[8-K] Borealis Foods Inc. Reports Material Event

Rhea-AI Filing Summary

Borealis Foods Inc. reported that its lender, Frontwell Capital Partners, sent a notice asserting multiple Events of Default under a Credit Agreement that includes $15,000,000 in term loans and up to $10,000,000 in revolving loans. The lender has imposed cash dominion over certain deposit accounts and is no longer obligated to fund additional revolving loans, reserving rights to accelerate the debt and terminate commitments, though it has not done so as of this report. After the notice, the Borrowers made significant payments on the Revolving Loans, reducing the outstanding balance from $10,232,974 to $3,553,080 as of November 19, 2025, bringing them back within their Borrowing Base requirements. The company has provided requested financial information and is working with advisors and the lender to address the situation.

Positive

• None.

Negative

• Lender default notice and cash dominion: Frontwell Capital Partners asserted multiple Events of Default, imposed cash dominion over certain deposit accounts, and is no longer obligated to fund new revolving loans.
• Potential financing and liquidity pressure: Revolving availability is now at the lender’s discretion, creating uncertainty around ongoing access to working capital despite no current acceleration of the debt.

Insights

Credit and liquidity analyst

Lender default notice and cash controls raise liquidity risk despite recent paydown.

Borealis Foods discloses that Frontwell Capital Partners has delivered a notice asserting multiple Events of Default under a Credit Agreement covering term loans of $15,000,000 and a revolving facility of up to $10,000,000. The alleged covenant breaches include maintaining required Excess Availability, curing over-advances, and providing financial information and records.

Following the notice, the lender imposed cash dominion over certain Borrower deposit accounts and is no longer obligated to honor new revolving borrowing requests, keeping future advances in its sole discretion. This combination can constrain short‑term liquidity and working capital flexibility, even though the lender has not yet accelerated the loans or terminated commitments.

The company responded by making significant payments on the Revolving Loans, cutting the balance from $10,232,974 to $3,553,080 as of November 19, 2025, and states that this brings it back within Borrowing Base requirements. Management has also delivered requested financial materials and is engaging legal and financial advisors, so future developments will depend on ongoing discussions with the lender and any further notices or amendments disclosed in later filings.

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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

November 13, 2025

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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Borealis Foods Inc. (the “Company”) is a party to that certain Credit Agreement, dated as of August 10, 2023 (as the same has been amended, supplemented or otherwise modified, from time to time, prior to the date hereof, the “Credit Agreement”) by and among the Company, certain subsidiaries of the Company (together with the Company, the “Loan Parties”) and Frontwell Capital Partners Inc. (the “Lender”), pursuant to which, the Lender has (a) made certain term loans (the “Term Loans”) to certain of such subsidiaries of the Company (collectively, the “Borrowers”) in the aggregate principal amount of USD $15,000,000 and (b) agreed to make, from time to time, certain revolving loans (the “Revolving Loans”) to the Borrowers in the aggregate principal amount of up to USD $10,000,000, subject to the terms and conditions contained therein. All capitalized terms not defined herein but defined in the Credit Agreement shall have the meanings given to such terms in the Credit Agreement.

On November 13, 2025, the Loan Parties received from the Lender a notice in which among other things, the Lender asserted that multiple Events of Default have occurred and are continuing under the Credit Agreement, including, among other things, the alleged failures by the Borrowers (a) to maintain required Excess Availability, (b) to timely cure and eliminate over advances under the Revolving Loans, (c) to deliver to the Lender certain required financial reporting, and (d) to comply with the Lender’s requests for additional records and information (which the notice states is itself an independent Event of Default).

This notice further states that, as a result of these asserted Events of Default, the Lender has imposed cash dominion over certain deposit accounts of the Borrowers and that the Lender has no obligation to honor further requests to make Revolving Loans, with any future advances to be made in the Lender’s sole discretion. The notice reserves the Lender’s rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, including rights to accelerate obligations, terminate commitments, and exercise other remedies under the Loan Documents.

As of the date of this filing, the Lender has not accelerated the obligations of the Loan Parties under the Credit Agreement and other Loan Documents. The Loan Parties are reviewing the notice and the matters described therein, including the rights, obligations and potential defenses of the Loan Parties under the Credit Agreement and the other Loan Documents. The Loan Parties are also evaluating the implications of these asserted Events of Default, cash dominion, and limitations on further borrowing for its liquidity, financial condition, and operations, and is in discussions with its legal and financial advisors. The Company will provide additional disclosure if and when it determines that further disclosure is required or appropriate under applicable securities laws.

Item 8.01 Other Events

A copy of the notice from the Lender, dated November 12, 2025, to the Loan Parties is attached as Exhibit 99.1 hereto and is incorporated by reference into this Current Report on Form 8-K. Subsequent to October 21, 2025, the Borrowers have made significant payments on the Revolving Loans. As of November 19, 2025, the outstanding balance of the Revolving Loans was reduced from $10,232,974 to $3,553,080, bringing the Borrowers within the requirements of its Borrowing Base under the Credit Agreement. The Borrowers have provided the requested financial reporting and other materials to the Lender and continue to work collaboratively to maintain a constructive working relationship. The notice is being furnished to provide investors with information regarding the notice received by the Company and the matters described above. The information furnished under Item 2.04 and Item 8.01 of this Form 8-K, including Exhibit 99.1, is being provided solely to update investors about the events described and is not an admission of liability or wrongdoing by the Company.

Item 9.01 Financial Statements and Exhibits

(d): The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Notice from Frontwell Capital Partners Inc. to Borealis Foods Inc. and certain subsidiaries, dated November 12, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 19 day of November, 2025.

	BOREALIS FOODS INC.
	By	/s/ Pouneh Rahimi
Date: November 19, 2025		Pouneh V. Rahimi
		Chief Legal Officer

FAQ

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

Borealis Foods Inc. reported that its lender, Frontwell Capital Partners Inc., sent a notice asserting multiple Events of Default under the company’s Credit Agreement. The filing explains the lender’s actions, the company’s response, and that the loans have not been accelerated as of the report date.

How large is the Borealis Foods Credit Agreement with Frontwell?

The Credit Agreement provides term loans in the aggregate principal amount of $15,000,000 and a revolving credit facility with an aggregate principal amount of up to $10,000,000, subject to its terms and conditions.

What actions did the lender take after asserting Events of Default against Borealis Foods?

The notice states that the lender imposed cash dominion over certain Borrower deposit accounts and has no obligation to honor further requests for Revolving Loans, with any future advances to be made in its sole discretion. It also reserves rights to accelerate obligations and terminate commitments under the loan documents.

Has Frontwell accelerated Borealis Foods’ obligations under the Credit Agreement?

As of the date of the report, Borealis Foods states that the lender has not accelerated the obligations under the Credit Agreement and other loan documents, though it has reserved the right to do so.

How has Borealis Foods responded to the lender’s default notice?

The Borrowers have made significant payments on the Revolving Loans, reducing the outstanding balance from $10,232,974 to $3,553,080 as of November 19, 2025, bringing them within Borrowing Base requirements. They have also provided requested financial reporting and other materials and are working with legal and financial advisors.

What does this situation mean for Borealis Foods’ liquidity and operations?

The company states that it is evaluating the implications of the asserted Events of Default, cash dominion, and limitations on further borrowing for its liquidity, financial condition, and operations, and will provide additional disclosure if it determines that further information is required or appropriate.