{"url_path":"/sec/brls/8-k/2026-05-15/item-5-08","section_key":"item-5-08","section_title":"Item 5.08 Shareholder Director Nominations.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-057780-index.html","accession_number":"0001213900-26-057780","cik":"0001852973","ticker":"BRLS","issuer_name":"Borealis Foods Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-057780-index.html","primary_entity_key":"0001852973","primary_entity_name":"Borealis Foods Inc."},"word_count":451,"has_tables":true,"body_markdown":"**Item 5.08 Shareholder Director Nominations.**\n\n** **\n\nBorealis Foods Inc. (the “Company”) has established June\n29, 2026 as the date of the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The Company did not\nhold an annual meeting of shareholders during the fiscal year ended December 31, 2025.\n\n \n\nThe Annual Meeting will be held in a virtual-only format at 12:30 p.m.\n(Eastern Time) on June 29, 2026. Shareholders of record as of the close of business on May 26, 2026 (the “Record Date”) will\nbe entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Instructions for accessing\nthe virtual meeting will be included in the Company's proxy materials.\n\n \n\n**Shareholder Proposals and Director Nominations**\n\n \n\nBecause the Company did not hold an annual meeting of shareholders\nduring the fiscal year ended December 31, 2025, the Company is providing this notice pursuant to Item 5.08 of Form 8-K to inform shareholders\nof the deadlines for submitting shareholder proposals and director nominations in connection with the Annual Meeting.\n\n \n\n*Proposals for Inclusion in Proxy Materials (Rule 14a-8).* Shareholders\nwho wish to submit proposals for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under\nthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), must deliver such proposals to the Company's principal\nexecutive offices no later than May 25, 2026. The Company has determined this to be a reasonable time before it expects to begin to print\nand send its proxy materials. Any such proposal must comply with the requirements of Rule 14a-8.\n\n* *\n\n*Director Nominations and Other Business (Advance Notice By-laws).*\nShareholders who wish to nominate directors or bring other business before the Annual Meeting outside of the Rule 14a-8 process must comply\nwith the advance notice provisions set forth in the Company’s by-laws. Because the date of the Annual Meeting was not previously\ndisclosed, shareholder nominations and proposals submitted pursuant to the Company's advance notice by-law provisions must be received\nby the Company no later than the close of business on May 25, 2026, which is the tenth (10th) day following the date on which public announcement\nof the date of the Annual Meeting is first made.\n\n \n\nAny shareholder proposal or director nomination must comply with the\napplicable requirements of the Company's by-laws and the Exchange Act. The Company’s by-laws are available on the Securities and\nExchange Commission's website at **www.sec.gov** and on the Company's investor relations\nwebsite. Shareholders may also obtain a copy by writing to:\n\n \n\nBorealis Foods Inc.\n\n1540 Cornwall Rd., Suite 104\n\nOakville, ON L6J 7W5\n\nAttention: Pouneh V. Rahimi, Chief Legal Officer\n\n \n\nAll shareholder proposals, director nominations and related correspondence\nshould be directed to the address above.\n\n** **\n\n1"}