Borealis Foods Inc. — fact timeline

Borealis Foods Inc. issued convertible note to OXUS CAPITAL PTE LTD. for $3,000,000.

“Definitive Agreement. On May 29, 2026, Borealis Foods Inc. (the “Company”) issued a convertible promissory note to OXUS CAPITAL PTE LTD. (“Oxus”) in the principal amount of $3,000,000 (the “Note”). As of the date of issuance, Oxus beneficially owned approximately 39.09% of the Company’s outstanding common shares and was the Company’s largest shareholder. Oxus”

Borealis Foods Inc. incurred convertible notes of $3,000,000 with OXUS CAPITAL PTE LTD. at 10% per annum maturing the earlier of August 29, 2026 and the date on which the investor Oxus accelerates the obligations under the Note following an event of default.

“On the date of issuance, May 29, 2026, the Company became obligated under the Note in the aggregate principal amount of $3.0 million.”

Borealis Foods Inc. entered into Note with OXUS CAPITAL PTE LTD. valued at principal amount of $3,000,000 (effective 2026-05-29).

“On May 29, 2026, Borealis Foods Inc. (the “Company”) issued a convertible promissory note to OXUS CAPITAL PTE LTD. (“Oxus”) in the principal amount of $3,000,000 (the “Note”).”

Borealis Foods Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“May 21, 2026, a notice (the “ Notice ”) from The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that, because the Company has not yet filed the Q12026 Form 10-Q, the Company no longer complies with Nasdaq Lis”

Pavel Mynzhanov was appointed as Director at Borealis Foods Inc..

“Also on May 11, 2026, the Board appointed Zaure Algaziyeva and Pavel Mynzhanov to serve as directors of the Company until the next annual meeting of shareholders or until their respective successors are duly elected or appointed.”

Zaure Algaziyeva was appointed as Director at Borealis Foods Inc..

“Also on May 11, 2026, the Board appointed Zaure Algaziyeva and Pavel Mynzhanov to serve as directors of the Company until the next annual meeting of shareholders or until their respective successors are duly elected or appointed.”

Shiv Khemka resigned as Director at Borealis Foods Inc..

“On May 11, 2026, Mr. Shiv Khemka resigned from the Board of Directors (the “Board”) of the Company and from his positions as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board.”

Borealis Foods Inc. issued common stock to Oxus Capital PTE Ltd. for up to approximately $2.0 million in Year 1 Interest.

“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”

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).

“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)”

Borealis Foods Inc. incurred term loan of $17.0 million with Oxus Capital PTE Ltd. at 12% per annum maturing April 27, 2031.

“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”

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).

“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").”

Borealis Foods Inc. entered into Credit Agreement with Oxus Capital Pte Ltd. valued at $17.0 million (effective 2026-04-27).

“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.”

Jeffrey T. Varsalone was terminated as Chief Restructuring Officer at Borealis Foods Inc..

“the engagement of Jeffrey T. Varsalone as Chief Restructuring Officer of the Company and its subsidiaries was terminated, effective immediately.”

Borealis Foods Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“April 17, 2026, a notice (the “ Notice ”) from The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that, because the Company has not yet filed the 2025 Form 10-K, the Company no longer complies with Nasdaq Lis”

Borealis Foods Inc. faced acceleration on credit facility of at least $16,116,215.30 with Frontwell Capital Partners Inc. at not specified maturing not specified.

“disclosed Events of Default under the Credit Agreement. As previously disclosed, as of March 25, 2026, outstanding obligations under the Credit Agreement were at least $16,116,215.30, exclusive of subsequently accrued interest, fees and expenses. The Forbearance Agreement required that the Loan Parties comply with certain milestones, including providing the”

Borealis Foods Inc. amended term loan with Frontwell Capital Partners Inc. at Applicable Margin of 6.75% per annum for the Term Loan.

“increases the Applicable Margin for the Term Loan from 4.75% per annum to 6.75% per annum”

Borealis Foods Inc. amended revolving credit of $16,116,215.30 with Frontwell Capital Partners Inc. at Applicable Margin of 6.50% per annum for Revolving Loans bearing interest at the.

