Borealis Foods SEC Filings

Borealis Foods Inc. entered into a $3,000,000 convertible promissory note with its largest shareholder, Oxus Capital, providing short-term financing at a 10% annual interest rate. Oxus already beneficially owned about 39.09% of the company’s common shares.

The note matures on August 29, 2026, or earlier if Oxus accelerates it after an event of default, and may automatically extend until five business days after all required conversion approvals are obtained. Oxus can elect to convert principal into common shares at $1.45 per share, initially representing roughly 2,068,966 shares, subject to approvals under Nasdaq Listing Rules and a 49.9% beneficial ownership blocker.

The note is a senior unsecured obligation, pari passu with other unsecured debt, and includes customary default provisions. Borealis plans to use the proceeds for vendor payables, note-related fees and expenses, and general working capital, but not to repay existing borrowed-money debt.

Borealis Foods Inc. is asking shareholders to vote at a virtual annual meeting on June 29, 2026, at 12:30 p.m. Eastern Time. Shareholders of record at the close of business on May 26, 2026, when 21,463,306 common shares were outstanding, may vote.

Investors are being asked to elect eight directors and to appoint Carr, Riggs & Ingram, LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The board recommends voting in favor of all nominees and the auditor appointment and reports that five of eight directors are independent under Nasdaq rules.

The proxy statement notes that the 2025 Form 10‑K was filed after the prescribed deadline and that prior auditor reports included an emphasis of substantial doubt about the company’s ability to continue as a going concern. It also details the transition of audit services from Berkowitz Pollack Brant Advisors + CPAs, LLP to Carr, Riggs & Ingram, LLC and provides audit fee information for 2024 and 2025.

Borealis Foods Inc. is asking shareholders to vote at a virtual annual meeting on June 29, 2026, at 12:30 p.m. Eastern Time. Shareholders of record at the close of business on May 26, 2026, when 21,463,306 common shares were outstanding, may vote.

Investors are being asked to elect eight directors and to appoint Carr, Riggs & Ingram, LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The board recommends voting in favor of all nominees and the auditor appointment and reports that five of eight directors are independent under Nasdaq rules.

The proxy statement notes that the 2025 Form 10‑K was filed after the prescribed deadline and that prior auditor reports included an emphasis of substantial doubt about the company’s ability to continue as a going concern. It also details the transition of audit services from Berkowitz Pollack Brant Advisors + CPAs, LLP to Carr, Riggs & Ingram, LLC and provides audit fee information for 2024 and 2025.

Borealis Foods Inc. reports in its Annual Report that it has minimal cash, heavy debt and substantial doubt about its ability to continue as a going concern. As of December 31, 2025, it held about $0.06 million in cash and had a working capital deficit of roughly $61.76 million, with an accumulated deficit of about $109.8 million.

The company’s senior secured term loan of up to $17.0 million is held by related party Oxus Capital and carries 12% interest, creating potential conflicts of interest and tight covenants. About $33.3 million of shareholder debt will automatically convert into common shares on or after July 1, 2026 if Borealis does not complete equity financings totaling $70 million at $9.00 per share, which could heavily dilute existing holders.

Borealis highlights macro and geopolitical pressures, including the 2026 Iran war and closure of the Strait of Hormuz, which have driven up energy, packaging and ingredient costs. It also notes noncompliance with certain Nasdaq listing requirements, intense competition in the instant noodle and plant-based categories, and significant execution risks around scaling its plant-based, high-protein ramen platform.

Borealis Foods Inc. reports in its Annual Report that it has minimal cash, heavy debt and substantial doubt about its ability to continue as a going concern. As of December 31, 2025, it held about $0.06 million in cash and had a working capital deficit of roughly $61.76 million, with an accumulated deficit of about $109.8 million.

The company’s senior secured term loan of up to $17.0 million is held by related party Oxus Capital and carries 12% interest, creating potential conflicts of interest and tight covenants. About $33.3 million of shareholder debt will automatically convert into common shares on or after July 1, 2026 if Borealis does not complete equity financings totaling $70 million at $9.00 per share, which could heavily dilute existing holders.

Borealis highlights macro and geopolitical pressures, including the 2026 Iran war and closure of the Strait of Hormuz, which have driven up energy, packaging and ingredient costs. It also notes noncompliance with certain Nasdaq listing requirements, intense competition in the instant noodle and plant-based categories, and significant execution risks around scaling its plant-based, high-protein ramen platform.

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.

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.

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.

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.

Borealis Foods Inc. insider Oxus Capital PTE. LTD. reported an amended Form 4 reflecting an internal share transfer and an additional reporting person. On October 9, 2024, Oxus Capital transferred 50,000 Class A Common Shares of Borealis Foods to Kanat Mynzhanov for no consideration under an incentive agreement.

Following this transaction, Oxus Capital’s reported direct holdings were 5,302,477 Class A Common Shares. The amendment also adds Kenges Rakishev as a reporting person, reflecting his indirect beneficial ownership as a controlling shareholder of Oxus Capital. He disclaims beneficial ownership except to the extent of his pecuniary interest.

Borealis Foods Inc. insider Oxus Capital PTE. LTD. reported an amended Form 4 reflecting an internal share transfer and an additional reporting person. On October 9, 2024, Oxus Capital transferred 50,000 Class A Common Shares of Borealis Foods to Kanat Mynzhanov for no consideration under an incentive agreement.

Following this transaction, Oxus Capital’s reported direct holdings were 5,302,477 Class A Common Shares. The amendment also adds Kenges Rakishev as a reporting person, reflecting his indirect beneficial ownership as a controlling shareholder of Oxus Capital. He disclaims beneficial ownership except to the extent of his pecuniary interest.

