BRLS · Borealis Foods Inc.

On April 27, 2026, Oxus Capital PTE. LTD. ("Oxus Capital") entered into a Conversion Agreement (the "Conversion Agreement") with Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., PGF Real Estate II, Inc. (together, the "Company"), Borealis Foods Inc., Borealis IP Inc., and Palmetto Gourmet Foods (Canada) Inc., as guarantors, Z Ventures Inc. and Zagros Alpine Capital. Pursuant to the Conversion Agreement, if the Company does not consummate one or more equity financings resulting in gross proceeds of at least $70,000,000 at a per share price of $9.00 on or before July 1, 2026 (the "Equity Raise Deadline"), the indebtedness owed to Oxus Capital by the Company in the aggregate amount of approximately $11.1 million will automatically convert into common shares of the Issuer at a conversion price equal to the Fair Market Value (as defined in the Conversion Agreement).

The Common Shares issuable to Oxus Capital upon automatic conversion of the Indebtedness pursuant to the Conversion Agreement are not included in the beneficial ownership figures reported herein. As of the date of this Form 4, the actual number of shares issuable upon conversion cannot be determined because the conversion price is equal to the volume weighted average closing price of the Issuer's common shares on the Nasdaq Stock Market for the twenty (20) consecutive trading days ending on and including the trading day immediately preceding the Equity Raise Deadline, as reported by Bloomberg L.P., which price has not yet been determined. The Reporting Persons will file a Form 4 as required to reflect the final number of Conversion Shares that will be issued upon conversion following the definitive calculation of the conversion price.

The conversion right was acquired pursuant to the Conversion Agreement in connection with the pre-existing indebtedness owed by the Company to Oxus Capital. No separate consideration was paid by Oxus Capital for the conversion right, which was granted as part of the transactions contemplated by the Conversion Agreement.

This Form 4 is being filed jointly by each of (i) Oxus Capital with respect to the securities directly held by Oxus Capital; and (ii) Kenges Rakishev, who is the controlling shareholder of Oxus Capital. Mr. Rakishev may be deemed to have beneficial ownership of the securities directly held by Oxus Capital. Mr. Rakishev disclaims any beneficial ownership of the shares held by Oxus Capital, except to the extent of his pecuniary interest therein.

On December 5, 2025, the Reporting Person entered into a Pledge and Escrow Agreement with EarlyBirdCapital, Inc. ("EBC") and Continental Stock Transfer & Trust Company pursuant to which the Reporting Person agreed to pledge 500,000 Class A Common Shares (the "Shares") of Borealis Foods Inc. (the "Company") to secure indebtedness of the company owed to EBC. Upon the Company's default under the promissory note described in footnote 2, the Shares were transferred to EBC on January 12, 2026 in partial satisfaction of such indebtedness.

The Reporting Person pledged 500,000 Class A Common Shares of the Company to secure payment of indebtedness of the Company in the principal amount of $1,980,000 under that certain promissory note, dated February 7, 2024, as amended on April 15, 2025, June 30, 2025, and December 5, 2025.

Zagros directly owns the reported shares. Mr. Soltanzadeh is the President of Zagros. Leila Rasoulian is the spouse of Mr. Soltanzadeh. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to share beneficial ownership of all the shares held by Zagros. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to have joint voting and dispositive power over the shares held by Zagros.

On December 5, 2025, the Reporting Person entered into a Pledge and Escrow Agreement with EarlyBirdCapital, Inc. ("EBC") and Continental Stock Transfer & Trust Company pursuant to which the Reporting Person agreed to pledge 500,000 Class A Common Shares (the "Shares") of Borealis Foods Inc. (the "Company") to secure indebtedness of the company owed to EBC. Upon the Company's default under the promissory note described in footnote 2, the Shares were transferred to EBC on January 12, 2026 in partial satisfaction of such indebtedness.

The Reporting Person pledged 500,000 Class A Common Shares of the Company to secure payment of indebtedness of the Company in the principal amount of $1,980,000 under that certain promissory note, dated February 7, 2024, as amended on April 15, 2025, June 30, 2025, and December 5, 2025.

Represents a grant of performance-based restricted stock under the Company's Equity Incentive Plan. 10,000 of the granted restricted stock units vested on May 27, 2025.

Represents a grant of performance-based restricted stock under the Company's Equity Incentive Plan. 12,500 of the granted restricted stock units vested on May 27, 2025. 2,500 restricted stock units will vest on August 6, 2025, November 6, 2025, and February 6, 2026, respectively.

Consists of (i) 3,218,056 shares of common shares and (ii) 7,500 unvested restricted stock units.

Represents a grant of performance-based restricted stock under the Company's Equity Incentive Plan. 12,500 of the granted restricted stock units vested on May 27, 2025. 2,500 restricted stock units will vest on August 6, 2025, November 6, 2025, and February 6, 2026, respectively.

Consists of (i) 62,500 shares of common shares and (ii) 7,500 unvested restricted stock units.

Represents a grant of performance-based restricted stock under the Company's Equity Incentive Plan. 12,500 of the granted restricted stock units vested on May 27, 2025. 2,500 restricted stock units will vest on August 6, 2025, November 6, 2025, and February 6, 2026, respectively.

Consists of (i) 12,500 shares of common shares and (ii) 7,500 unvested restricted stock units.

Represents a grant of performance-based restricted stock under the Company's Equity Incentive Plan. 12,500 of the granted restricted stock units vested on May 27, 2025. 2,500 restricted stock units will vest on August 6, 2025, November 6, 2025, and February 6, 2026, respectively.

Consists of (i) 14,500 shares of common shares and (ii) 7,500 unvested restricted stock units.

Represents securities transferred to Kanat Mynzhanov for no consideration from Oxus Capital PTE. LTD ("Oxus Capital") pursuant to an incentive agreement between Oxus Capital and Kanat Mynzhanov., dated as of September 22, 2023.

This amendment is being filed to add Kenges Rakishev, who is a controlling shareholder of Oxus Capital, as a reporting person and to reflect his indirect beneficial ownership of the securities previously reported herein. This amendment does not report any new transaction or otherwise modify the transactions previously reported, except to reflect Mr. Rakishev as an additional reporting person. Mr. Rakishev disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

Represents securities transferred to the Reporting Person for no consideration from Oxus Capital PTE. LTD. pursuant to an incentive agreement between the Reporting Person and Oxus Capital PTE. LTD., dated as of September 22, 2023. The Reporting Person owns a membership interest in Oxus Capital PTE. LTD., which directly owns shares of the Issuer's Class A common shares and, as a result thereof, the Reporting Person also holds an indirect pecuniary interest in certain of the securities held by the Issuer.