{"url_path":"/sec/brlsw/8-k/2026-05-14/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-056637-index.html","accession_number":"0001213900-26-056637","cik":"0001852973","ticker":"BRLS","issuer_name":"Borealis Foods Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-056637-index.html","primary_entity_key":"0001852973","primary_entity_name":"Borealis Foods Inc."},"word_count":859,"has_tables":true,"body_markdown":"**Item 5.02 – Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**\n\n \n\nOn May 11, 2026, Mr. Shiv Khemka resigned from the Board of Directors\n(the “Board”) of the Company and from his positions as a member of the Audit Committee, Compensation Committee and Nominating\nand Corporate Governance Committee of the Board. Mr. Khemka’s resignation was not the result of any disagreement with the Company\non any matter relating to the Company’s operations, policies or practices.\n\n \n\nIn connection with the appointments described below, the Board also\nincreased the size of the Board from seven to eight directors.\n\n \n\nAlso on May 11, 2026, the Board appointed Zaure Algaziyeva and Pavel\nMynzhanov to serve as directors of the Company until the next annual meeting of shareholders or until their respective successors are\nduly elected or appointed. The appointments were made pursuant to the terms of the Credit Agreement entered into between the Company and\nOxus Capital PTE Ltd., dated April 27, 2026, which was previously disclosed by the Company in a Current Report on Form 8-K filed with\nthe Securities and Exchange Commission on May 1, 2026.\n\n \n\nThe Board has determined that Ms. Algaziyeva qualifies as an independent\ndirector under the applicable rules of The Nasdaq Stock Market LLC. Ms. Algaziyeva was also appointed to serve as a member of each of\nthe Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. Mr. Mynzhanov is a Director\nof Oxus Capital PTE Ltd., the Company’s lender and a significant shareholder, and does not qualify as an independent director under\nthe applicable rules of The Nasdaq Stock Market LLC**.**\n\n** **\n\nBiographical information for Ms. Algaziyveva and Mr. Mynzhanov is as\nfollows:\n\n \n\n**Zaure Algaziyeva** is a senior executive and entrepreneur with over 20 years of experience across FMCG production, logistics, and\nfinancial services. She has served as Deputy General Director of First Brewery LLP since 2007, where she oversees large-scale production\nand distribution of beer and soft drinks. In parallel, she has been Director of Baza Brewery LLP since 2018, leading the development of\ncraft beverage production, and a Member of the Supervisory Board of Caravan Beverages Group LLP, contributing to strategic oversight of\nimport and distribution operations in the beverage sector. Her combined leadership roles reflect a strong track record in building vertically\nintegrated businesses across production, supply chain, and market distribution. Earlier in her career, Ms. Algaziyeva served as Chairman\nof the Board of Directors of Senim Bank JSC from 2008 to 2013, where she led governance and strategic direction of the institution. She\nbegan her professional career at Kazkommertsbank JSC in the International Institutions Department, focusing on international funding,\ntrade finance, securitization, and capital markets transactions, including IPO-related activities.  Ms. Algaziyeva holds a degree\nin International Economic Affairs from the Kazakh Academy of Management (Narxoz) and an MSc in Banking and Finance from Loughborough University\n(UK). The Company believes that Ms. Algaziyeva’s extensive experience in FMCG production, logistics, banking, and international\nfinance qualifies her to contribute effectively to strategic business development and corporate governance.\n\n \n\n1\n\n \n\n** **\n\n**Pavel Mynzhanov** has served as Chief Executive Officer of Fincraft\nEnergy Holding Limited, an affiliate of Oxus Capital PTE. Ltd., since November 2025. Prior thereto, from December 2019 to January 2026,\nMr. Mynzhanov served as Vice President of Fincraft Group LLP, also an affiliate of Oxus Capital PTE. Ltd., 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., the Company’s lender and affiliate of the SPAC sponsor. The Company believes that Mr. Mynzhanov’s experience in investment\nmanagement, corporate finance and strategic business operations qualifies him to serve on the Company’s Board of Directors. Mr.\nMynzhanov received a Bachelor’s degree in Finance and Credit, Banking from the T. Ryskulov Kazakh Economic University in 2003 and\nattended the International Academy of Business MBA program from 2003 to 2005.\n\n \n\nOther than the arrangements contained in the Credit Agreement described\nabove, there are no arrangements or understandings between either Ms. Algaziyeva or Mr. Mynzhanov and any other persons pursuant to which\nthey were selected as directors, there are no arrangements or understandings between either Ms. Algaziyeva or Mr. Mynzhanov and any other\npersons pursuant to which they were selected as directors. There are no family relationships between either Ms. Algaziyeva or Mr. Mynzhanov\nand any director or executive officer of the Company. Mr. Mynzhanov serves as Chief Executive Officer of Fincraft Energy Holding Limited\nand as a Director of Oxus Capital PTE Ltd. (“Oxus”). Fincraft Energy Holding Limited and Fincraft Group LLP (where Mr. Mynzhanov\npreviously served as Vice President) are affiliates of Oxus. Oxus is a party to the Credit Agreement and the Conversion Agreement with\nthe Company as previously disclosed in the Company’s Current Report on Form 8-K filed on May 1, 2026. Other than Mr. Mynzhanov’s\nrelationships with Oxus and its affiliates and the transactions described in such filing, neither Ms. Algaziyeva nor Mr. Mynzhanov has\nany direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K."}