Borealis Foods (NASDAQ: BRLS) outlines proposed secured credit facility refi

Rhea-AI Filing Summary

Borealis Foods Inc. has entered into a commitment letter with a third-party lender for a proposed senior secured credit facility, including a term loan and revolving line of credit. The company plans to use this financing to refinance its existing facility with Frontwell Capital Partners Inc. and to support liquidity and growth.

The arrangement is not yet final and depends on negotiating definitive loan documents and meeting customary closing conditions. The lender has no obligation to fund until those steps are completed, and there is no assurance the credit facility will close on the contemplated terms or at all.

Insights

Capital structure and credit analyst

Planned refinancing could improve liquidity, but execution is uncertain.

Borealis Foods has secured a commitment letter for a senior secured credit facility that would both refinance its existing Frontwell Capital facility and add a revolving line. This points to an effort to reshape its debt stack and stabilize funding for ongoing operations and growth.

The structure as a term loan plus revolver can align longer-term borrowing with working capital needs, but no facility size, pricing, or covenants are disclosed here. The transaction remains subject to definitive documentation, customary conditions, and lender funding obligations that are not yet binding.

Until the credit agreement is signed and conditions satisfied, the company continues to rely on its existing credit arrangements. Subsequent filings describing final terms, if the deal closes, will better indicate how leverage, liquidity, and financial flexibility are affected.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 15, 2026

Date of Report (date of earliest event reported)

BOREALIS FOODS INC.

(Exact name of registrant as specified in its charter)

Ontario		001-40778		98-1638988
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1540 Cornwall Rd., Suite 104
Oakville, ON L6J 7W5

(Address of principal executive offices and zip code)

(905) 278-2200

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares		BRLS		Nasdaq Capital Market
Warrants		BRLSW		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On February 15, 2026, Borealis Foods Inc. (the “Company”), together with certain of its subsidiaries, entered into a commitment letter with a third-party lender providing for a proposed senior secured credit facility (the “Proposed Credit Facility”).

The Proposed Credit Facility is expected to consist of a senior secured term loan and a senior secured revolving credit facility, subject to the negotiation and execution of definitive credit documentation and the satisfaction of customary closing conditions. The Company intends to use the proceeds of the Proposed Credit Facility, if consummated, to refinance its existing credit facility with Frontwell Capital Partners Inc. and expects that the Proposed Credit Facility would provide additional liquidity and financing flexibility to support its ongoing operations and growth initiatives.

The commitment letter contains customary conditions precedent, representations, warranties, covenants and other provisions typical for a transaction of this nature. The commitment letter does not obligate the lender to fund the Proposed Credit Facility unless and until definitive documentation is executed and all conditions are satisfied or waived. There can be no assurance that the Proposed Credit Facility will be consummated on the terms contemplated or at all.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed refinancing and the Proposed Credit Facility. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including those described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 23^rd day of February 2026.

	BOREALIS FOODS INC.
	By	/s/ Pouneh V. Rahimi
Date: February 23, 2026		Pouneh V. Rahimi
		Chief Legal Officer

2

FAQ

What did Borealis Foods Inc. (BRLS) announce in this 8-K filing?

Borealis Foods disclosed a commitment letter for a proposed senior secured credit facility. The facility would include a term loan and revolving credit line, aimed at refinancing its current Frontwell Capital facility and supporting liquidity and growth, but remains subject to definitive documentation and closing conditions.

What is the purpose of Borealis Foods’ proposed senior secured credit facility?

The proposed facility is intended to refinance Borealis Foods’ existing Frontwell Capital credit facility. In addition, management expects it to provide extra liquidity and financing flexibility to support ongoing operations and growth initiatives, assuming the transaction is completed under negotiated terms and required conditions are satisfied.

Is Borealis Foods’ new credit facility with the third-party lender already finalized?

No, the new credit facility is not yet finalized. The company has only signed a commitment letter, and funding depends on negotiating and executing definitive credit agreements and satisfying customary conditions. The filing explicitly notes there is no assurance the facility will be consummated on contemplated terms.

How will the proposed credit facility affect Borealis Foods’ existing debt with Frontwell Capital?

Borealis Foods plans to use the new facility to refinance its Frontwell Capital credit facility. If completed, the senior secured term loan and revolving credit line would replace that existing arrangement, potentially altering debt structure and liquidity, though specific amounts and pricing are not detailed in this disclosure.

What risks or uncertainties did Borealis Foods highlight about the proposed credit facility?

The company warned there is no assurance the proposed facility will close. Funding is contingent on definitive documentation and satisfaction or waiver of conditions. Borealis also labeled related statements as forward-looking and subject to risks described in its SEC filings, including potential differences from expected outcomes.

What type of financing structure is Borealis Foods considering in this commitment letter?

The company is considering a senior secured term loan plus a senior secured revolving credit facility. Both components would be governed by customary conditions, representations, warranties, and covenants typical for similar transactions, as summarized in the disclosure, and are not binding until full agreements are executed.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.6 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.5 KB
• EX-101 XBRL PRESENTATION FILE 24.5 KB