Borealis Foods Inc.

Our Common Shares are traded on the Nasdaq under the symbol “BRLS” and our Warrants are traded on the Nasdaq under the symbol “BRLSW”.

Holders

As of April 15, 2025, there were 34 holders of record of our Common Shares and four holders of record of our Warrants based on information furnished by Continental Stock Transfer & Trust Company, the transfer agent for our securities.

Dividend Policy

We have no current plans to pay dividends on our Common Shares. Holders of our Common Shares do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution, or winding up of Borealis Foods, with respect to their Common Shares. The declaration, amount, and payment of any future dividends on our Common Shares is at the sole discretion of our Board, and we may reduce or discontinue entirely the payment of such dividends at any time. Our Board may take into account general and economic conditions, our business, financial condition, operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board may deem relevant.

Any financing arrangements that we enter into in the future may include restrictive covenants that limit our ability to pay dividends.

Since our formation in 2019, we have not paid any dividends to holders of our outstanding Common Shares.

Securities Authorized for Issuance Under Equity Compensation Plans

On September 3, 2024, we filed a Form S-8 for offers of Common Shares, issued to qualified officers, employees, non-employee directors and consultants, under Borealis Foods’ Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan initially makes available a maximum number of 1,125,869 Common Shares. The aggregate number of Common Shares that is (i) issued to an officer, director, 10% stockholder and anyone who possesses material non-public information because of his or her relationship with the company or with an officer, director or principal stockholder of the company (“Insiders”) under the Incentive Plan or any other proposed or established share compensation arrangement within any one- year period will not exceed 10% of the total issued and outstanding Common Shares subject to the Incentive Plan from time to time and (ii) issuable to a non-employee director under the Incentive Plan during any fiscal year of we may not have a “fair value” as of the date of grant, as determined in accordance with ASC Topic 718 (or any other applicable accounting guidance), that exceeds $300,000 in the aggregate.

Issuer Purchases of Equity Securities

Recent Sales of Unregistered Securities