Sec Form 4 Filing - Oxus Capital PTE. LTD. @ Borealis Foods Inc. - 2024-02-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Oxus Capital PTE. LTD. 2. Issuer Name and Ticker or Trading Symbol Borealis Foods Inc. [ BRLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BOREALIS FOODS, INC., 1540 CORNWALL RD. #104 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2024 (Street) OAKVILLE, A6L6J7W5 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Shares 02/07/2024 C( 2 ) 1,912,500 A $ 0 ( 2 ) 3,412,500 D Class A Common Shares 02/07/2024 C( 3 ) 2,189,977 A $ 0 ( 3 ) 5,602,477 D Class A Common Shares 02/07/2024 J( 4 ) 200,000 D 5,402,477 D Class A Common Shares 02/07/2024 J( 5 ) 50,000 D 5,352,477 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Numb er of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B ordinary shares ( 1 ) 02/07/2024 D 750,000 ( 1 ) ( 1 ) Class A Common Shares 750,000 $ 0 ( 1 ) 1,912,500 D Class B ordinary shares ( 2 ) 02/07/2024 C 1,912,500 ( 2 ) ( 2 ) Class A Common Shares 1,912,500 $ 0 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oxus Capital PTE. LTD. C/O BOREALIS FOODS, INC. 1540 CORNWALL RD. #104 OAKVILLE, A6L6J7W5 X Signatures /s/ Yuta N. Delarck, Attorney-in-Fact 02/09/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the business combination (the "Business Combination") by and among Oxus Acquisition Corp. ("Oxus"), Borealis Foods Inc. ("Borealis") and 1000397116 Ontario Inc. on February 7, 2024 (the "Closing"), immediately prior to the Closing, the Reporting Person forfeited 750,000 Class B ordinary shares of Oxus for no consideration pursuant the Sponsor Support Agreement, dated February 23, 2023, by and among the Reporting Person, Oxus and Borealis. ( 2 )Upon the Closing, all Class B ordinary shares of Oxus were automatically converted into Class A common shares of the Issuer on a one-for-one basis. ( 3 )At the Closing, the convertible notes issued by Borealis to the Reporting Person pursuant to the Note Purchase Agreement between Borealis and the Reporting Person dated as of October 21, 2022 and the Note Purchase Agreement between Borealis and the Reporting Person dated as of November 14, 2022, automatically converted into 2,189,977 Class A common shares of the Issuer. ( 4 )Represents securities transferred from the Reporting Person to Kanat Mynzhanov upon consummation of the Business Combination, pursuant to an incentive agreement, dated as of September 22, 2023, by and between Kanat Mynzhanov and the Reporting Person. Kanat Mynzhanov owns a membership interest in the Reporting Person, which directly owns shares of the Issuer's Class A Common Shares. ( 5 )Represents securities transferred from the Reporting Person to Askar Mametov upon consummation of the Business Combination, pursuant to an incentive agreement, dated as of September 22, 2023, by and between Askar Mametov and the Reporting Person.

Remarks: See Exhibit 24.1 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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