{"url_path":"/sec/brls/10-k/2026/item-407","section_key":"item-407","section_title":"Item 407 (d)(5) of Regulation S-K. Mr. Ajami has more than 30 years of experience in investment banking, principal investments, mergers","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":1757,"has_tables":true,"body_markdown":"Item 407(d)(5) of Regulation S-K. Mr. Ajami has more than 30 years of experience in investment banking, principal investments, mergers\nand acquisitions, structured finance and capital markets transactions. Since 2021, Mr. Ajami has acted as a private investor and strategic\nadvisor, supporting and investing in growth-stage businesses and special situations across the energy, infrastructure, and agri-food sectors.\nFrom 2015 to 2021, Mr. Ajami served as Head of Strategic Investments and Senior Advisor to a UK-based private family office, where he\nwas responsible for evaluating investment opportunities, overseeing portfolio company expansion and exits, reviewing financial statements\nand operating results, and assessing capital structure and financing arrangements. His responsibilities included oversight of large-scale\nenergy and agri-food investments, securing debt and equity capital, and evaluating financial risks, internal controls, and performance\nmetrics. Prior to that, Mr. Ajami held senior investment and advisory roles at Strand Partners (in London), Royal Capital PJSC (in Abu\nDhabi), Simon Robertson & Associates (in Hong Kong) and Asian Capital Partners (in Hong Kong), where he was involved in evaluating\nand overseeing complex financial transactions, capital allocation, and investment performance**.**He also served in a senior management\ncapacity in connection with the acquisition and structuring of Mangistaumunaigaz by PT Medco Energi Internasional Tbk, with responsibilities\nrelating to financial reporting, capital structure and internal controls. Mr. Ajami began his career at Arthur Andersen, and subsequently\nheld a role at Daiwa Securities Group Inc., focusing on energy-related corporate finance and project finance transactions. Mr. Ajami holds\nan M.Sc. in Petroleum Engineering from Imperial College London and a B.Eng. (Hons) in Aeronautical Engineering from Queen Mary University\nof London. The Board believes that Mr. Ajami’s qualifications to serve as a director include his extensive experience in financial oversight,\ninvestment management, mergers and acquisitions, capital markets transactions and strategic advisory activities. In particular, his experience\nin evaluating financial statements, overseeing internal controls, and assessing capital structure and financing arrangements across multiple\nindustries supports his role on the Audit Committee and his designation as an audit committee financial expert.\n\n \n\n**Zaure Algaziyeva**has served as a director of our Board\nsince May 2026. Ms. Algaziyeva is a senior executive with over 20 years of experience across FMCG production, logistics, and financial\nservices. She has served as Deputy General Director of First Brewery LLP since 2007, where she oversees large-scale production and distribution\nof beer and soft drinks. In parallel, she has been Director of Baza Brewery LLP since 2018, leading the development of craft beverage\nproduction and a Member of the Supervisory Board of Caravan Beverages Group LLP, contributing to strategic oversight of import and distribution\noperations in the beverage sector. Earlier in her career, Ms. Algaziyeva served as Chairman of the Board of Directors of Senim Bank JSC\nfrom 2008 to 2013, where she led governance and strategic direction of the institution. She began her professional career at Kazkommertsbank\nJSC in the International Institutions Department, focusing on international funding, trade finance, securitization, and capital markets\ntransactions, including IPO-related activities. Ms. Algaziyeva holds a degree in International Economic Affairs from the Kazakh Academy\nof Management (Narxoz) and an MSc in Banking and Finance from Loughborough University (UK). The Board believes that Ms. Algaziyeva’s\nextensive experience in FMCG production, logistics, banking, and international finance qualifies her to serve as a director.\n\n \n\n**Pavel Mynzhanov** has served as a director of our Board\nsince May 2026. Mr. Mynzhanov has served as Chief Executive Officer of Fincraft Energy Holding Limited since November 2025. Prior thereto,\nfrom December 2019 to January 2026, Mr. Mynzhanov served as Vice President of Fincraft Group LLP, where he was involved in investment\nand corporate finance activities across multiple sectors. Since June 2022, Mr. Mynzhanov has served as a Director of Oxus Capital PTE.\nLtd. Oxus Capital PTE Ltd. is the lender under the Company’s Credit Agreement described in Item 13, “Certain Relationships and Related\nTransactions, and Director Independence.” The Board believes that Mr. Mynzhanov’s experience in investment management, corporate\nfinance and strategic business operations qualifies him to serve on the Company’s Board of Directors. Mr. Mynzhanov received a Bachelor’s\ndegree in Finance and Credit, Banking from the T. Ryskulov Kazakh Economic University in 2003 and attended the International Academy of\nBusiness MBA program from 2003 to 2005.\n\n \n\n*Executive Officers*\n\n \n\n**Pouneh Rahimi** has served as our Chief Legal Officer since\nJuly 2019. Ms. Rahimi also serves as legal counsel at Rahimi Law Office, a position she has held since September 2003. In this role, Ms.\nRahimi serves as part-time general counsel to select technology companies, addressing their day-to-day legal matters arising in connection\nwith ongoing operations including negotiation of strategic contracts and technology licensing. Ms. Rahimi has over 25 years of experience\nworking with companies in the high-tech industry both as a lawyer and trusted business advisor. Ms. Rahimi’s practice has focused\non general corporate and business matters including corporate governance and compliance, intellectual property development and licensing,\ntrademarks (in the U.S. and Canada), and private debt and equity financing. Earlier in her career, Ms. Rahimi served as a general counsel\nto MRO Software, Inc. formerly a publicly traded company on Nasdaq, as well as a corporate associate at Nixon Peabody LLP. Ms. Rahimi\nobtained her J.D. from the New England School of Law and her B.A. from McGill University. Ms. Rahimi is licensed to practice law in New\nYork, Massachusetts, and Ontario.