Borealis Foods Inc. SEC Filings

Borealis Foods Inc. received notice from Nasdaq on March 2, 2026 that its plan to regain compliance with Nasdaq Listing Rule 5620(a) has been accepted. This rule requires the company to hold an annual meeting of shareholders within twelve months of its fiscal year end.

Nasdaq granted Borealis Foods an extension until May 31, 2026 to regain compliance by holding its annual shareholder meeting, where shareholders must be able to discuss company affairs with management and, if required, elect directors. If the company does not meet these terms, Nasdaq may issue a delisting notice, which Borealis could then appeal to a Nasdaq Hearings Panel.

Borealis Foods Inc. Schedule 13G: Alta Partners LLC reports beneficial ownership of 1,435,364 Class A ordinary shares issuable upon exercise of warrants, representing 6.3%. The filing states Alta Partners has sole voting and sole dispositive power over 1,435,364 shares. The statement is certified by Steven Cohen, Managing Member with the signature dated 02/27/2026.

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.

Borealis Foods Inc. reports that its lender, Frontwell Capital Partners, has declared multiple Events of Default under a $15,000,000 term loan and up to $10,000,000 revolving credit facility. The defaults include failing to maintain required Excess Availability of $4,375,000 and missing delivery of monthly financial statements and compliance certificates for October and November 2025.

The lender has stated it may increase its general reserve by $200,000, then by an additional $100,000 each week if Borealis does not raise $5,000,000 of equity or secure a refinancing commitment within 14 days of notice. The lender is not obligated to fund further revolving loans, though the Credit Agreement remains in effect and the debt has not been accelerated as of this report. Borealis is negotiating with the lender and simultaneously exploring other capital-raising, financing, cost-management, and strategic actions, but there is no assurance of success or continued access to revolving credit.

Borealis Foods Inc. has appointed Amin Ajami as a director, effective immediately, to fill a Board vacancy created by the resignation of Kanat Mynzhanov in February 2025. Ajami will serve until the next annual meeting of shareholders or until a successor is elected or appointed.

The Board determined that Ajami meets the independence requirements of Nasdaq listing rules and U.S. SEC regulations. He has also been appointed to the Audit Committee, Compensation Committee, and Nominating and Governance Committee. The company states there are no related-party arrangements or family relationships requiring disclosure, and any compensatory arrangements will be detailed in a later filing.

Borealis Foods Inc. filed an amended current report to update the description of its former auditor’s opinion on its past financial statements. The company confirms that Berkowitz Pollack Brant Advisors + CPAs, LLP resigned after certain capital markets assets were acquired by Carr, Riggs & Ingram, LLC, and that the audit committee approved Carr, Riggs & Ingram as the new independent registered public accounting firm.

The amendment clarifies that the prior auditor’s reports for the years ended December 31, 2024 and 2023 were unqualified but included a going concern emphasis of matter. The auditor highlighted substantial doubt about the company’s ability to continue as a going concern due to a substantial amount of debt coming due within 12 months and a negative cash flow position, along with other conditions described in the financial statement notes. The company states there were no disagreements or reportable events with the former auditor and has filed the former auditor’s letter to the SEC as an exhibit.

Borealis Foods Inc. reported that on January 12, 2026 it received a Nasdaq notice stating the company is not compliant with the rule requiring an annual shareholder meeting within twelve months of fiscal year end. The company has until February 26, 2026 to submit a compliance plan, and Nasdaq may allow until June 29, 2026 to regain compliance by holding the meeting. The notice does not immediately affect the listing of the company’s common shares on Nasdaq.

The company also disclosed an auditor change following Carr, Riggs & Ingram, LLC acquiring certain capital markets assets of Berkowitz Pollack Brant Advisors + CPAs, LLP. BPB resigned as independent registered public accounting firm effective January 13, 2026, and the audit committee approved CRI as the new auditor on January 15, 2026. BPB’s prior audit reports for 2023 and 2024 contained no adverse opinions, and the company reports no disagreements or reportable events with BPB over that period.

Borealis Foods Inc. reports that its lender, Frontwell Capital Partners, has notified the company of several events of default under its credit agreement. The facility includes term loans of $15,000,000 and up to $10,000,000 of revolving loans to its subsidiaries. Defaults cited include failing to maintain minimum excess availability of $4,375,000 and not delivering October 31, 2025 financial statements and a related compliance certificate on time.

As a result, the lender has elected to charge interest at a contractual default rate, defined as 2% above the otherwise applicable rate, effective November 12, 2025, and states it may, in its sole discretion, refuse additional revolving borrowings. The credit agreement remains in effect, and the lender has not accelerated repayment or terminated the revolving commitment as of this report. Borealis is in discussions with the lender about potential amendments and is also evaluating other capital-raising, liquidity, and cost-management actions.

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.