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SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Oxus Capital PTE. LTD. (Last) (First) (Middle) C/O BOREALIS FOODS, INC. 1540 CORNWALL RD. #104 (Street) OAKVILLE A6 L6J7W5 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 02/07/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/09/2024	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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(6)
Class A Common Shares	02/07/2024		C(3)		2,189,977	A	$0(3)	5,602,477	D(6)
Class A Common Shares	02/07/2024		J(4)		200,000	D	(4)	5,402,477	D(6)
Class A Common Shares	02/07/2024		J(5)		50,000	D	(5)	5,352,477	D(6)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: 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(6)
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(6)

1. Name and Address of Reporting Person* Oxus Capital PTE. LTD. (Last) (First) (Middle) C/O BOREALIS FOODS, INC. 1540 CORNWALL RD. #104 (Street) OAKVILLE A6 L6J7W5 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rakishev Kenges (Last) (First) (Middle) C/O BOREALIS FOODS, INC. 1540 CORNWALL RD. #104 (Street) OAKVILLE A6 L6J7W5 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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, Oxus Capital PTE. LTD. ("Oxus Capital") forfeited 750,000 Class B ordinary shares of Oxus for no consideration pursuant the Sponsor Support Agreement, dated February 23, 2023, by and among Oxus Capital, 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 Oxus Capital pursuant to the Note Purchase Agreement between Borealis and Oxus Capital dated as of October 21, 2022 and the Note Purchase Agreement between Borealis and Oxus Capital dated as of November 14, 2022, automatically converted into 2,189,977 Class A common shares of the Issuer.

4. Represents securities transferred from Oxus Capital 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 Oxus Capital. Kanat Mynzhanov owns a membership interest in Oxus Capital, which directly owns shares of the Issuer's Class A Common Shares.

5. Represents securities transferred from Oxus Capital 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 Oxus Capital.

6. This amendment is being filed to add Kenges Rakishev, who is a controlling shareholder of Oxus, as a reporting person and to reflect his indirect beneficial ownership of the securities previously reported herein. This amendment does not report any new transaction or otherwise modify the transactions previously reported, except to reflect Mr. Rakishev as an additional reporting person. Mr. Rakishev disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

Remarks:

See Exhibit 24.1 - Power of Attorney

	Oxus Capital PTE. LTD., By /s/ Pavel Mynzhanov, Authorized Signatory.	05/29/2026
	Kenges Rakishev, By /s/ Kenges Rakishev	05/29/2026
	** Signature of Reporting Person	Date
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