Borealis Foods Inc 10-K for FY2024

Borealis Foods Inc. (BRLS)

10-K 2025-04-15 For: 2024-12-31

Added on April 07, 2026

About this 10-K

Borealis Foods Inc filed this 10-K on April 15, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $27.67M; down 7.7% from $29.98M a year earlier
Net loss: $25.33M; compared with a net loss of $27.48M a year earlier
Diluted EPS: -$1.25; compared with -$2.56 a year earlier

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1540 Cornwall Rd. #104 Oakville, Ontario, Canada						L6J 7W5
(Address of principal executive offices)						(Zip Code)


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒


Market and Industry Data		i
Cautionary Note Regarding Forward-looking Statements		ii

PART I
Item 1.	Business	1
Item 1.A.	Risk Factors	10
Item 1.B.	Unresolved Staff Comments	25
Item 1.C.	Cybersecurity	25
Item 2.	Properties	25
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosure	26
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	Reserved	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 7.A.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 8.	Financial Statements and Supplementary Data	40
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	40


Item 9.A.	Controls and Procedures	40
Item 9.B.	Other Information	41
Item 9.C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	41
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	42
Item 11.	Executive Compensation	42
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	42
Item 13.	Certain Relationships and Related Transactions and Director Independence	42
Item 14.	Principal Accountant Fees and Services	42
PART IV
Item 15	Exhibits and Financial Statements Schedules	44
Item 16	Form 10-K Summary	47
	Signatures	47


	Years Ended December 31,
	2024			2023			2024 vs 2023 Variance
	$		% of Revenues, net	$		% of Revenues, net	$		% of Prior Period
Revenues
Gross sales	29,100			31,377			(2,277)
Sales discounts & allowances	(1,431)		(5)%	(1,392)		(5)%	(39)		—%
Revenue, net	27,669			29,985			(2,316)
Cost of goods sold	23,156		84%	27,352		91%	(4,196)		(7)%
Depreciation	2,324		8%	3,937		13%	(1,613)		(5)%
Total cost of goods sold	25,480		92%	31,289		104%	(5,809)		(12)%
Gross profit (loss)	2,189		8%	(1,304)		(4)%	3,493		12%
Sales & marketing	5,733		21%	2,238		7%	3,495		14%
Business development	2,395		9%	819		3%	1,576		6%
Training	1,715		6%	2,727		9%	(1,012)		(3)%
General & administrative expenses	12,751		46%	12,861		43%	(110)		3%
Total sales, general & administrative expenses	22,594		82%	18,645		62%	3,949		20%
Loss from operations	(20,405)		(74)%	(19,949)		(67)%	(456)		(7)%
Total other expense	(5,057)		(18)%	(7,866)		(26)%	2,809		8%
Loss before income taxes	(25,462)		(92)%	(27,815)		(93)%	2,353		1%
Income tax benefit	135		—%	336		1%	(201)		(1)%
Net loss	$	(25,327)	(92)%	$	(27,479)	(92)%	$	2,152	—%

Other financial Data
Adjusted EBITDA	$	(4,822)	(17)%	$	(5,133)	(17)%	$	312	—%


	Payments due by period
	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
Contractual obligations and other commitments *	$	59,242	$	25,406	$	33,836	$	—	$	—


Description	Issue Date	Classification Exercise	Price		Expiration Date	Outstanding Shares	Exercisable Shares
Private Placement Warrants	9/13/2021	Equity	$	11.50	2/7/2029	9,300,000	9,300,000
Public Warrants	9/13/2021	Equity	$	11.50	2/7/2029	17,250,000	17,250,000
						26,550,000	26,550,000


Exhibit Number			Description
2.1*+			Business Combination Agreement, dated as of February 23, 2023, by and among Oxus Acquisition Corp., 1000397116 Ontario Inc., and Borealis Foods Inc. (incorporated by reference to Exhibit 2.1 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
2.2*+			Amendment No. 1 to the Business Combination Agreement, dated as of August 11, 2023, by and among Oxus Acquisition Corp., 1000397116 Ontario Inc., and Borealis Foods Inc. (incorporated by reference to Exhibit 2.2 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).


