BRLS 8-K
Borealis Foods Inc. (BRLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Borealis Foods Inc. (the “Company”) is a party to that certain Credit Agreement, dated as of August 10, 2023 (as the same has been amended, supplemented or otherwise modified, from time to time, prior to the date hereof, the “Credit Agreement”) by and among the Company, certain subsidiaries of the Company (together with the Company, the “Loan Parties”) and Frontwell Capital Partners Inc. (the “Lender”), pursuant to which, the Lender has (a) made certain term loans (the “Term Loans”) to certain of such subsidiaries of the Company (collectively, the “Borrowers”) in the aggregate principal amount of USD $15,000,000 and (b) agreed to make, from time to time, certain revolving loans (the “Revolving Loans”) to the Borrowers in the aggregate principal amount of up to USD $10,000,000, subject to the terms and conditions contained therein. All capitalized terms not defined herein but defined in the Credit Agreement shall have the meanings given to such terms in the Credit Agreement.
On November 13, 2025, the Loan Parties received from the Lender a notice in which among other things, the Lender asserted that multiple Events of Default have occurred and are continuing under the Credit Agreement, including, among other things, the alleged failures by the Borrowers (a) to maintain required Excess Availability, (b) to timely cure and eliminate over advances under the Revolving Loans, (c) to deliver to the Lender certain required financial reporting, and (d) to comply with the Lender’s requests for additional records and information (which the notice states is itself an independent Event of Default).
This notice further states that, as a result of these asserted Events of Default, the Lender has imposed cash dominion over certain deposit accounts of the Borrowers and that the Lender has no obligation to honor further requests to make Revolving Loans, with any future advances to be made in the Lender’s sole discretion. The notice reserves the Lender’s rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, including rights to accelerate obligations, terminate commitments, and exercise other remedies under the Loan Documents.
As of the date of this filing, the Lender has not accelerated the obligations of the Loan Parties under the Credit Agreement and other Loan Documents. The Loan Parties are reviewing the notice and the matters described therein, including the rights, obligations and potential defenses of the Loan Parties under the Credit Agreement and the other Loan Documents. The Loan Parties are also evaluating the implications of these asserted Events of Default, cash dominion, and limitations on further borrowing for its liquidity, financial condition, and operations, and is in discussions with its legal and financial advisors. The Company will provide additional disclosure if and when it determines that further disclosure is required or appropriate under applicable securities laws.
Item 8.01 Other Events
A copy of the notice from the Lender, dated November 12, 2025, to the Loan Parties is attached as Exhibit 99.1 hereto and is incorporated by reference into this Current Report on Form 8-K. Subsequent to October 21, 2025, the Borrowers have made significant payments on the Revolving Loans. As of November 19, 2025, the outstanding balance of the Revolving Loans was reduced from $10,232,974 to $3,553,080, bringing the Borrowers within the requirements of its Borrowing Base under the Credit Agreement. The Borrowers have provided the requested financial reporting and other materials to the Lender and continue to work collaboratively to maintain a constructive working relationship. The notice is being furnished to provide investors with information regarding the notice received by the Company and the matters described above. The information furnished under Item 2.04 and Item 8.01 of this Form 8-K, including Exhibit 99.1, is being provided solely to update investors about the events described and is not an admission of liability or wrongdoing by the Company.
Item 9.01 Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Notice from Frontwell Capital Partners Inc. to Borealis Foods Inc. and certain subsidiaries, dated November 12, 2025. | |
| 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 19 day of November, 2025.
| BOREALIS FOODS INC. | ||
| By | /s/ Pouneh Rahimi | |
| Date: November 19, 2025 | Pouneh V. Rahimi | |
| Chief Legal Officer | ||
Exhibit 99.1
Holland & Knight
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
VIA EMAIL AND OVERNIGHT COURIER
November 12, 2025
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: [email protected], [email protected]
Re: Credit Agreement dated as of August 10, 2023 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 “Loan Parties” and Frontwell Capital Partners Inc., as “Lender” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms not otherwise defined in this letter shall have the meanings assigned to such terms in the Credit Agreement.
Mr. Soltanzadeh and Ms. Rahimi:
My firm represents Frontwell Capital Partners Inc. (“Lender”) in connection with the Credit Agreement referenced above. As you are aware, and as my client has previously advised you on multiple occasions, multiple Events of Default have occurred, including Events of Default related to the failure to maintain the requisite levels of Excess Availability required under the Credit Agreement, the failure to timely repay and eliminate any overadvances as required under the Credit Agreement, and the failure to provide all financial reporting required under the Credit Agreement. Although my client has provided multiple notices of such of non-compliance, many such Events of Default have continued to date, including, without limitation, the Borrowers’ failure to maintain Excess Availability of at least $4,375,000 (presently, we understand that the Borrowers’ Excess Availability may only be approximately $501,000, well below the required threshold) and the Borrowers’ failure (since August, 2024) to timely remit Compliance Certificates in connection with the delivery of required financial reporting pursuant the Credit agreement.
