11. Subsequent Events

The Company evaluated subsequent events through the date these financial statements were issued. The following events occurring after March 31, 2026 require disclosure.

Oxus Credit Agreement. On April 27, 2026, the Company’s subsidiaries — Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., and PGF Real Estate II, Inc. (collectively, the “Borrowers”) — entered into a Credit Agreement (the “Oxus Credit Agreement”) with Oxus Capital PTE Ltd. (“Oxus Capital”), a major related-party shareholder, as lender. Borealis Foods Inc., Borealis IP Inc., and Palmetto Gourmet Foods (Canada) Inc. are party as guarantors. The Oxus Credit Agreement provides for a term loan of up to $17,000,000, the proceeds of which were used to repay in full and discharge all outstanding obligations under the FrontWell Credit Agreement (approximately $16.2 million), with the balance applied to transaction expenses and general corporate purposes. The term loan matures on April 27, 2031, bears interest at 12% per annum (14% upon default), and is repayable in 48 consecutive monthly installments commencing May 1, 2027. Oxus Capital has the option, at its sole election, to convert all interest accrued during the first year of the loan (approximately $2.0 million) into common equity of the Company in lieu of cash. The term loan is secured by a first-priority lien on substantially all assets of the Borrowers, including mortgages on the Company’s manufacturing facility and distribution center in Saluda, South Carolina. The Oxus Credit Agreement was approved by the disinterested members of the Board of Directors on April 24, 2026. Oxus Capital is the Company’s former SPAC sponsor and, through its controlling shareholder Kenges Rakishev, a beneficial owner of approximately 39.09% of the Company’s outstanding Common Shares.

Conversion Agreement. In connection with the Oxus Credit Agreement, the Company entered into a Conversion Agreement with Oxus Capital, Reza Soltanzadeh (“CEO”), and Barthelemy Helg (“Non-Executive Chairman”) (collectively, the “Shareholders”). Pursuant to the Conversion Agreement, approximately $29.1 million in aggregate principal amount of indebtedness previously advanced by the Shareholders to the Company, plus approximately $4.3 million in accrued interest (calculated through June 30, 2026), will automatically convert into Common Shares if the Company does not consummate one or more equity financings resulting in aggregate gross proceeds of at least $70 million at a price of $9.00 per share on or before July 1, 2026. The term loan under the Oxus Credit Agreement is expressly excluded from the indebtedness subject to conversion. If the automatic conversion occurs, existing shareholders would experience substantial dilution. Board Reconstitution. Pursuant to the Oxus Credit Agreement, the Company was required, no later than May 11, 2026, to reconstitute its Board of Directors by appointing Pavel Mynzhanov and Zaure Algaziyeva (or such other individuals acceptable to Oxus Capital). Pavel Mynzhanov, who has served as a Director of Oxus Capital since June 2022, was appointed to the Board in May 2026.

Oxus Convertible Promissory Note. On May 29, 2026, the Company issued a $3.0 million convertible promissory note (the “Note”) to Oxus Capital. The Note is a senior unsecured obligation of the Company, bears interest at 10% per annum, and matures on August 29, 2026, subject to automatic extension if the shareholder approvals required for conversion under applicable Nasdaq Listing Rules have not been obtained by that date. Oxus Capital may elect at maturity to convert all or any portion of the outstanding principal into Common Shares at $1.45 per share, subject to customary adjustments, a 49.9% beneficial ownership blocker, and receipt of all required approvals. Based on the initial conversion price and without giving effect to accrued interest or the blocker, the Note would be convertible into approximately 2,068,966 Common Shares. The proceeds may not be used to repay borrowed-money indebtedness, including indebtedness owing to any shareholder or secured creditor. The Note constitutes a related party transaction. The foregoing description is qualified in its entirety by reference to the Note, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 4, 2026.

Nasdaq Listing Compliance. On January 12, 2026, the Company received a notice from the Nasdaq Listing Qualifications Department that it was not in compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the end of each fiscal year. Nasdaq granted the Company an extension until June 29, 2026 to regain compliance. The Company held its annual meeting of shareholders on June 29, 2026. The Company expects to receive confirmation from Nasdaq that it has regained compliance with Listing Rule 5620(a); however, such confirmation has not been received as of the date of this Quarterly Report.

Nasdaq Shareholder Approval Requirements. The issuance of Common Shares upon (i) the automatic conversion of approximately $29.1 million of related-party indebtedness (plus approximately $4.3 million of accrued interest as of June 30, 2026) under the Conversion Agreement and (ii) the conversion of the Oxus Convertible Promissory Note described above is expected to require shareholder approval under Nasdaq Listing Rules 5635(b) (change of control) and potentially 5635(d) (issuance of 20% or more of outstanding Common Shares at a price below the Nasdaq minimum price). Shareholder approval of these matters was not sought at the Company’s June 29, 2026 annual meeting. The Conversion Agreement and the Note each contain provisions that defer the applicable conversion and extend the applicable maturity until the required shareholder approvals are obtained. The Company intends to convene a special meeting of shareholders, or to include the required proposals at its next annual meeting, to seek the required approvals. There can be no assurance that such approvals will be obtained.

EarlyBirdCapital Escrow Shares. As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, in November 2025, in connection with the extension of a promissory note originally issued to EarlyBirdCapital, Inc. (“EBC”), Barthelemy Helg and Reza Soltanzadeh (through Zagros Alpine Capital ULC) each provided 500,000 Common Shares as collateral. Following an alleged default under the note, the escrowed shares were transferred to EBC. In late April 2026, EBC advised the Company that a portion of such shares had been sold and the proceeds applied against amounts outstanding. On May 8, 2026, the Board of Directors determined that such shares had been provided solely for the benefit of the Company and resolved that the Company would take appropriate steps to make Mr. Helg and Mr. Soltanzadeh whole. As of the date of this Quarterly Report, no replacement shares have been issued.

Between April 1, 2026 and May 29, 2026, the Company received additional unsecured advances from the Non-Executive Chairman of the Board of Directors in the amount of $910,000.