Form 4 for BRLS Borealis Foods Inc.

Accepted 2026-05-29 16:15:11 ET · period of report 2026-01-12 · accession 0001213900-26-062831 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
I	2026-05-29 16:15	2026-01-12	BRLS	Soltanzadeh Reza	CEO, Dir, 10%	J - Other	—	-500.0K	3.03M	-14%	—

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Shares	2026-01-12	J	D	500,000	—	3,032,505	I By Zagros Alpine Capital ULC	—	—	(F1) On December 5, 2025, the Reporting Person entered into a Pledge and Escrow Agreement with EarlyBirdCapital, Inc. ("EBC") and Continental Stock Transfer & Trust Company pursuant to which the Reporting Person agreed to pledge 500,000 Class A Common Shares (the "Shares") of Borealis Foods Inc. (the "Company") to secure indebtedness of the company owed to EBC. Upon the Company's default under the promissory note described in footnote 2, the Shares were transferred to EBC on January 12, 2026 in partial satisfaction of such indebtedness. (F2) The Reporting Person pledged 500,000 Class A Common Shares of the Company to secure payment of indebtedness of the Company in the principal amount of $1,980,000 under that certain promissory note, dated February 7, 2024, as amended on April 15, 2025, June 30, 2025, and December 5, 2025. (F3) Zagros directly owns the reported shares. Mr. Soltanzadeh is the President of Zagros. Leila Rasoulian is the spouse of Mr. Soltanzadeh. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to share beneficial ownership of all the shares held by Zagros. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to have joint voting and dispositive power over the shares held by Zagros.