Form 8-K

8-K — Borealis Foods Inc.

Accession: 0001213900-26-045167

Filed: 2026-04-17

Period: 2026-04-13

CIK: 0001852973

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item: Financial Statements and Exhibits

Documents

8-K — ea0286758-8k_borealis.htm (Primary)

EX-99.1 — NOTICE OF FORBEARANCE DEFAULT, DATED APRIL 13, 2026, FROM FRONTWELL CAPITAL PARTNERS INC. TO BOREALIS FOODS INC (ea028675801ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 13, 2026

Date of Report (date of earliest event reported)

BOREALIS FOODS INC.

(Exact name of registrant as specified in its

charter)

Ontario

001-40778

98-1638988

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

1540 Cornwall Rd., Suite 104

Oakville, ON L6J 7W5

(Address of principal executive offices and

zip code)

(905) 278-2200

(Registrant's telephone number, including area

code)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares

BRLS

Nasdaq Capital Market

Warrants

BRLSW

Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company, indicate by

check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.04 Triggering Events That Accelerate or Increase a Direct

Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously disclosed, Borealis Foods Inc. (the “Company”),

together with its wholly owned subsidiaries party thereto (collectively with the Company, the “Loan Parties”), are

party to a Credit Agreement, dated as of August 10, 2023 (as amended, the “Credit Agreement”), with Frontwell Capital

Partners Inc. (the “Lender”). On March 27, 2026, the Loan Parties entered into a Forbearance and Amendment Agreement

(the “Forbearance Agreement”) with the Lender in connection with previously disclosed Events of Default under the Credit

Agreement. As previously disclosed, as of March 25, 2026, outstanding obligations under the Credit Agreement were at least $16,116,215.30,

exclusive of subsequently accrued interest, fees and expenses.

The Forbearance Agreement required that the Loan Parties comply with

certain milestones, including providing the Lender, by April 9, 2026, with a written plan, in form and substance satisfactory to the Lender

in its sole discretion, for generating sufficient proceeds to fully repay the Loan Parties' outstanding obligations under the Credit Agreement.

On April 13, 2026, the Company received a letter (the “Default

Notice”) from counsel to the Lender stating that the Loan Parties had failed to satisfy the April 9, 2026 milestone. While the

Lender acknowledged that the Loan Parties provided certain term sheets, the Lender determined that the materials did not constitute a

satisfactory plan. The Loan Parties' failure to satisfy the milestone constitutes a Forbearance Default under the Forbearance Agreement,

which entitles the Lender to terminate the Forbearance Period and exercise all rights and remedies available under the Credit Agreement

and applicable law, including acceleration of the outstanding obligations. The Lender has not elected to terminate the Forbearance Period

at this time but has reserved all rights in respect of the Forbearance Default.

The Company is evaluating alternatives to address its outstanding obligations,

including potential refinancing, capital-raising and other strategic transactions. The Forbearance Period is scheduled to expire on April

27, 2026. There can be no assurance that the Company will obtain alternative financing or that the Lender will not elect to terminate

the Forbearance Period and exercise its remedies.

A copy of the Default Notice is filed as Exhibit 99.1 to this Current

Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements

within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking

statements include, but are not limited to, statements regarding the Company's expectations with respect to the Forbearance Agreement,

the Forbearance Period, the Lender's exercise of rights and remedies, the Company's ability to refinance or repay its obligations under

the Credit Agreement, the Company's ability to obtain alternative financing or consummate strategic transactions, and the Company's ability

to continue as a going concern. These statements are based on the Company's current expectations and beliefs and are subject to a number

of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Factors that may cause such differences include, but are not limited to: the risk that the Lender may terminate the Forbearance Period

and exercise remedies under the Credit Agreement; the risk that the Company may be unable to obtain alternative financing on acceptable

terms or at all; the risk that the Company may be unable to satisfy its obligations under the Credit Agreement; and other risks and uncertainties

set forth in the Company's filings with the Securities and Exchange Commission from time to time. The Company's filings with the SEC are

available at www.sec.gov. Investors should not place undue reliance on the Company's

forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances

after the date of this report, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits

(d): The following exhibits are being filed herewith:

Exhibit No.

Description

99.1

Notice of Forbearance Default, dated April 13, 2026, from Frontwell Capital Partners Inc. to Borealis Foods Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized on this 2nd day of April 2026.

BOREALIS FOODS INC.

Date: April 17, 2026

By:

/s/ Pouneh V. Rahimi

Pouneh V. Rahimi

Chief Legal Officer

EX-99.1 — NOTICE OF FORBEARANCE DEFAULT, DATED APRIL 13, 2026, FROM FRONTWELL CAPITAL PARTNERS INC. TO BOREALIS FOODS INC

EX-99.1

Filename: ea028675801ex99-1.htm · Sequence: 2

Exhibit 99.1

One

Arts Plaza, 1722 Routh Street, Suite 1500 | Dallas, TX 75201 | T 214.964.9500 | F 214.964.9501

Holland & Knight LLP | www.hklaw.com

Brian Smith

+1 214-964-9464

brian.smith@hklaw.com

VIA EMAIL

April 13, 2026

Borealis Foods Inc., et al.

c/o Nixon Peabody LLP

Exchange Place, 53 State Street

Boston, MA 02109-2835

Attention: Richard Pedone, Frank Hamblett

Email: rpedone@nixonpeabody.com, fhamblett@nixonpeabody.com

Re: Forbearance and Amendment Agreement, dated as of March 27,

2026 (the“Forbearance Agreement”)by and among Borealis Foods Inc., Palmetto Gourmet Foods, Inc., PGF Real Estate I,

Inc., PGF Real Estate II, Inc., Borealis IP Inc., and Palmetto Gourmet Foods (Canada) Inc. as “Forbearance Parties”

and Frontwell Capital Partners Inc (herein, “Lender” or “rontwell”).

