Borealis Foods Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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Item 1.01 Enty into a Material Definitive Agreement.
On December 30, 2024, Borealis Foods Inc. (the “Company”) and Oxus Capital PTE LTD. entered into a First Amendment, dated as of December 30, 2024 (“First Amendment”), to that certain Promissory Note fully executed on February 7, 2024 (the “Oxus Promissory Note”). The First Amendment amends the Oxus Promissory Note to extend the date of maturity from February 7, 2025, to February 7, 2026.
On December 30, 2024, the Company and Roya Foods, Inc. entered into a Second Amendment, dated as of December 30, 2024 (the “Second Amendment” and, together with the First Amendment, the “Amendments”), to that certain Promissory Note fully executed on April 17, 2023 (the “Roya Promissory Note”). The Second Amendment amends the Roya Promissory Note to extend the date of maturity from December 31, 2024, to December 31, 2025.
A copy of the First Amendment is attached as Exhibit 10.1 and the Second Amendment is attached as Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Amendments.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Director Departure
On January 3, 2025, Kanat Mynzhanov provided notice of his decision to resign from the Board of Directors (the “Board”) of Borealis Foods Inc. to focus on his ongoing responsibilities as CEO of Tavia Acquisition Corp. Mr. Mynzhanov’s resignation is effective as of February 1, 2025, and did not result from any disagreement with the Company concerning any matter relating to the Company’s operations, polices, or practices.
Item 9.01 Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | First Amendment to Promissory Note, dated December 30, 2024, by and between Borealis Foods Inc. and Oxus Capital PTE LTD. | |
| 10.2 | Second Amendment to Promissory Note dated December 30, 2024, by and between Borealis Foods Inc. and Roya Foods, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| BOREALIS FOODS INC. | ||
| Date: January 6, 2025 | By | /s/ Reza Soltanzadeh |
| Reza Soltanzadeh | ||
| Chief Executive Officer | ||
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