“and warranties under the Credit Agreement. Outstanding Obligations. As of March 25, 2026, the aggregate outstanding Obligations under the Credit Agreement were no less than $16,116,215.30, plus all accrued and unpaid interest, fees and other costs and expenses then outstanding. Forbearance. Subject to the terms and conditions of the Forbearance Agreement, the”

Borealis Foods Inc. amended Forbearance and Amendment Agreement with Frontwell Capital Partners Inc. (effective 2026-03-27).

“On March 27, 2026, Borealis Foods Inc. (the “ Company ”), together with its wholly owned subsidiaries party thereto (collectively with the Company, the “ Loan Parties ”), entered into a Forbearance and Amendment Agreement (the “ Forbearance Agreement ”) with Frontwell Capital Partners Inc. (the “ Lender ”), in connection with the Credit Agreement, dated as of August 10, 2023 (as amended, supplemented or otherwise modified from time to time prior to the date thereof, the “ Credit Agreement ”), by and among the Loan Parties and the Lender.”

Borealis Foods Inc. received a nasdaq extension granted notice regarding shareholders (rules 5620(a)).

“March 2, 2026, Borealis Foods Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has reviewed and accepted the Company’s plan to regain compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the end of their fiscal year. As previously disclosed in the Company’s Current Report on Form 8-K filed on January 16, 2026, the Company was notified on January 12, 2026 that it was not in compliance with Nasdaq Li”

Borealis Foods Inc. reported a default on credit facility with Frontwell Capital Partners Inc..

“On February 2, 2026, Borealis Foods Inc. (the "Company") received a letter from counsel to Frontwell Capital Partners Inc. (the "Lender") regarding the Credit Agreement”

Borealis Foods Inc. engaged Carr, Riggs & Ingram, LLC as its auditor.

“The Company previously reported that it had been notified that Carr, Riggs & Ingram, LLC (“CRI”) acquired, effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”); that in conjunction with this transaction, on January 13, 2026, BPB resigned as the Company’s independent registered public accounting firm; and that on January 15, 2026, the Audit Committee approved the appointment of CRI as the Company’s new independent registered public accounting firm.”

Berkowitz Pollack Brant Advisors + CPAs, LLP resigned as auditor of Borealis Foods Inc..

“f Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”); that in conjunction with this transaction, on January 13, 2026, BPB resigned as the Company’s independent registered public accounting firm; and that on January 15, 2026, the Audit Committee approved”

Borealis Foods Inc. engaged Carr, Riggs & Ingram, LLC as its auditor.

“The Company was notified that Carr, Riggs & Ingram, LLC (“CRI”) acquired, effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”). In conjunction with this transaction, on January 13, 2026, the Company received notification from BPB that they were resigning as the Company’s independent registered public accounting firm, effective immediately. On January 15, 2026, the Audit Committee of the Company’s Board of Directors approved the appointment of CRI as the Company’s new independent registered public accounting firm.”

Berkowitz Pollack Brant Advisors + CPAs, LLP resigned as auditor of Borealis Foods Inc..

“f Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”). In conjunction with this transaction, on January 13, 2026, the Company received notification from BPB that they were resigning as the Company’s independent registered public accounting firm, effective”

Borealis Foods Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a)).

“January 12, 2026, Borealis Foods Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the end of their fiscal year. The Notice indicates that the Company has 45 calendar days, or until February 26, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant the Company an exception of up to 180 calend”

Borealis Foods Inc. reported a default on credit facility of USD $15,000,000 with Frontwell Capital Partners Inc. at Default Rate, as defined in the Credit Agreement to mean, for any obligation und.

“Lender has (a) made certain term loans (the “Term Loans”) to certain of such subsidiaries of the Company (collectively, the “Borrowers”) in the aggregate principal amount of USD $15,000,000 and (b) agreed to make, from time to time, certain revolving loans (the “Revolving Loans”) to the Borrowers in the aggregate principal amount of up to USD $10,000,000, subject to”

Borealis Foods Inc. reported a default on credit facility of aggregate principal amount of USD $15,000,000 and ... up to USD $10,000,000 with Frontwell Capital Partners Inc..

