{"url_path":"/sec/brlsw/8-k/2026-06-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-065290-index.html","accession_number":"0001213900-26-065290","cik":"0001852973","ticker":"BRLS","issuer_name":"Borealis Foods Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-065290-index.html","primary_entity_key":"0001852973","primary_entity_name":"Borealis Foods Inc."},"word_count":642,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn May 29, 2026, Borealis Foods Inc. (the “Company”)\nissued a convertible promissory note to OXUS CAPITAL PTE LTD. (“Oxus”) in the principal amount of $3,000,000 (the “Note”).\nAs of the date of issuance, Oxus beneficially owned approximately 39.09% of the Company’s outstanding common shares and was the\nCompany’s largest shareholder. Oxus has designated two members of the Company’s Board of Directors. The Note bears interest\nat a rate of 10% per annum, payable at maturity, and matures on the earlier of August 29, 2026 and the date on which the investor Oxus\naccelerates the obligations under the Note following an event of default; provided that, if all required approvals for conversion have\nnot been obtained by August 29, 2026, the maturity date will automatically be extended to the date that is five business days following\nthe date on which all such approvals have been obtained, and interest will continue to accrue during such extension period. The Company\nintends to use the proceeds from the Note for outstanding accounts payable and other obligations owing to vendors, fees and expenses incurred\nin connection with the Note, and other working capital and general corporate needs; provided that the proceeds may not be used to repay\nany existing indebtedness for borrowed money of the Company, including indebtedness owing to any shareholder or secured creditor.\n\n \n\nOn the maturity date, as it may be extended in\naccordance with the Note, Oxus may elect to convert all or any portion of the outstanding principal of the Note into common shares of\nthe Company at a conversion price of $1.45 per share, subject to adjustment for share dividends, share splits, combinations and similar\nrecapitalizations as set forth in the Note. Conversion is subject to receipt of all required approvals, including any required shareholder\napproval under applicable Nasdaq Listing Rules. The Company believes that shareholder approval may be required under applicable Nasdaq\nListing Rules in order to permit conversion of the Note, and the Company is evaluating the timing and process for seeking any such approval.\nThe Company has agreed to use its best efforts to obtain all such approvals as promptly as practicable, including by taking such actions\nas may be necessary to seek any required shareholder approval. Based on the initial conversion price of $1.45 per share and not giving\neffect to accrued interest or the beneficial ownership blocker described below, the Note would be convertible into approximately 2,068,966\ncommon shares. The Note also contains a beneficial ownership blocker prohibiting conversion to the extent that, after giving effect to\nsuch conversion, Oxus, together with its affiliates and any other persons whose beneficial ownership would be aggregated with Oxus for\npurposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 49.9% of the Company’s\noutstanding common shares.\n\n \n\nThe Company may voluntarily prepay the Note in whole or in part, without\npremium or penalty.\n\n \n\nThe Note is a general senior unsecured obligation of the Company, ranking\npari passu in right of payment with any existing or future unsecured indebtedness of the Company.\n\n \n\nThe Note contains customary events of default,\nincluding failure to pay amounts due under the Note, breach of covenants subject to a 30-day cure period, breach of representations and\nwarranties, cross-default on borrowed-money indebtedness of $500,000 or more, unsatisfied judgments of $500,000 or more, and certain voluntary\nor involuntary bankruptcy or insolvency events. Acceleration is automatic upon certain bankruptcy and insolvency events and is at Oxus’s\nelection upon other events of default.\n\n \n\nThe foregoing description of the Note does not purport to be complete\nand is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report\non Form 8-K and incorporated herein by reference.\n\n \n\n1"}