2.3*+			Amendment No. 2 to the Business Combination Agreement, dated as of January 11, 2024, by and among Oxus Acquisition Corp., 1000397116 Ontario Inc., and Borealis Foods Inc. (included as Annex A to this proxy statement/prospectus) (incorporated by reference to Exhibit 2.3 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on January 12, 2024).
2.4*+			Plan of Arrangement (Amended) (incorporated by reference on Exhibit 10.4 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).
3.1*			Form of New Borealis By-Laws (incorporated by reference to Exhibit 10.9 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
3.2*			Form of Borealis Articles of Continuance (incorporated by reference to Exhibit 10.8 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
4.1			Description of Registrant’s Securities
10.1*+			Form of Shareholder Support Agreement, dated as of February 23, 2023, by and among Oxus Acquisition Corp. and certain shareholders of Borealis Foods Inc. (incorporated by reference to Exhibit 10.10 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
10.2*+			Sponsor Support Agreement, dated as of February 23, 2023, by and among Oxus Acquisition Corp., Oxus Capital Pte. Ltd and Borealis Foods Inc. (incorporated by reference to Exhibit 10.11 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).


10.3*			Note Purchase Agreement, dated February 28, 2023, by and between Borealis Foods Inc. and Saule Algaziyeva (incorporated by reference to Exhibit 10.37 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).
10.4*			Note Purchase Agreement, dated February 8, 2023, by and between Borealis Foods Inc. and Belphar Ltd. (incorporated by reference to Exhibit 10.38 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).
10.5*			First Amendment to the Note Purchase Agreement, dated July 23, 2023 (incorporated by reference to Exhibit 10.41 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on November 13, 2023).
10.6*			Note Purchase Agreement, dated November 15, 2023, by and between Borealis Foods Inc. and Aman Murat Baikdamuly (incorporated herein by reference to Exhibit 10.8 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).
10.7*			Note Purchase Agreement, dated January 30, 2024, by and between Borealis Foods Inc. and GSS Overseas LTD. (incorporated herein by reference to Exhibit 10.9 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).
10.8*			Second Amended and Restated Promissory Note, dated October 2, 2023 (incorporated by reference to Exhibit 10.40 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).
10.9*			Third Amended and Restated Promissory Note, dated February 7, 2024 (incorporated herein by reference to Exhibit 10.11 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).
10.10*			Form of Board Nomination Agreement, by and between Borealis Foods, Inc. and Belphar Ltd. (incorporated by reference to Exhibit 10.42 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on January 5, 2024).
10.11*			Borealis Foods, Inc. Form of Equity Incentive Plan (incorporated herein by reference to Exhibit 3.4 of Borealis Foods Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on May 21, 2024).
14.1*			Borealis Foods Inc. Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14.1 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).
14.2*			Borealis Foods Inc. Executive Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.0 to Borealis Foods Inc.’s Annual Report on Form 10-K, filed with the SEC on April 15, 2024).
16.1*			Letter from Marcum LLP to the SEC, dated February 13, 2024 (incorporated herein by reference to Exhibit 16.1 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).
19.1			Borealis Foods Inc. Insider Trading Policy
23.1			Consent of Independent Registered Public Accounting Firm
31.1			Certification of Principal Executive Officer Pursuant to Rules 13A-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2			Certification of Principal Financial Officer Pursuant to Rules 13A-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*			Inline XBRL Instance Document.
101.SCH*			Inline XBRL Taxonomy Extension Schema Document.
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


+			Annexes, schedules, and exhibits to this Exhibit omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.


			Borealis Foods Inc.

			By:			/s/ Reza Soltanzadeh
						Reza Soltanzadeh
						Chief Executive Officer and Director


PART I. FINANCIAL INFORMATION			Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 52)			44

Financial Statements

Consolidated Balance Sheets as of December 31, 2024 and 2023			45

Consolidated Statements of Operations for the Year s Ended December 31, 2024 and 2023			46

Consolidated Statements of Changes in Shareholders' Deficit for the Year s Ended December 31, 2024 and 202 3			47

Consolidated Statements of Cash Flows for the Year s Ended December 31, 2024 and 2023			49

Notes to Consolidated Financial Statements			51


/s/ Berkowitz Pollack Brant, Advisors + CPAs

We have served as the Company’s auditor since 2022.