“Lender has (a) made certain term loans (the “Term Loans”) to certain of such subsidiaries of the Company (collectively, the “Borrowers”) in the aggregate principal amount of USD $15,000,000 and (b) agreed to make, from time to time, certain revolving loans (the “Revolving Loans”) to the Borrowers in the aggregate principal amount of up to USD $10,000,000, subject to”

Borealis Foods Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605(c)(2)(A), 5605(c)(4), 10A-3).

“August 29, 2025, Borealis Foods Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with the audit committee composition requirement set forth in Nasdaq Listing Rule 5605(c)(2)(A) (the “Nasdaq Composition Requirements”) due to the resignation of Kanat Mynzhanov from the Company’s board of directors (the “Board”). As described in the Company’s Current Report on Form 8-K, which was filed with the SEC on January 6, 2025. Specifically, when the Notice was issued, the”

Borealis Foods Inc. incurred loan of $980,000 with Chairman of the Company’s Board of Directors at 10% per annum maturing due on demand.

“issued promissory notes to the Company’s Chairman of the Company’s Board of Directors (the “Chairman”) in the aggregate principal amount of $980,000 (the “Promissory Notes”). The Promissory Notes bears interest at a rate of 10% per annum and are due on demand.”

Borealis Foods Inc. incurred loan of aggregate principal amount of $2,785,000 with Chief Executive Officer and Chairman of the Board of Directors at 10% per annum maturing due on demand.

“On May 20, 2025, Borealis Foods Inc. (the "Company") issued promissory notes to the Company's Chief Executive Officer (the "CEO") and Chairman of the Company's Board of Directors (the "Chairman") in the aggregate principal amount of $2,785,000 (the "Promissory Notes"). The Promissory Notes bears interest at a rate of 10% per annum and are due on demand.”

Kanat Mynzhanov resigned as Director at Borealis Foods Inc..

“On January 3, 2025, Kanat Mynzhanov provided notice of his decision to resign from the Board of Directors (the “Board”) of Borealis Foods Inc. to focus on his ongoing responsibilities as CEO of Tavia Acquisition Corp. Mr. Mynzhanov’s resignation is effective as of February 1, 2025, and did not result from any disagreement with the Company concerning any matter relating to the Company’s operations, polices, or practices.”

Borealis Foods Inc. reported financial results for 2023.

“Reflecting on 2023, I am proud to acknowledge the remarkable strides Borealis has made, and I extend my deepest gratitude to our dedicated team for their unwavering commitment. Borealis had a remarkable 2023, marking yet another year of revenue growth and achievements across all our business initiatives, while maintaining our steadfast commitment to our cause and core values.”

Borealis Foods Inc.: Oxus ceased being a shell company as a result of the transaction on February 7, 2024 (effective 2024-02-07).

“As a result of the Transaction, on February 7, 2024, Oxus ceased being a shell company.”

Borealis Foods Inc.: New Borealis Board adopted a new code of business conduct and ethics effective February 7, 2024 (effective 2024-02-07).

“on February 7, 2024 and effective as of such date, the New Borealis Board adopted a new code of business conduct and ethics (the “ Code of Ethics ”) applicable to directors, officers, and employees of New Borealis and its subsidiaries.”

Borealis Foods Inc.: Articles of Amalgamation were filed for New Borealis effective February 7, 2024 (effective 2024-02-07).

“Articles of Amalgamation were filed for New Borealis (the “ Articles ”) with the Ministry of Public and Business Service Delivery of Ontario; and (b) New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “ Bylaws ,” and together with the Articles, the “ Governing Documents ”), in each case effective as of February 7, 2024.”

Borealis Foods Inc.: New Borealis adopted amended and restated bylaws effective February 7, 2024 (effective 2024-02-07).

“New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “ Bylaws ,” and together with the Articles, the “ Governing Documents ”), in each case effective as of February 7, 2024.”

Borealis Foods Inc. completed an acquisition involving Oxus Acquisition Corp. for 13,300,000 New Oxus Common Shares (closed 2024-02-07).

