shell company on February 7, 2024 as a result of the transaction (effective 2024-02-07).
- Change
- shell status
- Effective
- 2024-02-07
Exact text from the filing
As a result of the Transaction, on February 7, 2024, Oxus ceased being a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Borealis Foods Inc. underwent a change of control involving Oxus Acquisition Corp. for Aggregate Transaction Consideration of $133,000,000 (closed 2024-02-07).
- Action
- change of control
- Counterparty
- Oxus Acquisition Corp.
- Consideration
- Aggregate Transaction Consideration of $133,000,000
- Closing
- 2024-02-07
Exact text from the filing
of New Borealis Common Shares equal to the quotient of (a) $150,000,000 minus Borealis’ Closing Net Indebtedness, as agreed to by the parties, of $17,000,000, which equals $133,000,000, divided by (b) $10.00 (the “ Aggregate Transaction Consideration ”). ● Each Borealis Common Share was exchanged for 0.0661 of a New Borealis Common Share, which is equal to the
View on SEC.gov
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