West Palm Beach, FL

April 15, 2025


	Years Ended December 31,
	2024		2023
Net cash (used in) provided by:
Operating Activities	$	(15,090)	$	(18,005)
Investing Activities	(1,907)		(4,466)
Financing Activities	10,034		24,940


*			Previously filed.


	December 31, 2024		December 31, 2023

Assets
Current Assets
Cash	$	652,965	$	7,615,630
Accounts receivable, net of allowance for credit losses of $247,653 as of December 31, 2024 and $224,433 as of December 31, 2023	1,965,748		1,775,756
Inventories, net	8,046,259		6,945,028
Prepaid expenses and other current assets	1,134,611		845,878
Total current assets	11,799,583		17,182,292

Property, plant and equipment, net	45,736,326		46,408,540
Intangible assets	319,307		—
Right - of-use asset, net	63,826		108,469
Goodwill	1,917,356		1,917,356
Other non-current assets	169,685		169,685
Total assets	$	60,006,083	$	65,786,342

Liabilities and Shareholders' (deficit)
Current liabilities:
Accounts payable and accrued expenses	$	11,529,803	$	10,887,730
Due to related parties	7,825,792		7,825,790

Convertible notes payable, current portion	—		47,300,000
Notes payable, current portion, net of capitalized loan costs	5,456,934		681,121
Operating lease payable, current portion	55,116		43,794
Finance leases payable, current portion	538,845		565,353
Total current liabilities	25,406,490		67,303,788
Due to related parties, net of current portion	7,601,661		—
Line of credit	7,600,000		—
Convertible notes payable, net of current portion	3,000,000		3,000,000
Notes payable, net of current portion	14,478,051		13,509,189
Operating lease payable, net of current portion	12,015		71,119
Finance leases payable, net of current portion	1,143,829		1,683,308
Deferred tax liability	1,459,923		1,566,233
Total liabilities	60,701,969		87,133,637

Shareholders' (deficit)
Common shares, no par value	—		—
Additional paid-in capital	90,096,688		44,118,081


	For the Years Ended
	December 31, 2024		December 31, 2023

Gross sales	$	29,100,391	$	31,377,045
Sales discounts & allowances	(1,431,497)		(1,392,077)
Revenue, net	27,668,894		29,984,968
Cost of goods sold	23,155,766		27,352,032


Depreciation and amortization	2,323,617		3,936,655
Total cost of goods sold	25,479,383		31,288,687
Gross profit (loss)	2,189,511		(1,303,719)





Total sales, general & administrative expenses	22,594,486		18,645,431

Loss from operations	(20,404,975)		(19,949,150)


Other income (expense):

South Carolina grant revenue	—		300,231
Loss on disposal of assets	—		(962,665)
Gain on foreign exchange rates	3,554		72,889
Interest expense	(5,060,678)		(7,276,583)
Total other expense	(5,057,124)		(7,866,128)
Loss before income taxes	(25,462,099)		(27,815,278)
Income tax benefit	134,901		336,031
Net loss	$	(25,327,198)	$	(27,479,247)


Loss per share from net loss
Basic	$	(1.25)	$	(2.56)
Diluted	$	(1.25)	$	(2.56)

Weighted average shares outstanding


Years Ended December 31, 2024 and 2023


	Class A Common Stock		Class B Common Stock		Class C Common Stock		Additional
	Number of	Common	Number of	Common	Number of	Common		Paid-In		Accumulated
	Shares	Stock	Shares	Stock	Shares	Stock		Capital		Deficit		Total

Balance at December 31, 2022	100,000,000	—	56,008,749	—	6,345,000	—		$	42,625,786	$	(37,986,129)	$	4,639,657
Expense related to stock
options (Note 9)	—	—	—	—	—	—		$	492,295	$	—	$	492,295
Issuance of Class B
common stock (Note 1)	—	—	1,109,025	—	—	—		$	1,000,000	$	—	$	1,000,000
Net loss	—	—	—	—	—	—		$	—	$	(27,479,247)	$	(27,479,247)
Balance at December 31, 2023	100,000,000	—	57,117,774	—	6,345,000	—		$	44,118,081	$	(65,465,376)	$	(21,347,295)
Expense related to stock
options (Note 9)	—	—	—	—	—	—		$	1,273,053	$	—	$	1,273,053
Convertible debt converted to equity from reverse recapitalization	—	—	—	—	—	—		$	54,991,472	$	—	$	54,991,472
Assumption of debt from reverse recapitalization	—	—	—	—	—	—		$	(10,285,918)	$	—	$	(10,285,918)
Conversion to Newco shares from reverse recapitalization (Note 1)	(78,621,110)	—	(57,117,774)	—	(6,345,000)	—		$	—	$	—	$	—
Net loss	—	—	—	—	—	—		$	—	$	(25,327,198)	$	(25,327,198)
Balance at December 31, 2024	21,378,890	—	—	—	—	—		$	90,096,688	$	(90,792,574)	$	(695,886)