“of Borealis Common Shares issued and outstanding immediately prior to the Borealis Amalgamation. 1 ● As of the Closing Date, the Aggregate Transaction Consideration was 13,300,000 New Oxus Common Shares, and was based on 201,206,834 Borealis Common Shares issued and outstanding, with an exchange rate of 0.0661, which the process is described in the final”

Borealis Foods Inc. entered into New Investor Note Purchase Agreements with Belphar Ltd., Saule Algaziyeva, Aman Murat Baikadamuly, GSS Overseas LTD. valued at Total $30,000,000 in notes: Belphar $20,000,000 (Feb 8, 2023), Saule $5,000,000 (Mar 3, 2023), Aman.

“In accordance with the terms of the Business Combination Agreement, Borealis executed New Investor Note Purchase Agreements with certain investors.”

Borealis Foods Inc. entered into Shareholder Support Agreements with Oxus and certain Borealis shareholders valued at Shareholders agreed to vote their Borealis Common Shares in favor of the Transaction and not to sell.

“Concurrently with the execution of the Business Combination Agreement, Borealis entered into Shareholder Support Agreements with Oxus and certain Borealis shareholders.”

Borealis Foods Inc.: Oxus ceased being a shell company on February 7, 2024 as a result of the transaction (effective 2024-02-07).

“As a result of the Transaction, on February 7, 2024, Oxus ceased being a shell company.”

Borealis Foods Inc.: New Borealis Board adopted a new code of business conduct and ethics effective February 7, 2024 (effective 2024-02-07).

“the New Borealis Board adopted a new code of business conduct and ethics (the “ Code of Ethics ”) applicable to directors, officers, and employees of New Borealis and its subsidiaries.”

Borealis Foods Inc.: New Borealis adopted amended and restated bylaws effective February 7, 2024 (effective 2024-02-07).

“New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “ Bylaws ,” and together with the Articles, the “ Governing Documents ”), in each case effective as of February 7, 2024.”

Borealis Foods Inc.: New Borealis adopted amended and restated articles of amalgamation effective February 7, 2024 (effective 2024-02-07).

“Articles of Amalgamation were filed for New Borealis (the “ Articles ”) with the Ministry of Public and Business Service Delivery of Ontario; and (b) New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “ Bylaws ,” and together with the Articles, the “ Governing Documents ”), in each case effective as of February 7, 2024.”

Borealis Foods Inc. underwent a change of control involving Oxus Acquisition Corp. for Aggregate Transaction Consideration of $133,000,000 (closed 2024-02-07).

“of New Borealis Common Shares equal to the quotient of (a) $150,000,000 minus Borealis’ Closing Net Indebtedness, as agreed to by the parties, of $17,000,000, which equals $133,000,000, divided by (b) $10.00 (the “ Aggregate Transaction Consideration ”). ● Each Borealis Common Share was exchanged for 0.0661 of a New Borealis Common Share, which is equal to the”

Borealis Foods Inc. shareholders approved Approve and adopt an equity incentive plan at the 2024-02-02 meeting.

“The proposal to approve and adopt an equity incentive plan in substantially the form attached to the Proxy Statement as Annex K was approved.”

Borealis Foods Inc. shareholders approved Issue more than 20% of current ordinary shares in connection with business combination at the 2024-02-02 meeting.

“The proposal to issue more than 20% of the current total issued and outstanding ordinary shares of the Company in connection with the transactions contemplated by the Business Combination Agreement”

Borealis Foods Inc. shareholders approved Approve New Borealis Governing Documents - Other Matters sub-proposal at the 2024-02-02 meeting.

“Sub-proposal (e) - Other Matters For Against Abstentions 5,082,433 66,210 0”

Borealis Foods Inc. shareholders approved Approve New Borealis Governing Documents - Establishment of Advance Notice Procedures sub-proposal at the 2024-02-02 meeting.

“Sub-proposal (d) - Establishment of Advance Notice Procedures For Against Abstentions 5,082,433 66,210 0”

Borealis Foods Inc. shareholders approved Approve New Borealis Governing Documents - Reduced Quorum Requirement sub-proposal at the 2024-02-02 meeting.

“Sub-proposal (c) - Reduced Quorum Requirement For Against Abstentions 5,082,433 66,210 0”

Borealis Foods Inc. shareholders approved Approve New Borealis Governing Documents - Declassification of Board of Directors sub-proposal at the 2024-02-02 meeting.

“Sub-proposal (b) - Declassification of Board of Directors For Against Abstentions 5,082,433 66,210 0”