Borealis Foods Inc.

Filing Date

May 29, 2026

Transaction Date

Apr 27, 2024

Accession Number

0001213900-26-062389

Form Type

4

Footnotes

1. (F1)On April 27, 2026, Oxus Capital PTE. LTD. ("Oxus Capital") entered into a Conversion Agreement (the "Conversion Agreement") with Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., PGF Real Estate II, Inc. (together, the "Company"), Borealis Foods Inc., Borealis IP Inc., and Palmetto Gourmet Foods (Canada) Inc., as guarantors, Z Ventures Inc. and Zagros Alpine Capital. Pursuant to the Conversion Agreement, if the Company does not consummate one or more equity financings resulting in gross proceeds of at least $70,000,000 at a per share price of $9.00 on or before July 1, 2026 (the "Equity Raise Deadline"), the indebtedness owed to Oxus Capital by the Company in the aggregate amount of approximately $11.1 million will automatically convert into common shares of the Issuer at a conversion price equal to the Fair Market Value (as defined in the Conversion Agreement).
2. (F2)The Common Shares issuable to Oxus Capital upon automatic conversion of the Indebtedness pursuant to the Conversion Agreement are not included in the beneficial ownership figures reported herein. As of the date of this Form 4, the actual number of shares issuable upon conversion cannot be determined because the conversion price is equal to the volume weighted average closing price of the Issuer's common shares on the Nasdaq Stock Market for the twenty (20) consecutive trading days ending on and including the trading day immediately preceding the Equity Raise Deadline, as reported by Bloomberg L.P., which price has not yet been determined. The Reporting Persons will file a Form 4 as required to reflect the final number of Conversion Shares that will be issued upon conversion following the definitive calculation of the conversion price.
3. (F3)The conversion right was acquired pursuant to the Conversion Agreement in connection with the pre-existing indebtedness owed by the Company to Oxus Capital. No separate consideration was paid by Oxus Capital for the conversion right, which was granted as part of the transactions contemplated by the Conversion Agreement.
4. (F4)This Form 4 is being filed jointly by each of (i) Oxus Capital with respect to the securities directly held by Oxus Capital; and (ii) Kenges Rakishev, who is the controlling shareholder of Oxus Capital. Mr. Rakishev may be deemed to have beneficial ownership of the securities directly held by Oxus Capital. Mr. Rakishev disclaims any beneficial ownership of the shares held by Oxus Capital, except to the extent of his pecuniary interest therein.