Of course, my client is troubled by the continued non-compliance with the Credit Agreement and reserves all rights and remedies available as a result of such continued non-compliance. We understand that the Borrowers’ project to have ongoing needs for new liquidity. In light of such liquidity needs and outstanding non-compliance, my client has requested that the Loan Parties provide further detail regarding their future business plans and strategies to address future capital needs. However, to date, the Loan Parties have provided little (and insufficient) detail regarding how they intend to address and improve liquidity and financial performance, notwithstanding my client having requested this information for more than 2 weeks.
The Credit Agreement provides that the Borrowers are required to comply with Lender requests for additional records and information relating to the Borrowers’ business and financial performance and provide the Lender with access to the Borrowers’ accountants, officers, and other representatives for purposes of conducting such examination. Failure to comply with the Lender’s requests for additional financial information is itself an independent Event of Default under the Credit Agreement, and my client reserves all rights available if the Borrowers continue to fail to comply with the Lender’s requests for additional information regarding the Borrowers and their future financial performance.
Indeed, as a result of the continued Events of Default, my client elected to exercise its right to impose cash dominion with respect to the Borrowers’ deposit accounts. Although Frontwell is willing to continue to work collaboratively with the Loan Parties regarding their outstanding non-compliance, without having reliable financial projections, and competent personnel available to prepare and execute on such projections, it will be difficult, if not impossible, to productively engage in such negotiations. Frontwell cannot engage in productive, further negotiations regarding the outstanding Events of Default unless and until it receives further, reliable financial information regarding the Loan Parties, as required by the Credit Agreement.
Frontwell has repeatedly informed the Loan Parties that for Frontwell to engage in further negotiations concerning the Credit Agreement (including any potential forbearance agreement or other relief that the Loan Parties have requested), the Borrowers must install a competent, qualified financial advisor that will be able to help to address their operational and liquidity issues. Although Frontwell presented the Borrowers with the name of a competent, qualified firm (VRS Restructuring Services) that would be able to assist the Loan Parties with their concerns, the Borrowers did not act on that request and instead engaged another firm, Richter, without consultation or discussion with Frontwell, and before Frontwell could perform any diligence regarding Richter’s competence or qualifications to assist with this matter.
The qualification and competence of any advisory firm that will assist the Borrowers with navigating their outstanding restructuring is extremely important to my client. Thus, before any further negotiations regarding the Credit Agreement (including negotiations regarding any requested forbearance or other accommodations), my client must receive further detail regarding both (a) why the Loan Parties did not select VRS to assist with this engagement, and (b) the qualifications and terms of Richer’s engagement (including the names and qualifications of the Richter personnel that will assist the Borrowers, the terms of and pricing of the services to be furnished by Richter, a copy of the Richter engagement letter, and other materials requested by Frontwell), in order to allow Frontwell to make a meaningful assessment of the professionals that will be assisting the Borrowers during their operational restructuring. The receipt of this information is a crucial prerequisite to Frontwell entertaining any further requests for financial accommodations or other relief concerning the Credit Agreement (including any forbearance agreement requested by the Borrowers).
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As my client has previously informed the Loan Parties, as a result of the outstanding Events of Default, my client has no obligation to honor any further requests for Revolving Loans, and any further Revolving Loans will not be extended unless Frontwell in its sole discretion elects to extend further Revolving Loans. This includes any requests for financial accommodations to pay fees for Richter, and unless and until the information requested above concerning the Borrowers’ financial advisor retention is provided to Frontwell’s satisfaction, Frontwell is not willing to entertain any further requests related to compensation for Richter or other unvetted advisors.
In order for any further negotiations to proceed, the Loan Parties must comply with their obligations under the Credit Agreement and promptly provide the Lender with all requested financial information. Without such information, my client may be left with little choice but to consider the pursuit of other remedies available as a result of the ongoing Events of Default. Of course, my client reserves all such available rights and remedies.
Nothing in this letter is intended to constitute, a waiver of any rights held by my Client with respect to the Credit Agreement and other Loan Documents, any modification of the Credit Agreement or any other Loan Document, or any course of dealing or other basis for altering any obligations of any Loan Party under the Credit Agreement or other Loan Documents.
Please contact me should you have any questions regarding the foregoing.
[Remainder of Page Intentionally Blank – Signature Page Follows]
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| /s/ Brian Smith | |
| Brian Smith |
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