Borealis Foods CEO's 500,000 Shares Transferred to Creditor Due to Company Default

This Form 4 filing reports that 500,000 Class A Common Shares of Borealis Foods Inc. (BRLS) were transferred to EarlyBirdCapital, Inc. on January 12, 2026, as partial satisfaction of company debt. The shares were originally pledged by CEO Reza Soltanzadeh through Zagros Alpine Capital ULC to secure $1.98 million in company indebtedness under a promissory note. The transfer occurred due to the company's default on the note. Soltanzadeh, who is CEO, director, and 10% owner, along with his spouse Leila Rasoulian, may be deemed to have beneficial ownership of shares held by both Zagros Alpine Capital and Z Ventures Inc. Following the transaction, Zagros Alpine Capital's position decreased to 3,032,505 shares, while Z Ventures Inc. holds 127,947 shares. The filing highlights financial distress at Borealis Foods leading to creditor enforcement actions against pledged collateral.