Warrants

12 Months Ended

Dec. 31, 2025

8. Warrants

The following represents a summary of warrants outstanding and exercisable on December 31, 2025:

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 Foods Inc. 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.