UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Borealis
Foods Inc.
(Name of Issuer)
Common Share,
no par value
(Title of Class of Securities)
(CUSIP Number)
Pouneh Rahimi
Borealis Foods Inc.
1540 Cornwall Rd. #104
Oakville, ON L6J 7W5, Canada
(905) 278-2200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 7,
2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 09973D105
| 1 |
NAMES OF REPORTING PERSONS
Reza Soltanzadeh |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S. |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
3,660,452(1) |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
3,660,452(1)
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,660,452(1)
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.121%
|
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| 1 | Consists of (i) 3,532,505 Common Shares of Borealis Foods
Inc. (the “Issuer”) held by Zagros Alpine Capital ULC (“Zagros”) and (ii) 127,947 Common Shares
held by Z Ventures Inc. Reza Soltanzadeh is the President of Zagros Alpine Capital ULC and Z Ventures Inc. Mr. Soltanzadeh is the spouse
of Leila Rasoulian. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to share beneficial ownership of all the Common Shares held by Zagros
Alpine Capital ULC and Z Ventures Inc. Mr. Soltanzadeh and Ms. Rasoulian have shared voting and dispositive power over the shares
held by Zagros Alpine Capital ULC and Z Ventures Inc. |
SCHEDULE 13D
CUSIP No. 09973D105
| 1 |
NAMES OF REPORTING PERSONS
Leila Rasoulian |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
3,660,452(1) |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
3,660,452(1)
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,660,452(1)
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.121%
|
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| 1 | Consists of (i) 3,532,505 Common Shares of the Issuer held by Zagros
and (ii) 127,947 Common Shares held by Z Ventures Inc. Ms. Rasoulian is the spouse of Reza Soltanzadeh. Ms. Rasoulian and Mr. Soltanzadeh
and may be deemed to share beneficial ownership of all the Common Shares held by Zagros Alpine Capital ULC and Z Ventures Inc. Ms. Rasoulian
and Mr. Soltanzadeh have shared voting and dispositive power over the shares held by Zagros Alpine Capital ULC and Z Ventures Inc. |
SCHEDULE 13D
CUSIP No. 09973D105
| 1 |
NAMES OF REPORTING PERSONS
Zagros Alpine Capital ULC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
3,532,505(2) |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
3,532,505(2) |
| 10 |
SHARED DISPOSITIVE POWER
0
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,532,505(2)
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.523%
|
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| 2 | Zagros disclaims beneficial ownership of such shares, except to the
extent of its pecuniary interest in such shares, if any and this Schedule 13D shall not be deemed an admission that Zagros is the beneficial
owner of such securities any purpose |
Schedule 13D
Item 1. Security and Issuer.
This Schedule 13D relates to the common shares no par value (the “Common
Shares”), of Borealis Foods Inc., a corporation incorporated under the laws of Ontario, with its principal offices at 1540 Cornwall
Rd. #104, Oakville, ON L6J 7W5, Canada (the “Issuer”).
Item 2. Identity and Background.
(a) – (c) This Statement is being filed by the following
beneficial owners of Common Shares (each, a “Reporting Person”):
| 3. | Zagros Alpine Capital ULC (“Zagros”) |
The principal office address or business of each Reporting Person is
1540 Cornwall Rd. #104, Oakville, ON L6J 7W5, Canada.
The principal occupation of (i) Reza Soltanzadeh is as a director and
Chief Executive Officer of the Issuer, and (ii) Leila Rasoulian is a private investor and in such capacity, shares voting power in Zagros.
Mr. Soltanzadeh is the spouse of Ms. Rasoulian.
The principal business of Zagros is private investment.
(d) – (e) None of the Reporting Persons,
during the last five years, have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with respect to such laws.
(f) Mr. Soltanzadeh is a U.S. citizen and Ms. Rasoulian is a Canadian
citizen.
Item 3. Source and Amount of Funds or Other Consideration
On February 7, 2024 (the “Closing”), Borealis Foods
Inc., a corporation incorporated under the laws of Canada (“Borealis”), Oxus Acquisition Corp., a Cayman Islands exempted
company (“Oxus”), and 1000397116 Ontario Inc., an Ontario corporation and a wholly owned subsidiary of Oxus (“Newco”),
consummated the closing of the transaction contemplated by the Business Combination Agreement, dated as of February 23, 2023, by and among
Borealis, Oxus, and Newco (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Business
Combination Agreement”) pursuant to the approval at an extraordinary general meeting of the shareholders of Oxus held on February
2, 2024.