Capitalized terms not otherwise

defined in this letter shall have the meanings assigned to such terms in the Forbearance Agreement.

As you are

aware, the Forbearance Agreement required that the Forbearance Parties comply with certain milestones identified on Schedule 7.3

of the Forbearance Agreement. The last such milestone required the Forbearance Parties to provide Frontwell, by April 9, 2026, with a

written plan, in form and substance satisfactory to Frontwell at its sole discretion, for generating sufficient proceeds to fully repay

the Forbearance Parties’ outstanding obligations to Frontwell. That written plan was required to, among other things, contain detailed

milestones for implementing such plan, from inception to closing.

The Forbearance

Parties’ failed to provide Frontwell with such a satisfactory plan by April 9, 2026. Although Frontwell acknowledges that the Forbearance

Parties attempted to provide Frontwell with certain term sheets in respect of such milestone, the Forbearance Parties nevertheless failed

to satisfy the milestone requirements because (i) the Forbearance Parties failed to provide a satisfactory, documented plan for satisfying

their obligations to Frontwell, (ii) the materials provided consisted largely of non-binding, unsigned term sheets (and one signed, non-binding

term sheet that itself was not sufficient to repay the outstanding obligations to Frontwell), and (iii) the materials provided were not

satisfactory to Frontwell.

THE FORBEARANCE PARTIES’

FAILURE TO SATISFY THE APRIL 9, 2026 MILESTONE CONSTITUTES A FORBEARANCE DEFAULT UNDER THE FORBEARANCE AGREEMENT. THAT FORBEARANCE DEFAULT

ENTITLES FRONTWELL TO TERMINATE THE FORBEARANCE PERIOD. ALTHOUGH FRONTWELL HAS NOT ELECTED TO TERMINATE THE FORBEARANCE PERIOD AT THIS

TIME, FRONTWELL RESERVES ALL RIGHTS AVAILABLE IN RESPECT OF THE OUTSTANDING FORBEARANCE DEFAULT AND RESERVES THE RIGHT TO TERMINATE THE

FORBEARANCE PERIOD AT ANY TIME IN THE FUTURE.

Frontwell also

reserves all of its rights, privileges, and remedies under the Credit Agreement, the Forbearance Agreement, each other Loan Document

and any other contract or instrument between Frontwell, on one hand and the Forbearance Parties, on the other hand, including all

rights and remedies referenced in the Credit Agreement and in the other Loan Documents that arise upon the occurrence of a Default

or an Event of Default (including, without limitation, the Events of Default acknowledged in the Forbearance Agreement), as well as

all other claims that may now exist or hereafter arise under applicable law, and all of the terms, provisions and conditions of the

Credit Agreement and each other Loan Document and any such other contract or instrument shall remain and continue in full force and

effect.

Nothing contained in

this letter, or any other communication among Frontwell or any Forbearance Party shall be construed as a waiver by Frontwell of any

covenant or provision of the Credit Agreement, the Forbearance Agreement, the other Loan Documents, or any other contract or

instrument among any Forbearance Party and Frontwell, or of any past, present or future violation of the Credit Agreement, the

Forbearance Agreement, any other Loan Document or any other related document, or of any similar future transaction, and the failure

of Frontwell at any time or times hereafter to require strict performance by the Forberance Parties of any provision thereof shall

not waive, affect or diminish any right of Frontwell to thereafter demand strict compliance therewith. Nothing contained in this

letter shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect

Frontwell’s right at any time to exercise any right, privilege or remedy in connection with the Credit Agreement, the

Forbearance Agreement, any other Loan Documents, or applicable law, whether on account any Default or Event of Default, or otherwise

(all of which rights are hereby expressly reserved by Frontwell), (ii) amend or alter any provision of the Credit Agreement, the

Forbearance Agreement, or any other Loan Documents or any other contract or instrument, (iii) constitute any course of dealing or

other basis for altering any obligation of any Forbearance Party under the Credit Agreement, the Forbearance Agreement, or any other

Loan Documents or any right, privilege or remedy of Frontwell under the Credit Agreement, the Forbearance Agreement, any other Loan

Documents, any other contract or instrument, or applicable law, or (iv) constitute any consent (deemed or express) by Frontwell to

any prior, existing or future violations of the Credit Agreement, the Forbearance Agreement, any other Loan Document or any other

related document, including, without limitation, any Default or Event of Default. There are no oral agreements among Frontwell and

the Forbearance Parties, and no prior or future discussions or representations regarding the subject matter hereof shall constitute

a waiver of any past, present or future violation, including, without limitation, any Default or Event of Default. Time is of the

essence with respect to all matters referred to herein.

Cc:

Borealis Foods Inc.

Palmetto Gourmet Foods, Inc.

PGF

Real Estate I, Inc.

PGF Real Estate II, Inc.

Borealis

IP Inc.

Palmetto Gourmet Foods (Canada) Inc.

1540 Cornwall Road, Suite 104

Oakville, ON L6J 7W5

Attention: Reza Soltanzadeh, Pouneh Rahimi

Email: rs@palmettogf.com, prahimi@palmettogf.com

/s/ Brian Smith

Brian Smith

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