Common shares, no par value, unlimited number of shares authorized (21,378,890 Issued and Outstanding)
Class B shares, no par value, unlimited number of shares authorized
Class C shares, no par value, unlimited number of shares authorized


Borealis Foods Inc. and Subsidiaries Consolidated Statements of Cash Flows
	Year Ended December 31, 2024		Year Ended December 31, 2023
Cash Flows from Operating Activities:
Net loss	$	(25,327,198)	$	(27,479,247)

Adjustment to reconcile net loss to net cash used in operating activities:
Loss on disposal of assets	—		962,665
Non-cash compensation expense related to stock options	1,273,053		492,295
Common stock issued to marketing representative	—		1,000,000
Depreciation and amortization	2,323,617		3,936,655
Amortization of loan costs	310,964		121,496
Provision for credit losses	23,220		111,050
Provision for inventory reserve	703,450		(11,367)
Deferred income taxes	(106,309)		(351,123)
Changes in operating assets and liabilities:
Accounts receivable	(213,212)		705,951
Inventories	(1,804,681)		(648,996)
Operating lease	(3,138)		6,444
Prepaid expenses and other	(288,734)		972,355
Accounts payable and accrued expenses	8,019,425		2,176,727
Net cash used in operating activities	(15,089,543)		(18,005,095)

Cash flows from investing activities
Proceeds from reverse capitalization	63,575		—
Purchases of intangible assets	(319,307)		—
Purchases of property, plant and equipment, net	(1,651,403)		(4,466,111)
Net cash used in investing activities	(1,907,135)		(4,466,111)

Cash flows from financing activities
Net payments to related parties	—		(500,000)
Proceeds from convertible notes payable	3,000,000		27,000,000
Payments on convertible notes payable	—		(4,500,000)
Proceeds from notes payable	—		15,000,000
Payments on loan fees	—		(931,186)
Payments on finance leases payable	(565,987)		(498,594)
Borrowings from line of credit	7,600,000		—
Payments on line of credit	—		(10,630,000)
Net cash provided by financing activities	10,034,013		24,940,220

Net change in cash	(6,962,665)		2,469,014
Cash, beginning of year	7,615,630		5,146,616

Cash, end of year	$	652,965	$	7,615,630

Supplemental cash flow data
Cash paid during the period for:
Interest	$	2,636,181	$	2,912,879
Income taxes	14,948		15,092

Non-cash investing and financing activities
Non-cash investing and financing activities
Conversion of notes payable into Class A shares (note 4)	$	(54,991,472)	$	—
Note payable supplier finance	2,747,833		—
Note payable accounted for as due to related party	7,601,661		—


Buildings and improvements			10-30 years
Furniture, fixtures and equipment			3-15 years


	December 31, 2024		December 31, 2023
Raw materials	$	6,712,529	$	5,190,811
Finished goods	2,225,813		1,942,850
Reserve for obsolete inventory	(892,083)		(188,633)
	$	8,046,259	$	6,945,028


	December 31, 2024		December 31, 2023
Building and improvements	$	10,110,188	$	10,108,917
Furniture, fixtures and equipment	48,517,228		42,594,605
Construction in progress	879,220		5,078,103
	59,506,636		57,781,625
Less: accumulated depreciation	(13,770,310)		(11,373,085)
	$	45,736,326	$	46,408,540


	2024		2023
Current:
United States	$	(14,948)	$	(15,092)
Foreign	43,540		—
	28,592		(15,092)
Deferred:
United States	(19,547,583)		(13,593,974)
Foreign	(2,590,119)		(1,218,393)
Valuation allowance for unrealizable net deferred tax assets	22,244,011		15,163,490
	106,309		351,123