Pursuant to the Business Combination Agreement, among other things:
(i) Oxus domesticated and continued as a corporation under the laws of Ontario, Canada (“New Oxus”); and (ii) (a) Newco
and Borealis amalgamated (the amalgamated corporation resulting therefrom, “Amalco”), with Amalco surviving the amalgamation
as a wholly-owned subsidiary of New Oxus; and (b) following that amalgamation, New Oxus and Amalco amalgamated (the corporation resulting
therefrom, “New Borealis,” as a corporation under the Business Corporations Act (Ontario)). New Borealis will continue under
the name “Borealis Foods Inc.” (now referred herein as the “Issuer”).
In connection with the Transaction, New Oxus issued
3,532,505 common shares of New Oxus to Zagros and 127,947 common shares of New Oxus to Z Ventures Inc., which, upon completion of the
amalgamation, continued as Common Shares of Issuer. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to share beneficial ownership of all
the Common Shares held by Zagros and Z Ventures Inc.
Item 4. Purpose of Transaction
Item 3 above is hereby incorporated into this Item 4 by reference.
Mr. Soltanzadeh serves as a director and Chief Executive Officer of the Issuer and, in such capacity, may be involved in reviewing and
approving transactions involving the Issuer and may have influence over the corporate activities of the Issuer, including activities which
may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Ms. Rasoulian serves as a private investor,
and in such capacity, is not involved in reviewing and approving transactions involving the Issuer and does not have influence over the
corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item
4 of Schedule 13D
From time to time, each of the Reporting Persons, in their respective
capacities, may also acquire beneficial ownership of additional shares of Issuer Common Shares or other securities of the Issuer as compensation,
by purchase or otherwise, including, but not limited to, (i) pursuant to the exercise of any outstanding share options then owned by such
Reporting Persons or (ii) upon receipt from the Issuer of future compensatory equity incentive awards for which such Reporting Person
qualifies, including, but not limited to, awards of shares of Issuer Common Shares and options to purchase Issuer Common Shares. It is
not anticipated that Ms. Rasoulian, Zagros or Z Ventures Inc. will be employed or engaged by the Issuer or receive any compensation or
equity incentive awards from the Issuer.
In addition, subject to such Reporting Persons’ compliance with
the terms of the Lock-Up Agreement described in Item 6 below, each Reporting Person may at any time and from time to time, and in each
case upon such terms as such Reporting Person may deem advisable: (i) acquire additional Common Shares and/or other securities and/or
instruments (including equity, debt or other securities or instruments) of the Issuer (or its affiliates) in the open market, in privately
negotiated transactions, or otherwise; (ii) dispose of any or all of his, her or its Common Shares and/or other securities and/or instruments
of the Issuer (or its affiliates) in the open market, in privately negotiated transactions, or otherwise, including through a trading
plan created under Rule 10b5-1 under the Securities Exchange Act of 1934; (iii) enter into swap and/or other derivative transactions with
broker-dealers and/or financial institutions counterparties with respect to the securities of the Issuer (or its affiliates), which transactions
may be deemed to either increase or decrease such Reporting Person’s economic exposure to the value of the Common Shares and/or
other securities of the Issuer; (iv) engage in any other hedging or similar transactions with respect to the Common Shares and/or other
securities or instruments of the Issuer; and/or (v) use any or all of his, her or its Common Shares and/or other securities and/or instruments
of the Issuer (or its affiliates) as collateral for loans, including in respect of margin account borrowings.
Each of the Reporting Persons may, at any time and from time to time,
(i) review or reconsider his, her or its position in the Issuer or change his, her or its purpose or formulate plans or proposals with
respect thereto or (ii) propose or consider one or more of the actions described in clauses (a) through (j) of Item 4 to Schedule 13D.
Other than as described above in this Item 4 and in Item 6, none of
the Reporting Persons has any present plans or proposals that relate to, or would result in, any actions or events specified in clauses
(a) through (j) of Item 4 to Schedule 13D.
Item 5. Interest in Securities of the Issuer
| (a) | Mr. Soltanzadeh and Ms. Rasoulian may be deemed to have joint beneficial ownership of 3,660,452 Issuer Common Shares, in which (i)
3,532,505 Common Shares are held by Zagros and (ii) 127,947 Common Shares are held by Z Ventures Inc., in which Mr. Soltanzadeh and Ms.
Rasoulian may be deemed to have shared voting and dispositive power over the shares held by both Zagros and Z Ventures Inc., which represents
approximately 17.121% of the outstanding Issuer Common Shares. |
| (b) | Mr. Soltanzadeh and Ms. Rasoulian may be deemed to have shared voting and dispositive power with respect to 3,660,452 Issuer Common
Shares. |
| (c) | No transactions in the Issuer’s Common Shares were effected during the past 60 days by any of the Reporting Persons except as
set forth in Item 3 above and Item 6 below. |
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Reference is made to the transactions discussed in Item 3 above which
is incorporated herein by reference.
