Borealis Foods Inc. appointed Reza Soltanzadeh as new CEO

Item 5.02 Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


The information set forth in the sections titled "Director and Executive Officers" and "Certain Relationships and Related Transactions" in Item 2.01 of this Current Report on Form 8-K and in the section titled "Executive and Director Compensation" beginning on page 212 of the Proxy Statement/Prospectus is incorporated herein by reference.


The New Borealis Board consists of seven (7) members. On February 7, 2024, each of Reza Soltanzadeh, Barthelemy Helg, Kanat Mynzhanov, Shiv Vikram Khemka, Shukhrat Ibragimov, Steven Oyer, and Ertharin Cousin became directors of New Borealis pursuant to the terms of the Plan of Arrangement. Such individuals will serve as directors of New Borealis until the first annual meeting of New Borealis Shareholders following the Transaction or their earlier resignation. Biographical information for these individuals is set forth in Item 2.01 of this Current Report on Form 8-K.


14


The Committees of the Board of Directors


The New Borealis Board appointed Shiv Vikram Khemka, Kanat Mynzhanov, and Steven Oyer to serve on the Audit Committee, with Mr. Oyer serving as its Chairman. The New Borealis Board appointed Kanat Mynzhanov, Shiv Vikram Khemka, and Steven Oyer to serve on the Nominating and Corporate Governance Committee, with Mr. Oyer serving as its Chairman. The New Borealis Board appointed Kanat Mynzhanov, Shiv Vikram Khemka, and Steven Oyer to serve on the Compensation Committee, with Mr. Khemka serving as the Chairman. Information with respect to Borealis' Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee is set forth in the Proxy Statement/Prospectus in the section entitled "Management of New Borealis After the Business Combination - Corporate Governance" beginning on page 209 of the Proxy Statement/Prospectus, which is incorporated herein by reference.


In connection with the consummation of the Transaction, effective upon completion of the Closing, on February 7, 2024: Reza Soltanzadeh was appointed to serve as the Chief Executive Officer; Stephen Wegrzyn was appointed to serve as the Chief Financial Officer, Pouneh Rahimi was appointed to serve as Chief Legal Officer: Matt Talle was appointed to serve as Chief Strategy Officer; and Henry Wong was appointed to serve as Chief Marketing Officer. The biographical information set forth in Item 2.01 of this Current Report on Form 8-K, is incorporated in this section by reference.


New Borealis' executive compensation program is designed to align with compensation rules applicable to "smaller reporting companies," as defined in the Exchange Act.


In connection with the Closing, on February 7, 2024, each executive officer and director of New Oxus immediately prior to the Closing resigned from his or her respective positions with the post-combination company, other than any individual that became a director of New Borealis pursuant to the terms of the Plan of Arrangement.


Equity Incentive Plan.


At a special meeting of the Oxus shareholders held on February 2, 2024, the Oxus shareholders considered and approved the Equity Incentive Plan (the "Incentive Plan"). The Incentive Plan was previously approved, subject to shareholder approval, by Oxus' board of directors on February 2, 2024, and subsequently approved and ratified by the New Borealis Board upon the Closing of the Transaction. The Incentive Plan became effective immediately upon the consummation of the Transaction. The Incentive Plan initially makes available a maximum number of 1,125,869 Borealis Common Shares. The aggregate number of Borealis 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 Borealis 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 Borealis 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.


A summary of the terms of the Equity Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled "Oxus Shareholder Proposal No. 5 - The Incentive Plan Proposal" beginning on page 163 of the Proxy Statement/Prospectus and is incorporated herein by reference. Such summary and the foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Equity Incentive Plan, which is incorporated herein by reference as Exhibit 10.4 of the Proxy Statement/Prospectus.


Share Issuance Proposal.


At the Special Meeting, the Oxus shareholders considered and approved the Share Issuance Proposal (the "Issuance Proposal"). The Issuance Proposal was previously approved, subject to shareholder approval, by Oxus' board of directors on February 2, 2024. The Issuance Proposal became effective upon the consummation of the Transaction. Existing holders of Oxus' Class A Shares and Class B Shares received an aggregate of 6,561,968 Borealis Common Shares. New Oxus issued 13,300,000 New Oxus Common Shares to Borealis shareholders, which survived and continued as New Borealis Common Shares.


15


A summary of the terms of the Share Issuance Proposal is set forth in the Proxy Statement/Prospectus in the section titled "Oxus Shareholder Proposal No. 4 - The Share Issuance Proposal" beginning on page 162 of the Proxy Statement/Prospectus and is incorporated herein by reference. Such summary and the foregoing description do not purport to be complete and are qualified in their entirety by reference to the text of the Share Issuance Proposal, which is incorporated herein by reference.