500K Borealis (BRLS) shares transferred to creditor after $1.98M debt default

Rhea-AI Filing Summary

Borealis Foods Inc. director and Chief Executive Officer Reza Soltanzadeh, through entity Zagros Alpine Capital ULC, reported an internal restructuring involving 500,000 Class A Common Shares. These shares had been pledged under a Pledge and Escrow Agreement to secure company indebtedness and were transferred to EarlyBirdCapital, Inc. after the company defaulted on a $1,980,000 promissory note. Following this transfer, Zagros Alpine Capital ULC is shown as indirectly holding 3,032,505 Class A Common Shares, while a separate entity, Z Ventures Inc., is shown as indirectly holding 127,947 Class A Common Shares. Mr. Soltanzadeh and his spouse may be deemed to share beneficial ownership and joint voting and dispositive power over shares held by both entities.

Positive

• None.

Negative

• Company default on indebtedness: 500,000 Class A Common Shares pledged by an insider-affiliated entity were transferred to EarlyBirdCapital, Inc. after Borealis Foods defaulted on a $1,980,000 promissory note, indicating financial strain tied to this specific obligation.

Insights

Equity & Governance Analyst

Shares pledged for debt were transferred to a creditor after a company default.

The filing shows that 500,000 Borealis Foods Class A Common Shares, held via Zagros Alpine Capital ULC, had been pledged to secure company indebtedness under a $1,980,000 promissory note. After the company defaulted, these pledged shares were transferred to EarlyBirdCapital, Inc. in partial satisfaction of that debt.

This is categorized as an "other" transaction (code J), meaning it is not a typical open-market buy or sell but rather collateral enforcement. Economically, it reduces the share position of the insider-affiliated entity while addressing part of the company’s obligation.

The filing also indicates that Zagros Alpine Capital ULC held 3,032,505 Class A Common Shares after the transfer, and Z Ventures Inc. held 127,947 Class A Common Shares. Mr. Soltanzadeh and his spouse may be deemed to share beneficial ownership and joint voting and dispositive power over both entities’ holdings, concentrating significant influence despite the collateral-related share loss.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Soltanzadeh Reza, Zagros Alpine Capital ULC

Role Chief Executive Officer | null

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

Holdings After Transaction: Class A Common Shares — 3,032,505 shares (Indirect, By Zagros Alpine Capital ULC)

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. Zagros directly owns the reported shares. Mr. Soltanzadeh is the President of Zagros. Leila Rasoulian is the spouse of Mr. Soltanzadeh. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to share beneficial ownership of all the shares held by Zagros. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to have joint voting and dispositive power over the shares held by Zagros. Z Ventures Inc. ("Z Ventures") directly owns the reported shares. Mr. Soltanzadeh is the President of Z Ventures. Leila Rasoulian is the spouse of Mr. Soltanzadeh. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to share beneficial ownership of all the shares held by Z Ventures. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to have joint voting and dispositive power over the shares held by Z Ventures.

Key Figures

Pledged shares transferred: 500,000 Class A Common Shares Promissory note principal: $1,980,000 Zagros holdings after transfer: 3,032,505 Class A Common Shares +2 more

5 metrics

Pledged shares transferred 500,000 Class A Common Shares Transferred to EarlyBirdCapital after default on debt

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

Zagros holdings after transfer 3,032,505 Class A Common Shares Indirect holdings reported post-transaction

Z Ventures holdings 127,947 Class A Common Shares Indirect holdings reported as of transaction date

Restructuring shares count 500,000 shares Classified as restructuring (code J) in transaction summary

Key Terms

Pledge and Escrow Agreement, promissory note, beneficial ownership, voting and dispositive power, +1 more

5 terms

Pledge and Escrow Agreement financial

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

promissory note financial

"payment of 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.

beneficial ownership financial

"may be deemed to share beneficial ownership of all the shares held by Zagros"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

voting and dispositive power financial

"may be deemed to have joint voting and dispositive power over the shares held by Zagros"

Other acquisition or disposition financial

"transaction code description: Other acquisition or disposition"

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^*

Soltanzadeh Reza

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

2a. Foreign Trading Symbol

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

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

	Form filed by One Reporting Person
X	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)	3,032,505	I	By Zagros Alpine Capital ULC(3)
Class A Common Shares								127,947	I	By Z Ventures Inc.(4)

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

1. Name and Address of Reporting Person^*

Soltanzadeh Reza

(Last) (First) (Middle)

C/O BOREALIS FOODS INC.

1540 CORNWALL RD., SUITE 104

(Street)

OAKVILLE L6J7W5

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Zagros Alpine Capital ULC

(Last) (First) (Middle)

C/O BOREALIS FOODS INC.

1540 CORNWALL RD., SUITE 104 OAKVILLE,

(Street)

OAKVILLE L6J7W5

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

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

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.

3. Zagros directly owns the reported shares. Mr. Soltanzadeh is the President of Zagros. Leila Rasoulian is the spouse of Mr. Soltanzadeh. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to share beneficial ownership of all the shares held by Zagros. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to have joint voting and dispositive power over the shares held by Zagros.

4. Z Ventures Inc. ("Z Ventures") directly owns the reported shares. Mr. Soltanzadeh is the President of Z Ventures. Leila Rasoulian is the spouse of Mr. Soltanzadeh. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to share beneficial ownership of all the shares held by Z Ventures. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to have joint voting and dispositive power over the shares held by Z Ventures.

	/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 insider-related share transfer did Borealis Foods (BRLS) report in this Form 4?

Borealis Foods reported a 500,000-share transfer of Class A Common Shares from Zagros Alpine Capital ULC to EarlyBirdCapital, Inc. These shares had been pledged as collateral and moved after the company defaulted on a promissory note securing $1,980,000 of indebtedness.

Why were 500,000 Borealis Foods (BRLS) shares transferred to EarlyBirdCapital?

The 500,000 shares were pledged as collateral under a Pledge and Escrow Agreement to secure Borealis Foods’ indebtedness to EarlyBirdCapital, Inc. After the company defaulted on a $1,980,000 promissory note, the pledged shares were transferred in partial satisfaction of that debt.

How many Borealis Foods (BRLS) shares does Zagros Alpine Capital ULC hold after the transaction?

Zagros Alpine Capital ULC is shown holding 3,032,505 shares of Borealis Foods Class A Common Shares following the collateral transfer. These shares are indirectly associated with CEO Reza Soltanzadeh, who is President of Zagros and may share beneficial ownership and voting power with his spouse.

What Borealis Foods (BRLS) debt was secured by the pledged shares?

The pledged shares secured a $1,980,000 promissory note owed by Borealis Foods to EarlyBirdCapital, Inc. The note, dated February 7, 2024 and amended several times in 2025, was partially satisfied when 500,000 pledged Class A Common Shares were transferred after default.

How is Borealis Foods (BRLS) CEO Reza Soltanzadeh connected to the reported shares?

Reza Soltanzadeh is President of both Zagros and Z Ventures, the entities that directly hold the reported shares. He and his spouse may be deemed to share beneficial ownership and to have joint voting and dispositive power over these Borealis Foods Class A Common Shares.

What other Borealis Foods (BRLS) holdings are reported through Z Ventures Inc.?

Z Ventures Inc. is reported holding 127,947 Class A Common Shares of Borealis Foods after the transaction. As with Zagros, Mr. Soltanzadeh is President of Z Ventures and, with his spouse, may be deemed to share beneficial ownership and joint voting and dispositive power over these shares.