Lock-Up Agreement
In connection with the Business Combination Agreement, Mr. Soltanzadeh,
Zagros, and Z Ventures Inc. entered into a Lock-Up Agreement, dated February 7, 2024, with the Issuer (the “Lock-Up Agreement”),
pursuant to which the securities of Issuer held by Mr. Soltanzadeh, Zagros, and Z Ventures Inc. are locked-up and subject to transfer
restrictions, subject to certain specifications and exceptions. Fifty percent (50%) of the Issuer Common Shares held by Mr. Soltanzadeh,
Zagros, and Z Ventures Inc. are locked-up during the period commencing from Closing and ending on the earlier to occur of (i) 12 months
after the date of the Closing and (ii) the date on which the closing price of Issuer Common Shares equals or exceeds $12.00 per share
(as adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization or similar event) for any 20
trading days within a 30-trading day period starting after the Closing, and the other fifty percent (50%) of such shares are locked-up
during the period commencing from Closing and ending on 12 months after the date of Closing. The foregoing summary of certain terms and
conditions of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text
of the form of Lock-Up Agreement, a copy of which was filed by Oxus as Exhibit 10.6 to the final prospectus and definitive proxy statement
(the “Proxy Statement/Prospectus”) filed with the Securities and Exchange Commission (the “SEC”)
on January 16, 2024 and is incorporated by reference herein as Exhibit 10.1.
Registration Rights Agreement
At the Closing, Mr. Soltanzadeh, Zagros, and Z Ventures Inc. and other
shareholders of the Issuer entered into a registration rights agreement, dated February 7, 2024, with the Issuer (the “Registration
Rights Agreement”), pursuant to which the Issuer will be obligated to file a registration statement to register the resale of
certain securities of the Issuer held by Mr. Soltanzadeh, Zagros, and Z Ventures Inc. and such other shareholders and provide Mr. Soltanzadeh,
Zagros, and Z Ventures Inc. and such other shareholders with “piggy-back” registration rights, subject to certain requirements
and customary conditions. The foregoing summary of certain terms and conditions of the Registration Rights Agreement does not purport
to be complete and it is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, a copy of which
was filed by Oxus as Exhibit 10.5 to the Proxy Statement/Prospectus filed with the SEC on January 16, 2024 and is incorporated by reference
herein as Exhibit 10.2.
Joint Filing Agreement
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, as amended, each Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which
agreement is filed herein as Exhibit 10.3, and is incorporated by reference.
Item 7. Material to Be Filed as Exhibits
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief I certify that the information set forth in this statement is true, complete, and correct.
Dated: February 14, 2024
| |
/s/ Reza Soltanzadeh |
| |
Reza Soltanzadeh |
| |
|
|
| |
/s/ Leila Rasoulian |
| |
Leila Rasoulian |
| |
|
|
| |
Zagros Alpine Capital ULC |
| |
|
|
| |
By: |
/s/ Reza Soltanzadeh |
| |
Name: |
Reza Soltanzadeh |
| |
Title: |
President |
8
Exhibit 10.3
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under
the Securities Exchange Act of 1934, as amended, each of the persons and entities named below agrees to the joint filing of this Schedule
13D with respect to the shares of Common Stock, no par value, of Borealis Foods Inc., a corporation incorporated under the laws of Ontario,
and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing;
provided no such person or entity shall be responsible for the completeness of any other person or entity making the filing unless such
person or entity knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing
Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the persons and entities
named below have executed this Joint Filing Agreement as of the date set forth below.
Dated as of February 14, 2024
| |
/s/ Reza Soltanzadeh |
| |
Reza Soltanzadeh |
| |
|
|
| |
/s/ Leila Rasoulian |
| |
Leila Rasoulian |
| |
|
|
| |
Zagros Alpine Capital ULC |
| |
|
|
| |
By: |
/s/ Reza Soltanzadeh |
| |
Name: |
Reza Soltanzadeh |
| |
Title: |
President |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, Reza Soltanzadeh, hereby constitutes
and appoints POUNEH RAHIMI and STEPHEN WEGRZYN and any of them (each an “Attorney-in-Fact”), with full
power of substitution, as the undersigned’s true and lawful attorney-in-fact, with respect to Borealis Foods Inc., a corporation
incorporated under the Laws of Canada (the “Company”), to:
| 1. | Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form
ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords and other access credentials
enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable
under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any other rule or regulation of the
SEC. |
| 2. | Prepare, execute, and submit to the SEC the Company, and/or any national securities exchange on which
the Company’s securities are listed any and all reports (including any amendments thereto) that the undersigned is required to file
with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 16 of the Exchange Act, or any
rule or regulation thereunder, with respect to any security of the Company, including without limitation SEC Forms 3, 4 and 5. |
| 3. | Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding
transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. |
The undersigned acknowledges that:
| 1. | This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion
on information provided to such Attorney-in-Fact without independent verification of such information; |
| 2. | Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this
Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary
or desirable; |
| 3. | Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility
to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such
requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and |
| 4. | This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's
obligations under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange
Act. |
The undersigned hereby grants to the Attorney-in-Fact
full power and authority to do and perform each and every act and thing requisite, necessary, or advisable to be done in connection with
the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming
all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power
of Attorney.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and
transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.
