Form 8-K

8-K — Borealis Foods Inc.

Accession: 0001213900-26-056637

Filed: 2026-05-14

Period: 2026-05-11

CIK: 0001852973

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0290820-8k_borealis.htm (Primary)

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8-K — CURRENT REPORT

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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

May 11, 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 5.02 – Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 11, 2026, Mr. Shiv Khemka resigned from the Board of Directors

(the “Board”) of the Company and from his positions as a member of the Audit Committee, Compensation Committee and Nominating

and Corporate Governance Committee of the Board. Mr. Khemka’s resignation was not the result of any disagreement with the Company

on any matter relating to the Company’s operations, policies or practices.

In connection with the appointments described below, the Board also

increased the size of the Board from seven to eight directors.

Also on May 11, 2026, the Board appointed Zaure Algaziyeva and Pavel

Mynzhanov to serve as directors of the Company until the next annual meeting of shareholders or until their respective successors are

duly elected or appointed. The appointments were made pursuant to the terms of the Credit Agreement entered into between the Company and

Oxus Capital PTE Ltd., dated April 27, 2026, which was previously disclosed by the Company in a Current Report on Form 8-K filed with

the Securities and Exchange Commission on May 1, 2026.

The Board has determined that Ms. Algaziyeva qualifies as an independent

director under the applicable rules of The Nasdaq Stock Market LLC. Ms. Algaziyeva was also appointed to serve as a member of each of

the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. Mr. Mynzhanov is a Director

of Oxus Capital PTE Ltd., the Company’s lender and a significant shareholder, and does not qualify as an independent director under

the applicable rules of The Nasdaq Stock Market LLC.

Biographical information for Ms. Algaziyveva and Mr. Mynzhanov is as

follows:

Zaure Algaziyeva is a senior executive and entrepreneur with over 20 years of experience across FMCG production, logistics, and

financial services. She has served as Deputy General Director of First Brewery LLP since 2007, where she oversees large-scale production

and distribution of beer and soft drinks. In parallel, she has been Director of Baza Brewery LLP since 2018, leading the development of

craft beverage production, and a Member of the Supervisory Board of Caravan Beverages Group LLP, contributing to strategic oversight of

import and distribution operations in the beverage sector. Her combined leadership roles reflect a strong track record in building vertically

integrated businesses across production, supply chain, and market distribution. Earlier in her career, Ms. Algaziyeva served as Chairman

of the Board of Directors of Senim Bank JSC from 2008 to 2013, where she led governance and strategic direction of the institution. She

began her professional career at Kazkommertsbank JSC in the International Institutions Department, focusing on international funding,

trade finance, securitization, and capital markets transactions, including IPO-related activities. Ms. Algaziyeva holds a degree

in International Economic Affairs from the Kazakh Academy of Management (Narxoz) and an MSc in Banking and Finance from Loughborough University

(UK). The Company believes that Ms. Algaziyeva’s extensive experience in FMCG production, logistics, banking, and international

finance qualifies her to contribute effectively to strategic business development and corporate governance.

Pavel Mynzhanov has served as Chief Executive Officer of Fincraft

Energy Holding Limited, an affiliate of Oxus Capital PTE. Ltd., since November 2025. Prior thereto, from December 2019 to January 2026,

Mr. Mynzhanov served as Vice President of Fincraft Group LLP, also an affiliate of Oxus Capital PTE. Ltd., where he was involved in investment

and corporate finance activities across multiple sectors. Since June 2022, Mr. Mynzhanov has served as a Director of Oxus Capital PTE.

Ltd., the Company’s lender and affiliate of the SPAC sponsor. The Company believes that Mr. Mynzhanov’s experience in investment

management, corporate finance and strategic business operations qualifies him to serve on the Company’s Board of Directors. Mr.

Mynzhanov received a Bachelor’s degree in Finance and Credit, Banking from the T. Ryskulov Kazakh Economic University in 2003 and

attended the International Academy of Business MBA program from 2003 to 2005.

Other than the arrangements contained in the Credit Agreement described

above, there are no arrangements or understandings between either Ms. Algaziyeva or Mr. Mynzhanov and any other persons pursuant to which

they were selected as directors, there are no arrangements or understandings between either Ms. Algaziyeva or Mr. Mynzhanov and any other

persons pursuant to which they were selected as directors. There are no family relationships between either Ms. Algaziyeva or Mr. Mynzhanov

and any director or executive officer of the Company. Mr. Mynzhanov serves as Chief Executive Officer of Fincraft Energy Holding Limited

and as a Director of Oxus Capital PTE Ltd. (“Oxus”). Fincraft Energy Holding Limited and Fincraft Group LLP (where Mr. Mynzhanov

previously served as Vice President) are affiliates of Oxus. Oxus is a party to the Credit Agreement and the Conversion Agreement with

the Company as previously disclosed in the Company’s Current Report on Form 8-K filed on May 1, 2026. Other than Mr. Mynzhanov’s

relationships with Oxus and its affiliates and the transactions described in such filing, neither Ms. Algaziyeva nor Mr. Mynzhanov has

any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

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

Exhibit No.

Description

10.1*

Credit Agreement between Borealis Foods Inc. and Oxus Capital Ptd Ltd. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 1, 2026)

104

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

* Previously filed.

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 14th day of May, 2026.

BOREALIS FOODS INC.

/s/ Pouneh V. Rahimi

Date: May 14, 2026

Pouneh V. Rahimi

Chief Legal Officer

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