{"url_path":"/sec/brlsw/8-k/2026-06-04/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":292,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth under Item 1.01 of this Current Report on\nForm 8-K is incorporated herein by reference.\n\n \n\nThe Note and the common shares issuable upon conversion of the Note\nhave not been registered under the Securities Act of 1933, as amended, and were issued, or will be issued, in reliance upon an exemption\nfrom registration. The Note contains customary transfer restrictions and legends applicable to unregistered securities.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains forward-looking\nstatements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Note, the intended\nuse of proceeds therefrom, the Company’s ability to obtain shareholder and other approvals required to permit conversion of the\nNote under applicable Nasdaq Listing Rules, the timing and outcome of any such shareholder vote, the potential conversion of the Note\ninto common shares, the dilutive impact of any such conversion, the Company’s ability to satisfy its obligations under the Note,\nthe concentration of ownership and influence of Oxus following any conversion, and the Company’s future operations and financial\ncondition. These statements are subject to risks and uncertainties that could cause actual results to differ materially, the Company’s\nability to satisfy its obligations under the Note, the dilutive impact of any conversion of the Note into common shares, the Company’s\nability to obtain required approvals for conversion, the Company’s ability to consummate equity financings on acceptable terms,\nthe Company’s ability to maintain the listing of its common shares on the Nasdaq Capital Market, and those risks and uncertainties\ndescribed in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any\nforward-looking statements, except as required by law."}