\n\n \n\n48\n\n \n\n**Stephen Wegrzyn** has served as our Chief Financial Officer\nsince July 2020. Prior to joining us, Mr. Wegrzyn served as the Interim Chief Financial Officer and Integration Specialist for Shed Financial\nServices, a financial services company, from January 2019 to July 2020. Prior to Shed Financial Services, Mr. Wegrzyn served as Chief\nFinancial Officer for Diesel Laptops, an automotive software company, from January 2018 to November 2018. Mr. Wegrzyn held several interim\nCFO consulting positions from January 2015 to March 2018 in various industries including computer manufacturing, chemical manufacturing,\nwaste transportation, trucking, and food manufacturing. Mr. Wegrzyn began his career as an accountant at Ernst and Young. Mr. Wegrzyn\nobtained his B.S. in Accounting and Finance from the Darla Moore School of Business of the University of South Carolina.\n\n \n\n**Matt Talle**has served as Chief Strategy Officer of Palmetto\nGourmet Foods (a subsidiary of ours) since January 2020. Prior to joining Palmetto Gourmet Foods, Mr. Talle held multiple leadership roles\nwith increasing responsibility at Nissin Foods U.S. where he worked for 30 years. During his tenure at Nissin Foods, Mr. Talle served\nas Vice President of Business Development from June 2015 to December 2019, as Executive Vice President, Board of Director from March 2010\nto June 2015, and from March 2008 to June 2010, Mr. Talle served as Vice President of Sales and Marketing. Mr. Talle obtained his B.S.,\nAg-Business from California Polytechnic University.\n\n \n\n**Henry Wong** has served as Chief Marketing Officer of Palmetto\nGourmet Foods (a subsidiary of ours) since December 2020. Mr. Wong has also served as President and Creative Strategist of Vyoo Brand\n+ Content, a branding and marketing agency, since September 2016. His past experience also includes being Sr. VP of Global Ad Agency Saatchi\n& Saatchi as well as marketing for such food brands as Maple Leaf Foods, P&G, and Hormel Foods. Mr. Wong holds bachelor’s\ndegrees from Toronto Metropolitan University and the University of Toronto in Media Studies and Film.\n\n \n\n**Audit Committee and Audit Committee Financial\nExpert**\n\n \n\nWe have a standing Audit Committee of the board of directors. Mr. Oyer,\nMs. Algaziyeva and Mr. Ajami currently serve as members of the Audit Committee, with Mr. Oyer serving as the chairperson of the Audit\nCommittee. Our board of directors has determined that Mr. Oyer, Ms. Algaziyeva and Mr. Ajami are audit committee financial experts, as\ndefined by SEC rules and regulations.\n\n \n\nOur board of directors\nhas determined that each of Mr. Oyer, Ms. Algaziyeva and Mr. Ajami is an independent director in accordance with the Nasdaq listing rules\nand the applicable requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Our board of directors has further determined\nthat each of the members of the Audit Committee satisfies the financial literacy and sophistication requirements of the Nasdaq listing\nrules.\n\n \n\n**Corporate Governance**\n\n \n\n**Corporate Governance Guidelines**\n\n \n\nOur board of directors\nadopted Corporate Governance Guidelines, which set forth a flexible framework within which the board, assisted by its committees, directs\nthe affairs of the Company. The Corporate Governance Guidelines address, among other things, the composition and functions of the board\nof directors, director independence, compensation of directors, board membership criteria, board leadership and composition.\n\n \n\n**Code of Business Conduct and Ethics**\n\n \n\nWe have a Code of Business Conduct and Ethics that applies to all of\nour executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting\nofficer or controller or persons performing similar functions.\n\n \n\n**Committee Charters**\n\n \n\nEach standing committee\nof the board of directors is governed by a charter adopted by the board.\n\n \n\n49\n\n \n\n**Availability of Governance Documents**\n\n \n\nThe\nCorporate Governance Guidelines, the Code of Conduct, and each of the Audit, Compensation, and Nominating and Corporate Governance Committee\ncharters are available on the Company’s investor relations website, www.investors.borealisfoods.com/overview/default.aspx.\nWe expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website to the extent\nrequired by the applicable rules of the SEC and The Nasdaq Stock Market LLC.\n\n \n\n**Delinquent Section 16(a) Reports**\n\n \n\nSection 16(a) of the Exchange Act requires the Company’s directors,\nexecutive officers, and persons who beneficially own more than 10% of the Company’s Common Shares to file initial reports of ownership\nand reports of changes in ownership of Common Shares and other equity securities of the Company with the SEC. Directors, executive officers,\nand greater than 10% beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports\nthey file.\n\n \n\nBased solely on a review of copies of such reports furnished to the\nCompany and written representations from reporting persons that no other reports were required, the Company believes that during the fiscal\nyear ended December 31, 2025, and the period from January 1, 2026 through the date of this Annual Report, all Section 16(a) filing requirements\napplicable to its directors, executive officers, and greater than 10% beneficial owners were complied with on a timely basis, except as\nfollows:\n\n \n\n**Name**\n \n**Number of Late Reports**\n \n \n**Number of Transactions Not Reported on a Timely Basis**\n \n \n**Known Failure to File**\n\n**Barthelemy Helg**\n \n \n1\n \n \n \n1\n \n \nNone\n\n**Zagros Alpine Capital ULC**\n \n \n1\n \n \n \n1\n \n \nNone\n\n**Amin Ajami**\n \n \n1\n \n \n \n1\n \n \nNone\n\n**Zaure Algaziyeva**\n \n \n1\n \n \n \n1\n \n \nNone\n\n**Pavel Mynzhanov**\n \n \n1\n \n \n \n1\n \n \nNone"}