{"url_path":"/sec/brls/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-063777-index.html","accession_number":"0001213900-26-063777","cik":"0001852973","ticker":"BRLS","issuer_name":"Borealis Foods Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-063777-index.html","primary_entity_key":"0001852973","primary_entity_name":"Borealis Foods Inc."},"word_count":1459,"has_tables":true,"body_markdown":"Item\n12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.\n\n \n\nThe following table sets forth beneficial ownership\nof our Common Shares as of May 15, 2026 by:\n\n \n\n●each\nperson who is the beneficial owner of more than 5% of the issued and outstanding Common Shares; and\n\n \n\n●each\nof our named executive officers and directors.\n\n \n\nBeneficial ownership is determined according to\nthe rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or\nshared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within\n60 days of May 15, 2026.\n\n \n\nOur beneficial ownership is based on 21,463,306\nCommon Shares issued and outstanding as of May 15, 2026.\n\n \n\nUnless otherwise indicated, we believe that all\npersons named in the table below have sole voting and investment power with respect to all Common Shares beneficially owned by them. To\nour knowledge, no Common Shares beneficially owned by any executive officer or director have been pledged as security.\n\n \n\nThe following table illustrates beneficial ownership\nof Common Shares as of May 28, 2026:\n\n \n\nName and Address of Beneficial Owners \nNumber of\n shares  \n% of Total\n Voting Power \n\n**Directors\nand Named Executive Officers of the Company(1)** \n   \n  \n\nReza Soltanzadeh(2) \n 3,160,452  \n 14.72%\n\nBarthelemy Helg(3) \n 2,718,056  \n 12.66%\n\nStephen Wegrzyn(4) \n 33,046  \n * \n\nPouneh Rahimi(5) \n 192,368  \n * \n\nMatt Talle(6) \n 214,665  \n * \n\nHenry Wong(7) \n 14,334  \n * \n\nAmin Ajami(8) \n 110,169  \n * \n\nShukhrat Ibragimov(9) \n 3,224,880  \n 15.03%\n\nSteven Oyer(10) \n 14,500  \n * \n\nErtharin Cousin(11) \n 12,500  \n * \n\nZaure Algaziyeva \n 0  \n - \n\nPavel Mynzhanov(12) \n 930  \n * \n\nAll directors and executive officers as a group (12 individuals) \n 9,695,900(13) \n 42.41%\n\nFive or more Percent Holders \n    \n   \n\nReza Soltanzadeh(2) \n 3,160,452  \n 14.72%\n\nOxus Capital Pte. Ltd.(14) \n 13,772,119  \n 39.09%\n\nBelphar Ltd.(15) \n 2,848,955  \n 13.27%\n\nBarthelemy Helg(3) \n 2,718,056  \n 12.66%\n\nAlta Partners LLC(16)   \n 1,435,364  \n 6.27%\n\nSergii Diachenko(17)     \n 3,072,471  \n 12.52%\n\n \n\n*Less\nthan 1%.\n\n \n\n(1)Unless\notherwise noted, the business address of each of the following entities or individuals is c/o Borealis Foods Inc. 1540 Cornwall Road,\nSuite 104, Oakville, Ontario L6J 7W5.\n\n \n\n53\n\n \n\n(2)Consists\nof (i) 3,032,505 Common Shares held by Zagros Alpine Capital ULC and (ii) 127,947 Common Shares held by Z Ventures Inc. Reza Soltanzadeh\nis the President of Zagros Alpine Capital ULC and Z Ventures Inc. and has sole voting and dispositive control over the shares held by\nZagros Alpine Capital ULC and Z Ventures Inc. The number of Common Shares held by Zagros Alpine Capital ULC reflects a reduction of 500,000\nshares that were transferred into escrow in November 2025 as collateral for the Company’s obligations under a promissory note issued\nto EarlyBirdCapital, Inc. and subsequently transferred to EarlyBirdCapital upon an alleged default. See Item 13, “Certain Relationships\nand Related Transactions — EarlyBirdCapital Escrow Shares.” The Board of Directors has resolved to make Mr. Soltanzadeh whole\nthrough the issuance of replacement shares.\n\n \n\n(3)Consists\nof 2,718,056 Common Shares. The number of Common Shares reflects a reduction of 500,000 shares that were transferred into escrow in November\n2025 as collateral for the Company’s obligations under a promissory note issued to EarlyBirdCapital, Inc. and subsequently transferred\nto EarlyBirdCapital upon an alleged default. See Item 13, “Certain Relationships and Related Transactions — EarlyBirdCapital\nEscrow Shares.” The Board of Directors has resolved to make Mr. Helg whole through the issuance of replacement shares.\n\n \n\n(4)Consists\nof 33,046 Common Shares.\n\n \n\n(5)Consists\nof 192,368 Common Shares held by Zagros Alpine Capital ULC. Ms. Rahimi does not have voting but has dispositive control over the shares\nheld by Zagros Alpine Capital ULC. These shares are also reported as beneficially owned by Mr. Soltanzadeh in the table above by virtue\nof his sole voting control over Zagros Alpine Capital ULC.\n\n \n\n(6)Consists\nof (i) 80,962 Common Shares and (ii) 133,703 Common Shares held by Zagros Alpine Capital ULC. Mr. Talle does not have voting but has\ndispositive control over the shares held by Zagros Alpine Capital ULC. These shares are also reported as beneficially owned by Mr. Soltanzadeh\nin the table above by virtue of his sole voting control over Zagros Alpine Capital ULC.\n\n \n\n(7)Consists\nof 14,334 Common Shares.\n\n \n\n(8)Consists\nof 110,169 Common Shares.\n\n \n\n(9)Consists of (i) 2,848,955 Common Shares held by Belphar Ltd.