Borealis Foods Inc.

Disclosure of Information That Would Have Been Required to Be Reported on Form 8-K

During the fiscal quarter ended December 31, 2025, the following events occurred that should have been or may have been required to be reported by the Company on a Current Report on Form 8-K but were not so reported on a timely basis:

Issuance of Promissory Notes. On November 19, 2025, the Company issued promissory notes in the aggregate principal amount of approximately $4.5 million to Z Ventures Inc. and Barthelemy Helg, each of whom is a related party, and a promissory note in the principal amount of $3.5 million to Oxus Capital PTE Ltd., a beneficial owner of more than 5% of the Company’s outstanding Common Shares. Each of the related party notes bears interest at 10% per annum. The notes were issued to fund working capital needs of the Company. For additional information regarding these notes, see Item 13, “Certain Relationships and Related Transactions, and Director Independence — Our Relationship with Reza Soltanzadeh, Barthelemy Helg, Z Ventures, Zagros Alpine Capital ULC, and Oxus Capital PTE Ltd.” The forms of promissory note used in connection with these issuances are filed as Exhibits 10.4 and 10.5 to this Annual Report.

Issuance of Warrant to EarlyBirdCapital, Inc. On November 19, 2025, the Company issued a warrant to EarlyBirdCapital, Inc. to purchase 250,000 Common Shares at an exercise price of $2.50 per share, expiring November 19, 2028, in connection with the extension of a promissory note originally issued in connection with the closing of the Company’s business combination transaction on February 7, 2024. The warrant was issued in a private placement transaction in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The warrant is filed as Exhibit 4.3 to this Annual Report.

EarlyBirdCapital Escrow Shares. In November 2025, in connection with the extension of the EarlyBirdCapital, Inc. promissory note described above, each of Mr. Helg and Mr. Soltanzadeh (through Zagros Alpine Capital ULC) provided 500,000 Common Shares as collateral for the Company’s obligations under the note. The shares were placed into escrow with Continental Stock Transfer & Trust Company. For additional information, see Item 13, “Certain Relationships and Related Transactions, and Director Independence — EarlyBirdCapital Escrow Shares.”

The Company has implemented enhanced procedures and is engaging additional resources to assist with the timely identification and reporting of events that may give rise to Form 8-K reporting obligations. See Item 9.A, “Controls and Procedures,” for additional information regarding the Company’s identified material weakness in internal control over financial reporting and the Company’s remediation efforts.

Insider Trading Arrangements

During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).