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 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
on February 7, 2024 and effective as of such date, 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.
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Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Borealis Foods Inc.: Articles of Amalgamation were filed for New Borealis 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.
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Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Borealis Foods Inc.: Oxus ceased being a shell company as a result of the transaction on February 7, 2024 (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.
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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.
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.85
Borealis Foods Inc. completed an acquisition involving Oxus Acquisition Corp. for 13,300,000 New Oxus Common Shares (closed 2024-02-07).
- Action
- acquisition
- Counterparty
- Oxus Acquisition Corp.
- Consideration
- 13,300,000 New Oxus Common Shares
- Closing
- 2024-02-07
Exact text from the filing
of Borealis Common Shares issued and outstanding immediately prior to the Borealis Amalgamation. 1 ● As of the Closing Date, the Aggregate Transaction Consideration was 13,300,000 New Oxus Common Shares, and was based on 201,206,834 Borealis Common Shares issued and outstanding, with an exchange rate of 0.0661, which the process is described in the final
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Borealis Foods Inc. entered into New Investor Note Purchase Agreements with Belphar Ltd., Saule Algaziyeva, Aman Murat Baikadamuly, GSS Overseas LTD. valued at Total $30,000,000 in notes: Belphar $20,000,000 (Feb 8, 2023), Saule $5,000,000 (Mar 3, 2023), Aman.
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Belphar Ltd., Saule Algaziyeva, Aman Murat Baikadamuly, GSS Overseas LTD.
- Value
- Total $30,000,000 in notes: Belphar $20,000,000 (Feb 8, 2023), Saule $5,000,000 (Mar 3, 2023), Aman
Exact text from the filing
In accordance with the terms of the Business Combination Agreement, Borealis executed New Investor Note Purchase Agreements with certain investors.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Borealis Foods Inc. entered into Shareholder Support Agreements with Oxus and certain Borealis shareholders valued at Shareholders agreed to vote their Borealis Common Shares in favor of the Transaction and not to sell.
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Oxus and certain Borealis shareholders
- Value
- Shareholders agreed to vote their Borealis Common Shares in favor of the Transaction and not to sell
Exact text from the filing
Concurrently with the execution of the Business Combination Agreement, Borealis entered into Shareholder Support Agreements with Oxus and certain Borealis shareholders.
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