\nand (ii) 375,925 Common Shares held by GSS Overseas LTD. Mr. Ibragimov is the sole shareholder of Belphar Ltd. and GSS Overseas LTD.\nand has sole voting and dispositive control over the shares of Belphar Ltd. and GSS Overseas LTD.\n\n \n\n(10)\nConsists of 14,500 Common Shares.  \n\n \n\n(11)\nConsists of 12,500 Common Shares.  \n\n \n\n(12)\nConsists of 930 Common Shares.  \n\n \n\n(13)\nIncludes an aggregate of 9,695,900 Common Shares held directly by, or by entities controlled by, directors and executive officers. The shares reported for Mr. Soltanzadeh and Mr. Helg reflect reductions of 500,000 Common Shares each as a result of shares transferred into escrow and subsequently transferred to EarlyBirdCapital, Inc. as described in Item 13, “Certain Relationships and Related Transactions — EarlyBirdCapital Escrow Shares.” Common Shares held by Zagros Alpine Capital ULC are reported as beneficially owned by Mr. Soltanzadeh (by virtue of his sole voting control), Ms. Rahimi (by virtue of her dispositive control over 192,368 shares), and Mr. Talle (by virtue of his dispositive control over 133,703 shares). For purposes of computing the aggregate number of shares beneficially owned by all directors and executive officers as a group, shares held by Zagros Alpine Capital ULC are counted only once to avoid duplication. Does not include any Common Shares issuable upon exercise of warrants, as no director or executive officer holds warrants as of the date of this table.  \n\n \n\n(14)\nConsists of 5,302,477 Common Shares and 8,469,642 Common Shares underlying private placement warrants which are exercisable to purchase a Common Share at $11.50 per share held by Oxus Capital Pte Ltd. The address of Oxus Capital Pte. Ltd. is 300/26 Dostyk Avenue, Almaty city, Republic of Kazakhstan, P.O. 050020.Kenges Rakishev is the controlling shareholder.  \n\n \n\n(15)Consists of 2,848,955 Common Shares. The address of Belphar\nLtd. is 3rd Floor, Yamraj Building, Market Square P.O. Box 3175 Road Town, Tortola British Virgin Islands**.**Mr. Ibragimov is the\ncontrolling shareholder.\n\n \n\n54\n\n \n\n(16)\nConsists of 1,435,364 Common Shares issuable upon exercise of warrants that are\ncurrently exercisable at an exercise price of $11.50 per share. The percentage is calculated based on 21,463,306 Common Shares\noutstanding plus 1,435,364 Common Shares issuable upon exercise of warrants beneficially owned by this holder (22,898,670 total).\nThe address of Alta Partners LLC is 1205 Franklin Avenue Garden City, NY 11530. Steven Cohen is the Managing Member of Alta Partners\nLLC and has sole voting and dispositive power over such shares. Based on information reported in a Schedule 13G filed with the SEC\non February 27, 2026.  \n\n \n\n(17)\nConsists of 3,072,471 Common Shares issuable upon exercise of warrants that are currently exercisable at an exercise price of $11.50 per share. The address of Sergii Diachenko is 2225 Benson Ave, 5th Floor Brooklyn, New York 11214. Based on information reported in a Form 3 filed with the SEC on April 8, 2026, and Form 4 filings dated April 9, 2026. The Company is not aware of a Schedule 13D or 13G filing by this holder.\n\n \n\n**Securities Authorized for Issuance Under Equity\nCompensation Plans**\n\n \n\nOn September 3, 2024, we filed a Form S-8 for\noffers of Common Shares, issued to qualified officers, employees, non- employee directors and consultants, under Borealis Foods’\nEquity Incentive Plan (the “**Incentive Plan**”). The Incentive Plan initially makes available a maximum number of 1,125,869\nCommon Shares. The aggregate number of Common Shares that is (i) issued to an officer, director, 10% shareholder and anyone who possesses\nmaterial non-public information because of his or her relationship with the company or with an officer, director or principal shareholder\nof the company (“**Insiders**”) under the Incentive Plan or any other proposed or established share compensation arrangement\nwithin any one-year period will not exceed 10% of the total issued and outstanding Common Shares subject to the Incentive Plan from time\nto time and (ii) issuable to a non-employee director under the Incentive Plan during any fiscal year of we may not have a “fair\nvalue” as of the date of grant, as determined in accordance with ASC Topic 718 (or any other applicable accounting guidance), that\nexceeds $300,000 in the  aggregate.\n\n \n\n**Equity Compensation Plan Information**\n\n \n\nThe following table provides information as of\nDecember 31, 2025 regarding Common Shares that may be issued under the Company’s equity compensation plans.\n\n \n\nPlan Category \nNumber of securities to be\n\nissued upon exercise of\noutstanding options,\nwarrants and rights (a)  \nWeighted-average\nexercise price of\noutstanding\noptions, warrants\nand rights (b)  \nNumber of securities remaining\n\navailable for future issuance under\nequity compensation plans\n(excluding securities reflected in\ncolumn (a))\n(c) \n\nEquity compensation plans approved by security holders \n      —  \n      —  \n    1,041,415 \n\nEquity compensation plans not approved by security holders \n —  \n —  \n — \n\nTotal \n —  \n —  \n 1,041,415"}