Diachenko discloses 2.19M Borealis Foods (BRLS) warrant-linked shares on Form 3

Rhea-AI Filing Summary

Borealis Foods Inc. insider Sergii Diachenko filed an initial ownership report showing a derivative position in the company. The filing lists directly held warrants to purchase 2,192,786 shares of Common Stock at an exercise price of $11.50 per share.

These warrants are shown with an expiration date of February 9, 2029, and the underlying security is the company’s common stock. The entry is classified as a holding, with no reported buy or sell transaction in this filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Diachenko Sergii

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Warrants to purchase	--	--	--

Holdings After Transaction: Warrants to purchase — 2,192,786 shares (Direct)

Footnotes (1)

Key Figures

Underlying warrant shares: 2,192,786 shares Warrant exercise price: $11.50 per share Warrant expiration date: February 9, 2029

3 metrics

Underlying warrant shares 2,192,786 shares Underlying common stock for warrants reported on Form 3

Warrant exercise price $11.50 per share Exercise price for Borealis Foods warrants

Warrant expiration date February 9, 2029 Expiration date of the reported warrants

Key Terms

Form 3, Warrants to purchase, underlying security, ten percent owner

4 terms

Form 3 regulatory

"Insider filing data (Form 3) for Borealis Foods Inc."

Form 3 is the initial public filing that officers, directors and large shareholders must submit to report their ownership of a company’s securities when they become insiders. It acts like an opening inventory sheet that gives investors a starting point to see who holds significant stakes and to spot later trades or potential conflicts of interest, helping assess insider confidence and transparency.

Warrants to purchase financial

"security_title": "Warrants to purchase""

underlying security financial

"underlying_security_title": "Common Stock""

ten percent owner regulatory

""is_ten_percent_owner": 1"

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Diachenko Sergii

(Last) (First) (Middle)

2225 BENSON AVE 5 F 5 FLR

(Street)

BROOKLYN NEW YORK 11214

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2024

3. Issuer Name and Ticker or Trading Symbol
Borealis Foods Inc. [ BRLSW ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase	03/04/2024	02/09/2029	Common Stock	2,192,786	$11.5	D

Explanation of Responses:

Remarks:

The Reporting Person is a significant holder of the Issuer's warrants. This filing is being made to reflect the Reporting Person's status as a beneficial owner of more than 10% of the outstanding class of warrants. The Reporting Person intends to closely monitor the Issuer's restructuring process and evaluate all options regarding his investment.

	/s/ Sergii Diachenko	04/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Borealis Foods (BRLS) Form 3 report for Sergii Diachenko?

The Form 3 reports that Sergii Diachenko holds warrants linked to Borealis Foods common stock. These derivative securities give him rights to acquire shares, providing a baseline disclosure of his existing position as a more-than-ten-percent beneficial owner.

How many Borealis Foods (BRLS) shares are covered by Diachenko’s warrants?

Diachenko’s warrants are linked to 2,192,786 underlying shares of Borealis Foods common stock. This figure reflects the total number of common shares that could be acquired through the warrants disclosed in this initial ownership filing.

What is the exercise price of Sergii Diachenko’s Borealis Foods warrants?

The warrants disclosed carry an exercise price of $11.50 per share. This means Diachenko would need to pay $11.50 for each share of Borealis Foods common stock if he chooses to exercise the warrants before they expire.

When do Sergii Diachenko’s Borealis Foods warrants expire?

The warrants reported in the Form 3 have an expiration date of February 9, 2029. After this date, the right to purchase Borealis Foods common stock at the stated exercise price would lapse if the warrants are not exercised.

Does this Borealis Foods (BRLS) Form 3 show any recent insider buying or selling?

No recent buying or selling is shown; the entry is classified as a holding. The Form 3 simply establishes Diachenko’s existing warrant position, without reporting any new purchase, sale, or exercise transaction in this particular filing.