Borealis Foods Inc. insider Oxus Capital PTE. LTD. reported several ownership changes tied to the February 7, 2024 business combination among Oxus Acquisition Corp., Borealis Foods and 1000397116 Ontario Inc. Oxus Capital forfeited 750,000 Class B ordinary shares for no consideration under a Sponsor Support Agreement.

At closing, all remaining Class B ordinary shares of Oxus were automatically converted into an equal number of Class A common shares, and Borealis convertible notes held by Oxus Capital converted into 2,189,977 Class A common shares. Oxus Capital also transferred Class A shares to Kanat Mynzhanov and Askar Mametov under prior incentive agreements.

This amendment adds Kenges Rakishev, a controlling shareholder of Oxus, as an additional reporting person to reflect his indirect beneficial ownership. It does not report new transactions, and Mr. Rakishev disclaims beneficial ownership except to the extent of his pecuniary interest.

Borealis Foods Inc. insider Oxus Capital PTE. LTD. reported several ownership changes tied to the February 7, 2024 business combination among Oxus Acquisition Corp., Borealis Foods and 1000397116 Ontario Inc. Oxus Capital forfeited 750,000 Class B ordinary shares for no consideration under a Sponsor Support Agreement.

At closing, all remaining Class B ordinary shares of Oxus were automatically converted into an equal number of Class A common shares, and Borealis convertible notes held by Oxus Capital converted into 2,189,977 Class A common shares. Oxus Capital also transferred Class A shares to Kanat Mynzhanov and Askar Mametov under prior incentive agreements.

This amendment adds Kenges Rakishev, a controlling shareholder of Oxus, as an additional reporting person to reflect his indirect beneficial ownership. It does not report new transactions, and Mr. Rakishev disclaims beneficial ownership except to the extent of his pecuniary interest.

Borealis Foods Inc. reported that major shareholder Oxus Capital PTE. LTD. acquired a conversion right tied to existing debt. Under an April 27, 2026 Conversion Agreement, if the company does not complete one or more equity financings raising at least $70,000,000 at $9.00 per share on or before July 1, 2026, approximately $11.1 million of indebtedness owed to Oxus Capital will automatically convert into Borealis common shares.

The conversion price will equal the volume weighted average closing price of Borealis common shares over the 20 trading days before the deadline, so the exact number of shares is not yet known. The conversion right was granted in connection with pre-existing indebtedness, with no separate consideration paid. The Form 4 is filed jointly by Oxus Capital and its controlling shareholder Kenges Rakishev, who may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Borealis Foods Inc. reported that major shareholder Oxus Capital PTE. LTD. acquired a conversion right tied to existing debt. Under an April 27, 2026 Conversion Agreement, if the company does not complete one or more equity financings raising at least $70,000,000 at $9.00 per share on or before July 1, 2026, approximately $11.1 million of indebtedness owed to Oxus Capital will automatically convert into Borealis common shares.

The conversion price will equal the volume weighted average closing price of Borealis common shares over the 20 trading days before the deadline, so the exact number of shares is not yet known. The conversion right was granted in connection with pre-existing indebtedness, with no separate consideration paid. The Form 4 is filed jointly by Oxus Capital and its controlling shareholder Kenges Rakishev, who may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Oxus Capital PTE. LTD. and Kenges Rakishev amended their Schedule 13D on Borealis Foods Inc. to reflect new financing and potential equity conversion arrangements. They report beneficial ownership of 13,772,119 common shares and private warrants, representing 39.09% of the common share class on a partially diluted basis.

Oxus holds 5,302,477 common shares and 8,469,642 private placement warrants, each exercisable at $11.50 per share. It also agreed to a new credit facility of up to $17 million and documented about $11.1 million of existing indebtedness that may automatically convert into equity if Borealis does not complete at least $70,000,000 of equity financing at $9.00 per share by July 1, 2026.

Oxus Capital PTE. LTD. and Kenges Rakishev amended their Schedule 13D on Borealis Foods Inc. to reflect new financing and potential equity conversion arrangements. They report beneficial ownership of 13,772,119 common shares and private warrants, representing 39.09% of the common share class on a partially diluted basis.

Oxus holds 5,302,477 common shares and 8,469,642 private placement warrants, each exercisable at $11.50 per share. It also agreed to a new credit facility of up to $17 million and documented about $11.1 million of existing indebtedness that may automatically convert into equity if Borealis does not complete at least $70,000,000 of equity financing at $9.00 per share by July 1, 2026.

Borealis Foods Inc. has received a Nasdaq deficiency notice because it has not yet filed its 2025 Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. This means the company is currently out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely SEC filings.

The notice does not immediately affect trading of Borealis’s common shares or warrants on the Nasdaq Capital Market. The company has until June 16, 2026 to submit a plan of compliance, and Nasdaq may allow up to October 12, 2026 to regain compliance if the plan is accepted. Borealis expects to file the delayed Form 10-Q by early June 2026 and believes that, together with the 2025 Form 10-K, this will resolve the issue.

Borealis Foods Inc. has received a Nasdaq deficiency notice because it has not yet filed its 2025 Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. This means the company is currently out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely SEC filings.

The notice does not immediately affect trading of Borealis’s common shares or warrants on the Nasdaq Capital Market. The company has until June 16, 2026 to submit a plan of compliance, and Nasdaq may allow up to October 12, 2026 to regain compliance if the plan is accepted. Borealis expects to file the delayed Form 10-Q by early June 2026 and believes that, together with the 2025 Form 10-K, this will resolve the issue.