Borealis Foods Inc.

Overview

Borealis Foods is a pioneering, integrated food science and manufacturing company that is redefining affordable nutrition. Known for popular ramen noodle brands like the high protein Chef Woo, Chef Ramsay, Ramen Express, and Woodles, Borealis Foods brings innovative fusion flavors from diverse culinary traditions, creating delicious and nutritious meal options for consumers. With U.S.-based production facilities, the company’s portfolio reflects a commitment to quality, innovation, and sustainability.

An essential aspect of Borealis Foods’ success is its strategic partnerships with prominent national and international food producers, retailers, and distributors. Serving as an innovation partner to global food leaders, Borealis Foods leverages these collaborations to expand its offerings, enhance technological capabilities, and deliver food products that embody its values of healthy nutrition and innovation.

Borealis Foods has developed the first complete protein dough containing all nine essential amino acids. It entered the market with ready-to-eat meals, featuring 20 grams of complete plant-based protein per serving, distributed through both retail and institutional/foodservice channels. Borealis Foods’ innovative model and products have allowed it to appeal to a broad range of consumers, positioning it to compete directly in the global ramen market, which was estimated to be in excess of $60 billion global market in 2025-2026 according to industry reports, including the Instant Noodles Global Market Report 2026 published by The Business Research Company.

The Company’s innovative technology was used in the development of its first vertical, ramen noodles. Lovingly made in the U.S., Chef Woo, Chef Ramsay, Ramen Express and Woodles-branded ramen noodles are produced and packaged by the Company’s wholly-owned technologically advanced manufacturing company, Palmetto Gourmet Foods, or “PGF”. Located in Saluda, South Carolina, the factory is one of the largest and most advanced ramen noodle producers in North America. With a widespread presence, Borealis Foods’ products are currently available in approximately 30,000 points of distribution primarily in the U.S., Canada, Mexico, and Latin America. The products can be found across several channels of mass merchandisers (Walmart), club stores (Costco and Sam’s Club), limited assortments retailers (Aldi and Publix), traditional supermarkets (Albertsons, Winn-Dixie, and Save Mart), regional retailer channels, and e-commerce distributors (Amazon, Walmart.com and Instacart).

Research, development, and innovation are core elements of our business strategy, which we see as a critical competitive advantage. Through continuous R&D and partnerships with other advanced food-tech companies as well as prominent national and international food producers, retailers and distributors, our team focuses on making continuous improvements to our existing technology and product formulations, in addition to developing new products across our platform.

The Borealis Foods Strategic Difference

Unique Approach to the Product

We developed and launched the first plant-based instant ramen meals providing 20 grams of complete protein per serving. We believe our unique approach to making ready-made ramen makes us a disruptor in one of the most widely consumed food categories.

Our Chef Woo ramen serves as a complete source of protein because it includes all nine essential amino acids and provides over one-third of a person’s daily recommended protein in one serving. Complete proteins are essential to a healthy diet. They contribute to muscle growth, repair, and maintenance and also play a role in bolstering the immune system, aiding in the production of antibodies and enzymes that defend against infections and promote faster healing. Complete proteins also are involved in hormone production, helping to regulate various bodily functions, including metabolism and mood. Our commitment to providing higher protein content in our ramen sets our products apart from other instant noodle cups on the market. Additionally, we use a protein source that is free of anti-digestive factors that hinder protein digestibility, further enhancing the bioavailability of the protein. Plant-based protein is a highly convenient and cost-effective source of protein which is hard to match from a cost perspective when compared to other sources of protein. Legacy vegetarian brands have typically aimed to compensate for poor taste appeal by positioning their products as a noble sacrifice — something consumers should do for the benefit of their health, the environment, and/or animal welfare. Our compelling product innovations have enabled a paradigm shift in both marketing and target audience — tapping into the enthusiastic pull from mainstream consumers for delicious and satisfying, yet better-for-you plant-based meals. Our patent-pending technology can be deployed in other applications to make additional high-protein ready-made meals and snacks.

