Borealis Foods Inc. Faces Delisting Concerns

Ticker: BRLSW · Form: 8-K · Filed: Sep 4, 2025 · CIK: 1852973

Sentiment: bearish

Topics: delisting, listing-rule, corporate-action

TL;DR

Borealis Foods Inc. might get delisted, check their listing status ASAP.

AI Summary

Borealis Foods Inc. filed an 8-K on August 29, 2025, reporting a notice of delisting or failure to satisfy a continued listing rule. The company, formerly known as Oxus Acquisition Corp., is incorporated in Ontario and has its principal executive offices in Oakville, ON.

Why It Matters

This filing indicates potential issues with Borealis Foods Inc.'s continued listing on an exchange, which could impact its stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's trading status and investor confidence.

Key Players & Entities

FAQ

What specific rule or standard has Borealis Foods Inc. failed to satisfy that led to this notice?

The filing does not specify the exact rule or standard that Borealis Foods Inc. has failed to satisfy, only that a notice of delisting or failure to satisfy a continued listing rule or standard has been issued.

What is the exact date of the earliest event reported in this 8-K filing?

The date of the earliest event reported is August 29, 2025.

What was Borealis Foods Inc. previously named?

Borealis Foods Inc. was formerly named Oxus Acquisition Corp.

In which jurisdiction is Borealis Foods Inc. incorporated?

Borealis Foods Inc. is incorporated in Ontario.

What is the principal executive office address for Borealis Foods Inc.?

The principal executive offices are located at 1540 Cornwall Rd., Suite 104, Oakville, ON L6J 7W5.

Filing Stats: 598 words · 2 min read · ~2 pages · Grade level 12.9 · Accepted 2025-09-04 16:30:43

Filing Documents

01 Notice of Delisting or Failure to Satisfy a Continued Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 29, 2025, Borealis Foods Inc. (the "Company") received a notice (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") stating that the Company is not in compliance with the audit committee composition requirement set forth in Nasdaq Listing Rule 5605(c)(2)(A) (the "Nasdaq Composition Requirements") due to the resignation of Kanat Mynzhanov from the Company's board of directors (the "Board"). As described in the Company's Current Report on Form 8-K, which was filed with the SEC on January 6, 2025. Specifically, when the Notice was issued, the Audit Committee of the Board (the "Audit Committee") consisted of only two independent directors, rather than the minimum three independent directors as required by Nasdaq Listing Rule 5605(c)(2)(A). The Company intends to regain compliance with the Nasdaq Composition Requirements by appointing a new director to the Audit Committee who meets the independence requirements under Nasdaq rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Consistent with Nasdaq Listing Rule 5605(c)(4), Nasdaq has provided the Company a cure period in order to regain compliance with the Nasdaq Composition Requirements. The Company has been provided until the earlier of Borealis' next annual shareholders' meeting or February 1, 2026. The Notice has no immediate effect on the listing of the Company's Common Shares on Nasdaq.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d): The following exhibits are being filed herewith: Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 hereunto duly authorized on this 4 th day of September, 2025. BOREALIS FOODS INC. By /s/ Pouneh V. Rahimi Date: September 4, 2025 Pouneh V. Rahimi Chief Legal Officer

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