500K Borealis Foods (BRLS) shares moved to creditor after debt default

Rhea-AI Filing Summary

Borealis Foods Inc. director Helg Barthelemy reported an internal share transfer tied to company debt. He had previously pledged 500,000 Class A Common Shares under a Pledge and Escrow Agreement to secure Borealis Foods’ indebtedness to EarlyBirdCapital, Inc. in the principal amount of $1,980,000 under a promissory note. After the company defaulted on this note, those 500,000 shares were transferred to EarlyBirdCapital on January 12, 2026 in partial satisfaction of the debt, a non-market restructuring transaction. Following the transfer, Barthelemy directly holds 2,718,056 Class A Common Shares.

Insights

Equity analyst

Director’s 500,000-share transfer reflects collateral enforcement on company debt, not an open-market trade.

The filing shows Helg Barthelemy, a director of Borealis Foods Inc., had pledged 500,000 Class A Common Shares as collateral for company indebtedness of $1,980,000 under a promissory note. This pledge was documented in a Pledge and Escrow Agreement with EarlyBirdCapital, Inc.

After the company defaulted on the promissory note, the pledged shares were transferred to EarlyBirdCapital on January 12, 2026 in partial satisfaction of the debt. This is coded as an "other" restructuring transaction, not a discretionary buy or sell, so it carries weaker signaling value than an open-market trade.

Post-transaction, Barthelemy still directly holds 2,718,056 Class A Common Shares, indicating he retains a substantial equity position. Future company filings may provide more context on how this indebtedness and collateral enforcement fit within Borealis Foods’ broader capital structure and financing arrangements.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Helg Barthelemy

Role null

Type	Security	Shares	Price	Value
Other	Class A Common Shares	500,000	$0.00	--

Holdings After Transaction: Class A Common Shares — 2,718,056 shares (Direct, null)

Footnotes (1)

1. On December 5, 2025, the Reporting Person entered into a Pledge and Escrow Agreement with EarlyBirdCapital, Inc. ("EBC") and Continental Stock Transfer & Trust Company pursuant to which the Reporting Person agreed to pledge 500,000 Class A Common Shares (the "Shares") of Borealis Foods Inc. (the "Company") to secure indebtedness of the company owed to EBC. Upon the Company's default under the promissory note described in footnote 2, the Shares were transferred to EBC on January 12, 2026 in partial satisfaction of such indebtedness. The Reporting Person pledged 500,000 Class A Common Shares of the Company to secure payment of indebtedness of the Company in the principal amount of $1,980,000 under that certain promissory note, dated February 7, 2024, as amended on April 15, 2025, June 30, 2025, and December 5, 2025.

Key Figures

Pledged and transferred shares: 500,000 shares Company indebtedness secured: $1,980,000 principal Shares held after transaction: 2,718,056 shares +2 more

5 metrics

Pledged and transferred shares 500,000 shares Class A Common Shares transferred on January 12, 2026

Company indebtedness secured $1,980,000 principal Promissory note secured by pledged shares

Shares held after transaction 2,718,056 shares Director’s direct Class A Common Share holdings post-transfer

Transaction code Code J Other acquisition or disposition; restructuring classification

Original note date February 7, 2024 Date of promissory note later amended multiple times

Key Terms

Pledge and Escrow Agreement, promissory note, partial satisfaction, principal amount, +1 more

5 terms

Pledge and Escrow Agreement financial

"entered into a Pledge and Escrow Agreement with EarlyBirdCapital, Inc."

promissory note financial

"indebtedness of the Company in the principal amount of $1,980,000 under that certain promissory note"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

partial satisfaction financial

"the Shares were transferred to EBC on January 12, 2026 in partial satisfaction of such indebtedness"

principal amount financial

"indebtedness of the Company in the principal amount of $1,980,000"

The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.

Class A Common Shares financial

"pledge 500,000 Class A Common Shares (the "Shares") of Borealis Foods Inc."

A Class A common share is a specific type of ordinary company share that represents an ownership stake and usually carries particular voting rights or payout priorities compared with other share classes. For investors it matters because those differences affect how much influence you have over company decisions, how dividends or liquidation proceeds might be distributed, and how easily the shares trade — like choosing between car models where one has extra features (more control) and another focuses on price or availability (liquidity).

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Helg Barthelemy

(Last) (First) (Middle)

C/O BOREALIS FOODS INC.

1540 CORNWALL RD., SUITE 104

(Street)

OAKVILLE L6J7W5

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Borealis Foods Inc. [ BRLS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares	01/12/2026		J		500,000(1)	D	(2)	2,718,056	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On December 5, 2025, the Reporting Person entered into a Pledge and Escrow Agreement with EarlyBirdCapital, Inc. ("EBC") and Continental Stock Transfer & Trust Company pursuant to which the Reporting Person agreed to pledge 500,000 Class A Common Shares (the "Shares") of Borealis Foods Inc. (the "Company") to secure indebtedness of the company owed to EBC. Upon the Company's default under the promissory note described in footnote 2, the Shares were transferred to EBC on January 12, 2026 in partial satisfaction of such indebtedness.

2. The Reporting Person pledged 500,000 Class A Common Shares of the Company to secure payment of indebtedness of the Company in the principal amount of $1,980,000 under that certain promissory note, dated February 7, 2024, as amended on April 15, 2025, June 30, 2025, and December 5, 2025.

	/s/ Pouneh Rahimi - Attorney in Fact	05/29/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What did Borealis Foods (BRLS) director Helg Barthelemy report in this Form 4?

He reported an internal transfer of 500,000 Class A Common Shares. These shares had been pledged as collateral for Borealis Foods’ debt and were transferred to EarlyBirdCapital after the company defaulted on a promissory note.

Was the Borealis Foods (BRLS) Form 4 a market sale or purchase of shares?

The Form 4 does not show an open-market sale or purchase. It records an "other" type transaction where pledged shares were transferred to a creditor after Borealis Foods defaulted on a company promissory note.

How many Borealis Foods (BRLS) shares were transferred due to the company’s debt default?

A total of 500,000 Class A Common Shares were transferred. These shares had been pledged under a Pledge and Escrow Agreement and moved to EarlyBirdCapital on January 12, 2026 in partial satisfaction of Borealis Foods’ indebtedness.

What company debt is linked to the 500,000-share transfer at Borealis Foods (BRLS)?

The transfer is tied to company indebtedness of $1,980,000 in principal under a promissory note dated February 7, 2024, later amended several times. The pledged shares secured this obligation to EarlyBirdCapital.

How many Borealis Foods (BRLS) shares does Helg Barthelemy hold after this Form 4 transaction?

After the transaction, Helg Barthelemy directly holds 2,718,056 Class A Common Shares. This reflects his remaining stake following the 500,000 pledged shares being transferred to EarlyBirdCapital in connection with Borealis Foods’ promissory note default.

Why were Borealis Foods (BRLS) shares pledged under a Pledge and Escrow Agreement?

The reporting person pledged 500,000 Class A Common Shares to secure Borealis Foods’ payment obligations on a $1,980,000 promissory note. The agreement allowed transfer of the shares to EarlyBirdCapital if the company defaulted, which subsequently occurred.