Borealis Foods Inc. Files 8-K for Agreements and Officer Changes

Ticker: BRLSW · Form: 8-K · Filed: Jan 6, 2025 · CIK: 1852973

Sentiment: neutral

Topics: material-agreement, officer-changes, corporate-actions

Related Tickers: BRLS

TL;DR

Borealis Foods (BRLS) filed an 8-K detailing new agreements and leadership changes effective Dec 30, 2024.

AI Summary

Borealis Foods Inc. filed an 8-K on January 6, 2025, reporting on a material definitive agreement and changes in its board and officer composition, effective December 30, 2024. The filing also includes financial statements and exhibits. Borealis Foods Inc. was formerly known as Oxus Acquisition Corp. until March 23, 2021.

Why It Matters

This filing provides updates on significant corporate actions and financial reporting for Borealis Foods Inc., which could impact investor understanding of the company's current status and future direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in corporate officers, which can introduce uncertainty or signal strategic shifts.

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by Borealis Foods Inc.?

The filing indicates an 'Entry into a Material Definitive Agreement' as an item of disclosure, but the specific details of the agreement are not provided in this excerpt.

What changes occurred regarding directors or officers of Borealis Foods Inc.?

The filing lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' as an item of disclosure, indicating changes in leadership.

When was Borealis Foods Inc. formerly known as Oxus Acquisition Corp.?

Borealis Foods Inc. was formerly known as Oxus Acquisition Corp. until March 23, 2021.

What is the fiscal year end for Borealis Foods Inc.?

The fiscal year end for Borealis Foods Inc. is December 31.

What is the business address of Borealis Foods Inc.?

The business address of Borealis Foods Inc. is 1540 Cornwall Rd. #104, Oakville, A6, L6J 7W5.

Filing Stats: 678 words · 3 min read · ~2 pages · Grade level 11.3 · Accepted 2025-01-06 16:05:08

Filing Documents

01 Enty into a Material Definitive Agreement

Item 1.01 Enty into a Material Definitive Agreement. On December 30, 2024, Borealis Foods Inc. (the "Company") and Oxus Capital PTE LTD. entered into a First Amendment, dated as of December 30, 2024 ("First Amendment"), to that certain Promissory Note fully executed on February 7, 2024 (the "Oxus Promissory Note"). The First Amendment amends the Oxus Promissory Note to extend the date of maturity from February 7, 2025, to February 7, 2026. On December 30, 2024, the Company and Roya Foods, Inc. entered into a Second Amendment, dated as of December 30, 2024 (the "Second Amendment" and, together with the First Amendment, the "Amendments"), to that certain Promissory Note fully executed on April 17, 2023 (the "Roya Promissory Note"). The Second Amendment amends the Roya Promissory Note to extend the date of maturity from December 31, 2024, to December 31, 2025. A copy of the First Amendment is attached as Exhibit 10.1 and the Second Amendment is attached as Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Amendments.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Director Departure On January 3, 2025, Kanat Mynzhanov provided notice of his decision to resign from the Board of Directors (the "Board") of Borealis Foods Inc. to focus on his ongoing responsibilities as CEO of Tavia Acquisition Corp. Mr. Mynzhanov's resignation is effective as of February 1, 2025, and did not result from any disagreement with the Company concerning any matter relating to the Company's operations, polices, or practices.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d): The following exhibits are being filed herewith: Exhibit No. Description 10.1 First Amendment to Promissory Note, dated December 30, 2024, by and between Borealis Foods Inc. and Oxus Capital PTE LTD. 10.2 Second Amendment to Promissory Note dated December 30, 2024, by and between Borealis Foods Inc. and Roya Foods, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned. BOREALIS FOODS INC. Date: January 6, 2025 By /s/ Reza Soltanzadeh Reza Soltanzadeh Chief Executive Officer 2

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