Benefit (Provision) for income taxes	$	134,901	$	336,031


	2024		2023

Net operating losses carried forward	$	26,153,662	$	18,480,361
Other deferred tax assets	294,263		371,565
Deferred income tax assets	$	26,447,925	18,851,926

Property, plant and equipment	(5,663,837)		(5,254,669)
Deferred income tax liabilities	(5,663,837)		(5,254,669)

Valuation allowance for unrealizable net deferred tax assets	(22,244,011)		(15,163,490)

Net deferred income taxes	(1,459,923)		(1,566,233)


	2024		2023
Tax (benefit) at the statutory rate	21.00	%	21.00	%
State rate (net of federal benefit)	3.23	%	2.50	%
Change in valuation allowance for net deferred taxes	(27.81)	%	(26.70)	%
Foreign tax rate difference	1.39	%	2.00	%
All other	1.77	%	—	%
Effective rate	(0.42)	%	(1.20)	%


Operating lease cost:	2024		2023
Fixed rent expense	$	44,643	$	51,088

Finance lease cost:
Amortization of ROU assets	636,034		636,034

Net lease cost	$	680,677	$	687,122

Lease cost - SG&A	$	44,643	$	51,088
Lease cost - Depreciation and Amortization	636,034		636,034

Net lease cost	$	680,677	$	687,122


Operating leases - ROU assets:	2024		2023
Operating lease, ROU assets, gross	$	179,849	$	179,849
Accumulated amortization	$	(116,023)	$	(71,380)
Operating leases - ROU assets, net	$	63,826	$	108,469

Operating lease liabilities:
Operating leases, current portion	$	55,116	$	43,794
Operating leases, non-current portion	$	12,015	$	71,119
Total operating lease liabilities	$	67,131	$	114,913

Finance leases, ROU assets:
Property and equipment, gross	$	3,180,169	$	3,180,169
Accumulated depreciation	$	(1,789,691)	$	(1,153,657)
Finance leases, ROU assets, net	$	1,390,478	$	2,026,512

Finance lease liabilities:
Finance leases payable, current portion	$	538,845	$	565,353
Finance leases payable, non-current portion	$	1,143,829	$	1,683,308
Total finance lease liabilities:	$	1,682,674	$	2,248,661


Years Ending
December 31,	Operating Leases		Finance Leases
2025	$	54,050	$	823,266
2026	22,521		797,248
2027	—		532,713
Total	76,571		2,153,227
Less: effect of discounting	(9,440)		(470,553)
Lease liability recognized	$	67,131	$	1,682,674


Risk-free interest rate	3.81	%
Expected term (years)	5-10
Expected volatility	80.00	%
Dividend yield	0.00	%


	Shares	Weighted Average Exercise Price		Weighted Remaining Contractual Life(Years)
Options outstanding at December 31, 2022	3,468,760	$	0.0001	9.03
Granted	227,666	0.0001		—
Exercised	—	—		—
Expired or forfeited	(30,000)	—		—

Options outstanding at December 31, 2023	3,666,426	$	0.0001	8.10


Basic (loss) per share calculation	Years Ended
	December 31, 2024		December 31, 2023

Net (loss) available to common shareholders	$	(25,327,198)	$	(27,479,247)
Weighted average common shares outstanding (basic)	20,309,934		10,750,060
Basis (loss) per share from net loss	$	(1.25)	$	(2.56)

Diluted (loss) per share calculation
Net (loss) available to common shareholders	$	(25,327,198)	$	(27,479,247)
Weighted average common shares outstanding (basic)	20,309,934		10,750,060
Warrants	—		—
Weighted average common shares outstanding (diluted)	20,309,934		10,750,060
Diluted (loss) per share from net loss *	$	(1.25)	$	(2.56)


			__________________________________ (Signature)
			__________________________________ (Please print name)
Date: ________________________


/s/ Berkowitz Pollack Brant, Advisors + CPAs
West Palm Beach, FL April 15, 2025


Date: April 15, 2025

						/s/ Reza Soltanzadeh
						Reza Soltanzadeh
						Chief Executive Officer
						(Principal Executive Officer)


Date: April 15, 2025

						/s/ Stephen Wegrzyn
						Stephen Wegrzyn
						Chief Financial Officer
						(Principal Financial Officer)