What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-04-15 compared with 2023-03-31 · 35 added, 43 removed, 0 unchanged (100% of the section changed)

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our equity securities trade on the Nasdaq.

of our units consists of one Class A ordinary share and one warrant and, commencing on September 3, 2021, trades on the Nasdaq under the

symbol “OXUSU.” The Class A ordinary shares and warrants underlying our units began trading separately on the Nasdaq under

the symbols “OXUS” and “OXUSW,” respectively, on October 6, 2021.

Holders of Record

On March 24, 2023, there were one holder of record

of our units and three holders of record of our Class A ordinary shares and five holders of record of our warrants.

Such numbers do not

include beneficial owners holding our securities through nominee names.

We have not paid any cash dividends on our ordinary

shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination.

The payment of cash

dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition

subsequent to completion of our initial Business Combination.

The payment of any cash dividends subsequent to our initial Business Combination

will be within the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating

and does not anticipate declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with

our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection

Use of Proceeds from our Initial Public Offering

On September 8, 2021, the Company consummated

the Initial Public Offering of 15,000,000 units at $10.00 per unit and the sale of 8,400,000 private warrants

at a price of $1.00 per private warrant in a private placement to the Company’s sponsor and its underwriters that closed

simultaneously with the closing of the Initial Public Offering.

On September 13, 2021, the underwriters exercised their over-allotment

option in full, according to which the Company consummated the sale of an additional 2,250,000 units, at $10.00 per unit,

and the sale of an additional 900,000 private warrants, at $1.00 per private warrant, generating total gross proceeds of

$23.40 million.

A total of $175,950,000 of the net proceeds from the

Initial Public Offering (including the additional units) and the sale of private placement warrants and additional private placement warrants

was deposited in a trust account with Continental Stock Transfer & Company as trustee, established for the benefit of the Company’s

public shareholders.

Transaction costs amounted to $3.70 million consisting of $3.00 million in cash of underwriting fees

and $0.70 million of other offering costs.

In connection with the shareholder vote to approve

the Extension Amendment in the Extraordinary General Meeting on March 2, 2023, the holders of 15,300,532 Class A ordinary shares

property exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate

redemption amount of approximately $159.34 million, leaving approximately $20.3 million in the trust account.

For a description of the use of the proceeds generated

in our Initial Public Offering, see Part II, Item 7 of this Annual Report.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Market Information

Our Common Shares began trading on the Nasdaq

under the symbol “BRLS” on February 8, 2024.

Our Warrants began trading on the Nasdaq under the symbol “BRLSW”

on the same day.

As of March 22, 2024, there were 79 holders of

record of our Common Shares and four holders of record of our Warrants.

Dividend Policy

We have no current plans to pay dividends on our

Common Shares.

Holders of our Common Shares do not have any right to receive dividends, or to receive a distribution upon a liquidation,

dissolution, or winding up of Borealis Foods Inc., with respect to their Common Shares.

The declaration, amount, and payment of any future

dividends on our Common Shares is at the sole discretion of our Board, and we may reduce or discontinue entirely the payment of such dividends

Our Board may take into account general and economic conditions, our financial condition and operating results, our available

cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications

on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board may deem relevant.

Any financing arrangements that we enter into

in the future may include restrictive covenants that limit our ability to pay dividends.

Since our formation in 2019, we have not paid any dividends to holders of our outstanding common shares.

Securities Authorized for Issuance Under Equity

Compensation Plans

As of December 31, 2023, we did not have any equity

compensation plans and, further, we did not have any securities authorized for issuance under equity compensation plans.

On February 7,

2024, in connection with the Transaction, Oxus’ and Borealis’ shareholders approved the Equity Incentive Plan (the “ Incentive

The Incentive Plan initially makes available a maximum number of 1,125,869 Common

The aggregate number of Common Shares that is (i) issued to an officer, director, 10% stockholder and anyone who possesses material

non-public information because of his or her relationship with the company or with an officer, director or principal stockholder of the

company (“ Insiders ”) under the Incentive Plan or any other proposed or

established share compensation arrangement within any one-year period will not exceed 10% of the total issued and outstanding Common Shares

subject to the Incentive Plan from time to time and (ii) issuable to a non-employee director under the Incentive Plan during any fiscal

year of we may not have a “fair value” as of the date of grant, as determined in accordance with ASC Topic 718 (or any other

applicable accounting guidance), that exceeds $300,000 in the aggregate.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity