UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01 Other Events.
On February 15, 2026, Borealis Foods Inc. (the “Company”), together with certain of its subsidiaries, entered into a commitment letter with a third-party lender providing for a proposed senior secured credit facility (the “Proposed Credit Facility”).
The Proposed Credit Facility is expected to consist of a senior secured term loan and a senior secured revolving credit facility, subject to the negotiation and execution of definitive credit documentation and the satisfaction of customary closing conditions. The Company intends to use the proceeds of the Proposed Credit Facility, if consummated, to refinance its existing credit facility with Frontwell Capital Partners Inc. and expects that the Proposed Credit Facility would provide additional liquidity and financing flexibility to support its ongoing operations and growth initiatives.
The commitment letter contains customary conditions precedent, representations, warranties, covenants and other provisions typical for a transaction of this nature. The commitment letter does not obligate the lender to fund the Proposed Credit Facility unless and until definitive documentation is executed and all conditions are satisfied or waived. There can be no assurance that the Proposed Credit Facility will be consummated on the terms contemplated or at all.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed refinancing and the Proposed Credit Facility. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including those described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.
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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 23rd day of February 2026.
| BOREALIS FOODS INC. | ||
| By | /s/ Pouneh V. Rahimi | |
| Date: February 23, 2026 | Pouneh V. Rahimi | |
| Chief Legal Officer | ||
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