This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
[Signature Page Follows]
IN WITNESS WHEREOF,
the undersigned has executed this Power of Attorney as of February 13, 2024.
| /s/ Reza Soltanzadeh |
|
| Reza Soltanzadeh |
|
[Signature Page to Power of Attorney –
[Reza Soltanzadeh]
Exhibit 24.2
POWER OF ATTORNEY
The undersigned, Leila Rasoulian,
hereby constitutes and appoints POUNEH RAHIMI and STEPHEN WEGRZYN and any of them (each an “Attorney-in-Fact”),
with full power of substitution, as the undersigned’s true and lawful attorney-in-fact, with respect to Borealis Foods Inc., a corporation
incorporated under the Laws of Canada (the “Company”), to:
| 1. | Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form
ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords and other access credentials
enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable
under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any other rule or regulation of the
SEC. |
| 2. | Prepare, execute, and submit to the SEC the Company, and/or any national securities exchange on which
the Company’s securities are listed any and all reports (including any amendments thereto) that the undersigned is required to file
with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 16 of the Exchange Act, or any
rule or regulation thereunder, with respect to any security of the Company, including without limitation SEC Forms 3, 4 and 5. |
| 3. | Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding
transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. |
The undersigned acknowledges that:
| 1. | This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion
on information provided to such Attorney-in-Fact without independent verification of such information; |
| 2. | Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this
Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary
or desirable; |
| 3. | Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility
to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such
requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and |
| 4. | This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's
obligations under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange
Act. |
The undersigned hereby grants to the Attorney-in-Fact
full power and authority to do and perform each and every act and thing requisite, necessary, or advisable to be done in connection with
the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming
all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power
of Attorney.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and
transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.
This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
[Signature Page Follows]
IN WITNESS WHEREOF,
the undersigned has executed this Power of Attorney as of February 13, 2024.
| /s/ Leila Rasoulian |
|
| Leila Rasoulian |
|
[Signature Page to Power of Attorney –Leila
Rasoulian]
Exhibit 24.3
POWER OF ATTORNEY
The undersigned, Zagros Alpine Capital ULC, hereby
constitutes and appoints POUNEH RAHIMI and STEPHEN WEGRZYN and any of them (each an “Attorney-in-Fact”),
with full power of substitution, as the undersigned’s true and lawful attorney-in-fact, with respect to Borealis Foods Inc., a corporation
incorporated under the Laws of Canada (the “Company”), to:
| 1. | Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form
ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords and other access credentials
enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable
under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any other rule or regulation of the
SEC. |
| 2. | Prepare, execute, and submit to the SEC the Company, and/or any national securities exchange on which
the Company’s securities are listed any and all reports (including any amendments thereto) that the undersigned is required to file
with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 16 of the Exchange Act, or any
rule or regulation thereunder, with respect to any security of the Company, including without limitation SEC Forms 3, 4 and 5. |
| 3. | Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding
transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. |
The undersigned acknowledges that:
| 1. | This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion
on information provided to such Attorney-in-Fact without independent verification of such information; |
| 2. | Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this
Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary
or desirable; |
| 3. | Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility
to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such
requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and |
| 4. | This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's
obligations under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange
Act. |
The undersigned hereby grants to the Attorney-in-Fact
full power and authority to do and perform each and every act and thing requisite, necessary, or advisable to be done in connection with
the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming
all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power
of Attorney.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and
transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.
This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
[Signature Page Follows]
IN WITNESS WHEREOF,
the undersigned has executed this Power of Attorney as of February 13, 2024.
| /s/ Reza Soltanzadeh |
|
| Reza Soltanzadeh, its President |
|
[Signature Page to Power of Attorney –
[Zagros Alpine Capital]
Oxus Acquisition (NASDAQ:OXUSU)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Oxus Acquisition (NASDAQ:OXUSU)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024
