v3.26.1
Warrants
3 Months Ended
Mar. 31, 2026
Warrants [Abstract]  
Warrants

7. Warrants

 

The following represents a summary of warrants outstanding and exercisable as of March 31, 2026:

 

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  
Private Placement Warrants   6/13/2025   Equity   $ 5.00     7/18/2027     100,000       100,000  
Private Placement Warrants   11/19/2025   Equity   $ 2.50     11/19/2028     250,000       250,000  
                          26,900,000       26,900,000  

 

Following the closing of the Reverse Recapitalization, Borealis has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of Common Shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 days within a 30 trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which Borealis gives proper notice of such redemption and provided certain other conditions are met.

 

The public warrants are identical to the 2021 private placement warrants in material terms and provisions, except the private placement warrants were not transferable, assignable or salable until 30 days after the completion of the Reverse Recapitalization. 

 

On June 13, 2025, the Company issued 100,000 private placement warrants to purchase 100,000 Common Shares at an exercise price of $5.00 per share, expiring on July 18, 2027. The warrants were issued in connection with the extension of the maturity date of the EarlyBirdCapital promissory note.

 

On November 19, 2025, the Company issued 250,000 private placement warrants to purchase 250,000 Common Shares at an exercise price of $2.50 per share, expiring on November 19, 2028. The warrants were issued in connection with the further extension of the maturity date of the EarlyBirdCapital promissory note through December 31, 2025.