Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

 

As previously disclosed, Borealis Foods Inc. (the "Company"), together with its wholly owned subsidiaries party thereto (collectively with the Company, the "Loan Parties"), are party to a Credit Agreement, dated as of August 10, 2023 (as amended, the "Credit Agreement"), with Frontwell Capital Partners Inc. (the "Lender"). On March 27, 2026, the Loan Parties entered into a Forbearance and Amendment Agreement (the "Forbearance Agreement") with the Lender in connection with previously disclosed Events of Default under the Credit Agreement. As previously disclosed, as of March 25, 2026, outstanding obligations under the Credit Agreement were at least $16,116,215.30, exclusive of subsequently accrued interest, fees and expenses.

 

The Forbearance Agreement required that the Loan Parties comply with certain milestones, including providing the Lender, by April 9, 2026, with a written plan, in form and substance satisfactory to the Lender in its sole discretion, for generating sufficient proceeds to fully repay the Loan Parties' outstanding obligations under the Credit Agreement.

 

On April 13, 2026, the Company received a letter (the "Default Notice") from counsel to the Lender stating that the Loan Parties had failed to satisfy the April 9, 2026 milestone. While the Lender acknowledged that the Loan Parties provided certain term sheets, the Lender determined that the materials did not constitute a satisfactory plan. The Loan Parties' failure to satisfy the milestone constitutes a Forbearance Default under the Forbearance Agreement, which entitles the Lender to terminate the Forbearance Period and exercise all rights and remedies available under the Credit Agreement and applicable law, including acceleration of the outstanding obligations. The Lender has not elected to terminate the Forbearance Period at this time but has reserved all rights in respect of the Forbearance Default.

 

The Company is evaluating alternatives to address its outstanding obligations, including potential refinancing, capital-raising and other strategic transactions. The Forbearance Period is scheduled to expire on April 27, 2026. There can be no assurance that the Company will obtain alternative financing or that the Lender will not elect to terminate the Forbearance Period and exercise its remedies.