Unique Approach to the Market

The ramen market has seen limited product innovation and differentiation resulting from product positioning which generates low retail profit margins. We are changing that paradigm with our innovative food technology, providing consumers with a healthy, affordable, shelf-stable, convenient meal. We are re-inventing instant ramen noodles while maintaining flavor consistency, palatability, and affordability. Our know-how allows us to customize products for different subsets based on the desired dietary-specific requirements (i.e., high-fiber, gluten-free, high-protein, low sodium, keto-friendly, and micronutrients). We are focused on a multi-prong approach that consists of expanding our distribution through the following channels:

History

We were founded in 2019 with a vision of building sustainable, affordable, and nutritious food products. This vision was developed in response to growing global challenges in the areas of health, climate change, natural resource use, and helping find an affordable option to fight world hunger.

Our Co-Founder and CEO, Reza Soltanzadeh, a medical doctor by training, entered the business world after devoting his time to helping malnourished men, women, and children in remote villages of India to the science of affordable and nutritious food. Mr. Soltanzadeh has over 28 years of experience in the field of food sciences and food mass production. Mr. Soltanzadeh was the CEO of IIIC Investment Group for 13 years, an emerging market multi-billion dollar food-focused buyout firm, leading category consolidations to bring scale and efficiency resulting in low-cost production in highly fragmented food categories. Mr. Soltanzadeh was intrigued by the ramen craze taking place around the globe, observing the universal appeal of the noodle dish he saw an opportunity to marry his passion for the environment and the fight against world hunger by creating an affordable plant-based, high-protein ramen.

Our other Co-Founder and Non-Executive Chairman, Barthelemy Helg, an attorney by training, has focused his career on the food and biotech industries. Mr. Helg was Vice-President at Nestle S.A. overseeing Mergers and Acquisitions — contributing notably to the advancement of Nestle’s pet food division. Mr. Helg founded several companies in the food industry, and through his network and relationships, he has been instrumental in developing partnerships with food-tech companies and investors for us.

Fascinated with the food-tech revolution, our Co-Founders focused on opportunities for a more sustainable and affordable way to provide high-protein meals to consumers. Rather than trying to invent a new product category, they focused on improving and transforming an existing, highly popular product, ultimately identifying a high-protein and plant-based ramen as the ideal opportunity and solution. Our ramen takes the delicious food loved by many and upgrades it with added nutrients, enriching the comforting bowl of instant ramen. This reimagined ramen captures the same satisfying ramen feeling with a makeover of better ingredients and crafted flavors for a more nutritious and equally delicious product. Chef Woo Ramen was named after Song Sao Wu, the legendary female chef from ancient China, whose soup became so famous that it lifted her community out of hard times. Like its namesake, Chef Woo Ramen is attempting to lift the global community by contributing to a more sustainable planet while combating world hunger.

We have built a core team with experts across the food industry. Through our acquisition of PGF, we acquired a manufacturing and distribution facility capable of producing 600 million meals per year. We aim to develop food that will create lasting benefits for society and the environment.

Industry

Market Opportunity

We operate in the large global food industry, with a current focus on instant noodle products. Instant noodles are among the most widely consumed packaged foods globally, with consumption exceeding 120 billion servings annually, according to the World Instant Noodles Association. The global instant noodles market was estimated to be approximately $66.8 billion in 2026, and is expected to continue growing at a mid-single-digit compound annual growth rate through the early 2030s, according to the Instant Noodles Global Market Report 2026 published by The Business Research Company. Our core target market is North America, which represents a significant and growing region for instant noodle consumption and is among the top global markets by volume.

Various industry studies indicate that consumers are increasingly seeking convenient, affordable, and nutritionally balanced food options. We believe our product offerings align with these trends, including growing consumer interest in plant-based, high-protein, and minimally processed foods. Consumer preferences have also shifted toward products that offer transparency with respect to ingredient sourcing, quality, and manufacturing practices.

In addition, there has been increased focus among consumers on health and wellness, including the role of diet in long-term health outcomes, as well as interest in plant-based and alternative protein sources. While demand for such products may fluctuate based on economic conditions and pricing, we believe these trends may support continued interest in our product categories.

We believe we are positioned to participate in the broader instant meals and plant-based protein categories, supported by factors such as consumer demand for convenient meal solutions, increased awareness of protein intake, and evolving dietary preferences. However, there can be no assurance that these trends will continue or that consumer preferences will not shift.

Demographic trends, including the purchasing influence of younger consumers, may influence demand for our products. However, consumer behavior and preferences are subject to change and may be influenced by macroeconomic conditions, including inflation and changes in disposable income.

