{"url_path":"/sec/brls/8-k/2026-07-08/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure to Satisfy a Continued","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-076374-index.html","accession_number":"0001213900-26-076374","cik":"0001852973","ticker":"BRLS","issuer_name":"Borealis Foods Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-076374-index.html","primary_entity_key":"0001852973","primary_entity_name":"Borealis Foods Inc."},"word_count":684,"has_tables":true,"body_markdown":"**Item 3.01 Notice of Delisting or Failure to Satisfy a Continued\nListing Rule or Standard; Transfer of Listing.**\n\n** **\n\nOn July 2, 2026, Borealis Foods Inc. (the “Company”) received\na notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on the Company's Market\nValue of Listed Securities (“MVLS”) for the last 30 consecutive business days, the Company no longer satisfies the minimum\nMVLS requirement of $35,000,000 for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS\nRule”). The Notice also states that the Company does not currently satisfy the alternative continued listing standards under Nasdaq\nListing Rules 5550(b)(1) (stockholders' equity) and 5550(b)(3) (net income from continuing operations). The Notice has no immediate effect\non the listing or trading of the Company's Common Shares or Warrants on The Nasdaq Capital Market. The Notice pertains to the Company's\nCommon Shares; the continued listing of the Company's Warrants is dependent on the continued listing of the Common Shares, and if the\nCommon Shares were to be delisted from The Nasdaq Capital Market, the Warrants would also cease to be listed. This Current Report on Form\n8-K constitutes the Company's public announcement of receipt of the Notice, as required by Nasdaq Listing Rule 5810(b).\n\n \n\nNasdaq Listing Rule 5810(c)(3)(C) provides the Company a compliance\nperiod of 180 calendar days, or until December 29, 2026, in which to regain compliance with the MVLS Rule. The Company will regain compliance\nif, at any time during the compliance period, the Company's MVLS closes at $35,000,000 or more for a minimum of ten consecutive business\ndays, although Nasdaq staff has discretion to require the Company to maintain a closing MVLS of $35,000,000 or more for up to 20 consecutive\nbusiness days before determining that the Company has demonstrated an ability to maintain long-term compliance. If the Company does not\nregain compliance with the MVLS Rule prior to the expiration of the compliance period, the Company will receive written notification from\nNasdaq that its securities are subject to delisting, at which time the Company would be entitled to appeal Nasdaq's delisting determination\nto a Hearings Panel.\n\n \n\nThe Company intends to monitor the market value of its listed securities\nduring the compliance period and to consider available options for regaining compliance with the MVLS Rule. There can be no assurance\nthat the Company will be able to regain or maintain compliance with the MVLS Rule or any other Nasdaq continued listing requirement.\n\n** **\n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains forward-looking statements\nwithin the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as\namended. These forward-looking statements include, but are not limited to, statements regarding the Company's intention and ability to\nregain and maintain compliance with Nasdaq’s continued listing requirements and the Company’s evaluation of available alternatives\nto achieve compliance. Forward-looking statements are generally identified by words such as “anticipates,” “believes,”\n“expects,” “intends,” “plans,” “will” and similar expressions. These statements are based\non the Company's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those\nexpressed or implied in such forward-looking statements, including, the Company's ability to regain and maintain compliance with Nasdaq's\ncontinued listing requirements within the applicable compliance period, market volatility and movements in the trading price of the Company's\nCommon Shares, the Company's ability to raise capital or complete other transactions that may be necessary to increase its MVLS, the potential\ndelisting of the Company’s securities (including the Common Shares and the Warrants) from The Nasdaq Capital Market, the potential\nadverse effect of a delisting on the liquidity and market price of the Company's securities, and other risks and uncertainties described\nin the Company's filings with the Securities and Exchange Commission. The Company's filings with the SEC are available at **www.sec.gov**.\nInvestors should not place undue reliance on the Company's forward-looking statements. The Company undertakes no obligation to update\nany forward-looking statements to reflect events or circumstances after the date of this report, except as required by applicable law."}