0001213900-26-050957
SEC filingBorealis Foods Inc. entered into a $17M term loan with Oxus Capital, repaid Frontwell facility, terminated CRO, and agreed to convert $33.3M shareholder debt into equity if no $70M raise by July 1, 2026.
Borealis Foods secured critical refinancing by entering a $17 million term loan with Oxus Capital PTE Ltd., its former SPAC sponsor and significant shareholder, on April 27, 2026. This replaced the distressed Frontwell facility, fully repaying $16.2 million outstanding with no premium and releasing all liens and cash controls, restoring operational flexibility. The new loan carries 12% interest, with principal amortization over 48 months starting May 2027, and is secured by all assets including key South Carolina facilities. Year 1 interest of ~$2 million can convert to equity at Oxus's option, potentially diluting shareholders. More significantly, a parallel Conversion Agreement mandates automatic conversion of $33.3 million in related-party debt (from Oxus, CEO Reza Soltanzadeh, and Chairman Barthelemy Helg) into common shares if the company fails to raise $70 million in equity at $9/share by July 1, 2026. With 21.4 million shares outstanding, this poses substantial dilution risk absent successful fundraising. Additional terms include board changes by May 11, 2026, appointing two Oxus designees, and covenants tying compliance to CEO employment and capex limits. Termination of CRO Jeffrey Varsalone reflects resolved restructuring needs. This stabilizes near-term liquidity but heightens equity dilution and control risks tied to fundraising success and lender influence.