Macroeconomic conditions, including inflation, supply chain disruptions, and geopolitical developments, have affected food prices globally, including the cost of animal-based proteins. While these dynamics may influence consumer purchasing behavior, including interest in alternative protein options, such trends are uncertain and may not be sustained.

Environmental Impact

Consumer interest in plant-based food products has been influenced in part by increased awareness of health, sustainability, and environmental considerations associated with food production. We believe our product offerings align with these trends, although consumer preferences may change and demand for plant-based products may fluctuate based on a variety of factors, including pricing, macroeconomic conditions, and evolving consumer priorities.

Livestock production has been identified by various organizations as a contributor to greenhouse gas emissions and the use of land and water resources. According to the Food and Agriculture Organization, livestock production accounts for a meaningful portion of global agricultural land use and resource consumption. In addition, reports from the Intergovernmental Panel on Climate Change have indicated that changes in production and consumption patterns, including dietary shifts, may contribute to efforts to reduce greenhouse gas emissions. However, estimates of the environmental impact of livestock production vary, and the extent to which consumer behavior may change in response to such factors is uncertain.

In 2021, we engaged the University of Michigan to conduct a third-party life cycle assessment comparing the environmental impact of certain plant-based protein products, including our products, with selected animal-based protein sources (the “Assessment”). The Assessment evaluated factors such as greenhouse gas emissions, energy use, land use, and water use based on specified assumptions and methodologies.

Based on the Assessment, our plant-based protein products demonstrated lower environmental impacts across certain measured categories compared to selected animal-based protein sources on a per-protein basis. However, the results of the Assessment are dependent on the underlying assumptions, data sources, and methodologies used, and may not be representative of all production methods or consumption patterns. In addition, comparisons to other products or categories may vary depending on the scope and parameters of the analysis.

We are also subject to evolving regulatory and customer expectations relating to environmental matters, including sustainability, product sourcing, and supply chain practices. Compliance with such expectations may require changes to our operations, increase our costs, or impact our sourcing decisions. While we believe that sustainability considerations may influence consumer preferences, there can be no assurance that such considerations will result in increased demand for our products or that we will be able to effectively capitalize on these trends.

Competitive Strengths

We believe our business benefits from a combination of product innovation, alignment with evolving consumer preferences, scalable manufacturing capabilities, and an experienced management team.

Focus on Innovation

We focus on developing food products that incorporate plant-based proteins and enhanced nutritional profiles within familiar and convenient formats, such as instant noodles. We intend to continue investing in product development to expand our offerings across adjacent categories that address evolving consumer preferences, including products designed to meet a range of dietary needs.

Our product development efforts are intended to respond to changing consumer preferences and market trends. However, there can be no assurance that our innovation efforts will be successful or that new products will achieve market acceptance.

Alignment with Consumer Preferences

We believe our products are aligned with consumer demand for convenient, affordable, and nutritionally balanced food options, including interest in plant-based and alternative protein products. Our products are designed to meet a range of dietary preferences, including vegetarian and vegan diets, and certain products are certified kosher and halal.

Consumer preferences are subject to change and may be influenced by a variety of factors, including pricing, economic conditions, and competing product offerings. There can be no assurance that current trends will continue or that our products will remain aligned with consumer demand.

Scalable and Cost-Efficient Production

Our products are designed to be manufactured at scale using established production processes, which we believe supports cost efficiency and broad distribution. We believe this approach enables us to offer products at competitive price points across multiple channels. Our ability to scale production and maintain cost efficiency depends on a number of factors, including supply chain conditions, input costs, and manufacturing capacity.

Experienced Management Team

We are led by an experienced management team with backgrounds in food production, product development, and business operations.

Reza Soltanzadeh, our Chief Executive Officer and Co-Founder, has extensive experience in food science and food production, including senior management roles and investment experience in the food industry. Under his leadership, the Company has developed and commercialized a range of products and expanded its distribution across multiple channels.

Barthelemy Helg, our Co-Founder and Non-Executive Chairman, has experience across the food and biotechnology industries, including prior roles at Nestlé S.A., where he was involved in merger and acquisition activities. He has also co-founded and worked with early-stage companies.

Growth Strategy

We intend to grow our business through expanded distribution, continued investment in infrastructure and capabilities, and the development of new and enhanced products.

We have established a presence across retail and e-commerce channels and may seek to expand distribution in existing and new markets, including internationally. Our ability to expand distribution depends on a number of factors, including retailer acceptance, supply chain capacity, and competitive conditions.

