8-K
filed May 1, 2026, 7:59 PM ET
ticker BRLS
CIK 0001852973
debt
confidence high
sentiment negative
materiality 0.85
Borealis Foods Inc. (BRLS): debt financing — Borealis Foods enters $17M term loan with Oxus, repays Frontwell; potential equity conversion up to $33.3M
Borealis Foods Inc.
- Borrowed $17M from Oxus Capital at 12% interest, maturing 2031; used ~$16.2M to repay Frontwell credit facility.
- Conversion Agreement: $29.1M principal + $4.2M accrued interest may convert to common shares if $70M equity raise not done by July 1, 2026.
- Oxus may also convert ~$2M Year 1 interest into shares at its election.
- Chief Restructuring Officer Jeffrey T. Varsalone terminated effective immediately; role no longer required.
- Board must be reconstituted by May 11, 2026, with two Oxus designees.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Borealis Foods Inc. incurred term loan of $17.0 million with Oxus Capital PTE Ltd. at 12% per annum maturing April 27, 2031.
- Instrument
- term loan
- Principal
- $17.0 million
- Counterparty
- Oxus Capital PTE Ltd.
- Rate
- 12% per annum
- Maturity
- April 27, 2031
- Event
- incurrence
Exact text from the filing
SPAC sponsor and a significant shareholder of the Company. Pursuant to the Credit Agreement, Oxus provided a term loan to the Borrowers in an aggregate principal amount of up to $17.0 million (the “Term Loan”). The obligations under the Credit Agreement are guaranteed by the Company, Borealis IP Inc., and Palmetto Gourmet Foods (Canada) Inc. (collectively, the
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Borealis Foods Inc. issued common stock to Oxus Capital PTE Ltd. for up to approximately $2.0 million in Year 1 Interest.
- Security
- common stock
- Purchaser
- Oxus Capital PTE Ltd.
- Consideration
- up to approximately $2.0 million in Year 1 Interest
Exact text from the filing
the Credit Agreement provides for the potential issuance of Common Shares to Oxus in satisfaction of up to approximately $2.0 million in Year 1 Interest at Oxus's election
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Borealis Foods Inc. issued common stock to Oxus Capital PTE Ltd., Reza Soltanzadeh, Barthelemy Helg for approximately $33.3 million in aggregate Indebtedness (inclusive of accrued interest).
- Security
- common stock
- Purchaser
- Oxus Capital PTE Ltd., Reza Soltanzadeh, Barthelemy Helg
- Consideration
- approximately $33.3 million in aggregate Indebtedness (inclusive of accrued interest)
Exact text from the filing
the Conversion Agreement provides for the potential issuance of Common Shares to the Shareholders upon the automatic conversion of approximately $33.3 million in aggregate Indebtedness (inclusive of accrued interest)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey T. Varsalone was terminated as Chief Restructuring Officer at Borealis Foods Inc..
- Action
- terminated
- Role
- Chief Restructuring Officer
Exact text from the filing
the engagement of Jeffrey T. Varsalone as Chief Restructuring Officer of the Company and its subsidiaries was terminated, effective immediately.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Borealis Foods Inc. entered into Conversion Agreement with Oxus Capital PTE Ltd., Reza Soltanzadeh, Barthelemy Helg valued at $29.1 million (effective 2026-04-27).
- Action
- entry
- Counterparty
- Oxus Capital PTE Ltd., Reza Soltanzadeh, Barthelemy Helg
- Value
- $29.1 million
- Effective
- 2026-04-27
Exact text from the filing
on the Closing Date, the Company and certain of its subsidiaries entered into a Conversion Agreement (the "Conversion Agreement") with Oxus Capital PTE Ltd. (the Company's former SPAC sponsor and a significant shareholder), Reza Soltanzadeh (the Company's Chief Executive Officer and co-founder) and Barthelemy Helg (the Company's Chairman of the Board and co-founder) (collectively, the "Shareholders").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Borealis Foods Inc. entered into Credit Agreement with Oxus Capital Pte Ltd. valued at $17.0 million (effective 2026-04-27).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Oxus Capital Pte Ltd.
- Value
- $17.0 million
- Effective
- 2026-04-27
Exact text from the filing
On April 27, 2026 (the "Closing Date"), Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., and PGF Real Estate II, Inc. (collectively, the "Borrowers"), each a wholly owned subsidiary of Borealis Foods Inc. (the "Company"), entered into a Credit Agreement (the "Credit Agreement") with Oxus Capital PTE Ltd. ("Oxus"), as lender.
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.