BRLS · Borealis Foods Inc.

Borealis Foods Inc. completed a critical refinancing transaction with significant shareholder Oxus Capital PTE Ltd., replacing a distressed Frontwell Capital Partners facility with a $17.0 million term loan at 12% interest maturing in 2031. This immediately resolves prior forbearance arrangements, terminates control over deposit accounts, and ends the Chief Restructuring Officer role, signaling stabilization of the Company's near-term liquidity crisis. The loan provides no cash interest for the first year, with option for interest-to-equity conversion, secured by all major assets including South Carolina manufacturing facilities. Amortization begins in May 2027 over 48 months, offering extended runway. Concurrently, a Conversion Agreement covers $29 million in prior advances from Oxus, CEO Soltanzadeh, and Chairman Helg, mandating automatic share conversion absent a $70 million equity raise at $9/share by July 1, 2026, at a VWAP-based price—highly dilutive if triggered. Oxus gains two board seats by May 11, 2026. Approved by disinterested directors, this related-party deal reflects internal confidence in brands like Chef Woo and Gordon Ramsay amid retail/e-commerce demand, positioning Borealis for operational continuity while highlighting execution risks on future capital needs.