We also intend to invest in our infrastructure and operational capabilities, including manufacturing, supply chain, and personnel. These investments are intended to support future growth; however, they may require significant capital and may not result in expected returns.

In addition, we intend to expand and refine our product offerings, including through improvements to existing products and the development of new products. There can be no assurance that such products will be successfully developed or achieve market acceptance.

Products

Our principal products include:

Customers and Distributors

Our products are distributed through retail, e-commerce, and other channels across the United States and internationally. We continue to focus on expanding our relationships with existing customers and establishing relationships with new customers both domestically and abroad.

Our distribution footprint includes major retailers and e-commerce platforms. Our ability to maintain and expand distribution depends on factors such as product performance, pricing, supply reliability, and competition.

Supply Chain

Sourcing and Suppliers

We source key ingredients, including pea protein, flour, and oils, from third-party suppliers. We have established relationships with multiple suppliers for our principal raw materials, which we believe enhances the resilience of our supply chain.

We continue to expand our supply chain to ensure the certainty of supply of the highest quality raw materials that meet our requirements for quality.

We procure our raw materials primarily on a purchase order basis and seek to maintain sourcing flexibility across our supplier base. We periodically evaluate and qualify additional suppliers to support our operational requirements and product specifications

Manufacturing

We own our manufacturing facility located in Saluda, South Carolina, operated by our wholly-owned subsidiary, PGF. The advanced production facility is over 200,000 square feet. The facility is British Retail Consortium (“BRC”) AA+ rated food- grade facility certified. Currently, there are four fully automated cup and pillow production lines with advanced high-speed packaging machinery. There is the capacity to host six instant noodle production lines capable of producing 600 million meals per year. We believe our current facility is adequate to meet ongoing demand and is capable of hosting additional production lines to support our future ramp-up.

Food Safety and Quality Control

We utilize a comprehensive food safety and quality management program, which employs strict manufacturing procedures, expert technical knowledge of food safety science, employee training, ongoing process innovation, use of quality ingredients, and both internal and independent auditing.

Our Saluda, South Carolina facility has a Food Safety Plan (“FSP”) that focuses on preventing food safety risks and is compliant with the requirements set forth under the Food Safety Modernization Act or (“FSMA”). In addition, our facility has at least one Preventive Controls Qualified Individual who has successfully completed training in the development and application of risk-based preventive controls at least equivalent to that received under a standardized curriculum recognized by the U.S Food and Drug Administration (“FDA”).

Our manufacturing site and suppliers comply with the Global Food Safety Initiative. Our manufacturing site is certified against a standard recognized by BRC AA+. These standards are integrated food safety and quality management protocols designed specifically for the food sector and offer a comprehensive methodology to manage food safety and quality. Certification provides an independent and external validation that a product, process or service complies with applicable regulations and standards.

In addition to third-party inspections of our facility, we have instituted audits to address topics such as allergen control; ingredient, packaging, and product specifications; and sanitation. Under FSMA, our manufacturing facility is required to have an FSP and a Hazard Analysis Critical Control Plant plan that identifies critical pathways for contaminants and mandates control measures that must be used to prevent, eliminate, or reduce relevant food-borne hazards.

Distribution

Distribution of our products occurs from our in-house manufacturing facilities in Saluda, South Carolina. The 75,000 square feet facility has the capacity to store over 150 truckloads of finished goods, ideal for supplying large national retailers. The facility is strategically located near rail, intermodal, and port distribution hubs. Our products are transferred by third-party logistics providers to distribution centers or are directly shipped to the customer. At present, we do not utilize internal software to track loads but leverage the systems of our transportation partners to manage our supply chain through retail distribution.

Sales and Marketing and Consumer Outreach

Sales

We maintain a hybrid sales organization that combines internal account management with third-party sales agencies, brokers, distributors and food service relationships. This structure supports sales across retail, e-commerce, institutional and other channels in the United States and selected international markets. Our third-party partners provide account coverage, retail execution support, syndicated data resources and planogram merchandising support, while our internal team focuses on strategic account management, customer development, channel support and key account relationships.

Marketing

Our marketing strategy is designed to build awareness, trial and repeat purchase across a portfolio of convenient, better-for-you noodle products positioned at different price points and for different consumer occasions. We market our brands through a mix of digital content, paid media, retail support, public relations, influencer collaborations and brand partnerships. Our efforts are intended to support consumer pull and sell-through, and supporting retail trade, while aligning marketing investment with our evolving channel mix and product portfolio.

Marketing Activities

Competition

We operate in a highly competitive food category. Our products compete with traditional instant noodle brands, private label offerings, plant-based and protein-focused products, and other convenient meal solutions that address similar consumer needs, including taste, nutrition, convenience and value.

Competition varies by brand, channel, price point and consumer occasion. We also compete with companies that have introduced or are introducing nutritionally enhanced or high-protein noodle products.

Many of our competitors have greater financial, marketing, manufacturing and distribution resources, as well as broader product portfolios, more established customer relationships and greater brand recognition. As a result, we may face pricing pressure, increased promotional activity and competition for shelf space, distribution and consumer attention.

Employees

As of December 31, 2025, we had 140 full-time employees, including 117 in manufacturing operations (including 36 agency employees), one in research and development, nine in sales and marketing, two in human resources, five in finance, two in legal and four in administration. Our employees are all employees at will and are not subject to any collective bargaining agreements.

Intellectual Property

We own trademarks, trademark applications, registrations, and other proprietary rights that are important to our business. Depending upon the jurisdiction, trademarks, and their corresponding registrations are valid if they are used in the regular course of trade and/or their registrations are properly maintained. Borealis Foods’ primary trademarks include the “Chef Woo”, “Ramen Express”, and “Woodles”.

We aggressively protect our intellectual property rights by relying on trademark, copyright, trade dress, and trade secret laws. We own several domain names.

We do not have any issued patents but have two patent applications pending.

We consider our marketing and products as a trade secret and thus, keep this information confidential. In addition, we consider proprietary information related to formulas, processes, know-how, and methods used in production and manufacturing as trade secrets. We believe we have taken reasonable measures to keep the aforementioned items reasonably protected, and they are, accordingly, not readily ascertainable by the public.

Seasonality

We have generally experienced in the past, and expect to continue to experience, seasonal fluctuations in our retail sales as a result of consumer and customer spending patterns. Historically, the months of August to September and January to March result in the greatest retail sales due to back-to-school purchasing in the fall and renewed consumer focus on healthy living following New Year’s Day. We believe these consumer spending patterns are driven primarily by the predisposition of consumers to adjust their approach to nutrition at certain times of the year. We are unique in that our innovative technology allows us to tailor our products to specific nutritional needs allowing us to potentially access alternative distribution channels e.g., NGOs and government programs. Over time, these potential additional distribution channels should help reduce the seasonal fluctuations in our retail sales.

Government Regulation

Along with our brokers, distributors, ingredients, and packaging suppliers, we are subject to extensive laws and regulations in the U.S. by federal, state, and local government authorities. In the United States, the primary federal agencies governing the manufacturing, distribution, labeling, and advertising of our products are the FDA, and the U.S. Federal Trade Commission (or “FTC”). Under various federal statutes and implementing regulations, these agencies, among other things, prescribe the requirements and establish the standards for quality and safety and regulate our product composition, manufacturing, labeling, and other marketing and advertising to consumers. Among other things, the facility in which our products and ingredients are manufactured must register with the FDA, comply with current good manufacturing practices (or “cGMPs”), and comply with a range of food safety requirements established by and implemented under the Food Safety Modernization Act of 2011. The FDA has the authority to inspect our facility to evaluate compliance with these requirements. The FDA also requires that certain nutrition and product information appear on our product labels and, more generally, that our labels and labeling be truthful and non-misleading. Similarly, the FTC requires that our marketing and advertising be truthful, non-misleading, and not deceptive to consumers. We are also restricted from making certain types of claims about our products, including nutrient content claims, health claims, and claims regarding the effects of our products on any structure or function of the body, whether express or implied unless we satisfy certain regulatory requirements.

Available Information

Our website address is www.borealisfoods.com. The contents of, or information accessible through, our website are not incorporated by reference herein and are not a part of this Annual Report. We make our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8- K and all amendments to those reports, as well as beneficial ownership filings available free of charge on our website under the “Investors,” “Financials” section as soon as reasonably practicable after we file such reports with, or furnish such reports to, the SEC.

We may use our website as a distribution channel of material information about us. Financial and other important information about us is routinely posted on and accessible through the Investors section of our website at www.investors.borealisfoods.com/overview/default.aspx.