Borealis Foods Inc.

Borealis Foods

Overview

Borealis Foods is an integrated food science and manufacturing company focused on affordable, nutritionally enhanced meals. It develops plant-based, protein-forward ramen and related products and manufactures them in the United States through its wholly owned subsidiary, Palmetto Gourmet Foods (PGF).

Brands and products

• Chef Woo: plant-based instant ramen with 20 grams of complete protein per serving; claims to provide all nine essential amino acids; certified kosher, halal, vegan, and vegetarian.
• Chef Ramsay: ultra-premium instant ramen developed in collaboration with Chef Gordon Ramsay; 20 grams of complete protein per serving.
• Ramen Express: premium instant ramen; certified kosher, halal, vegan, and vegetarian.
• Woodles: whole grain–rich ramen noodles designed to meet school nutrition guidelines (at least 51% whole wheat flour).
  All four offerings are positioned as ready-to-eat/ready-made ramen emphasizing higher protein, plant-based nutrition, and convenience.

Protein technology

• The company reports development of the "first complete protein dough containing all nine essential amino acids" and is pursuing a patent-pending technology intended for other high-protein ready-made meals and snacks.

Market positioning

• Operates in the global ramen and instant noodle market, which the filing cites as exceeding $60 billion in 2025–2026; the broader instant noodles market is cited at approximately $66.8 billion in 2026.
• Core target market is North America (U.S., Canada, Mexico, and Latin America), with distribution across traditional retail, club, grocery, and e-commerce channels.

Manufacturing, facilities, and capacity

• Manufacturing facility: Saluda, South Carolina; operated by PGF; facility size exceeds 200,000 square feet.
• Production: four fully automated cup and pillow production lines with high-speed packaging; site can host up to six instant noodle production lines with combined capacity up to 600 million meals per year.
• Certifications and standards: BRC AA+ rated food-grade facility; FSMA-compliant; at least one Preventive Controls Qualified Individual (PCQI); facility and suppliers comply with BRC standards.

Distribution and warehousing

• Distribution center: Saluda, South Carolina (75,000 square feet), capable of storing over 150 truckloads of finished goods; located near rail, intermodal, and port distribution hubs.
• Distribution footprint includes major retailers and e-commerce platforms; products are shipped to distribution centers or directly to customers via third-party logistics providers.

Corporate and geographic footprint

• Corporate office: Oakville, Ontario, Canada.
• Primary manufacturing and production: Saluda, South Carolina, United States.
• Distribution across the U.S., Canada, Mexico, and Latin America.

Customers and channels

• Approximately 30,000 points of distribution across retail, club, grocery, and e-commerce channels.
• Major channels and retailers referenced in the filing: Walmart, Costco, Sam’s Club, Aldi, Publix, Albertsons, Winn-Dixie, Save Mart; e-commerce platforms include Amazon, Walmart.com, and Instacart.
• A portion of revenue is derived from key customers, creating customer concentration risk.

Supply chain and sourcing

• Key ingredients include pea protein, flour, and oils sourced from third-party suppliers.
• Maintains multiple suppliers for principal raw materials and generally purchases on a purchase-order basis.
• Puris Foods identified as a preferred supplier for pea protein used in ramen products.

Manufacturing cost structure and operations

• Production is designed for scalable, cost-efficient manufacturing to support broad distribution and competitive pricing.
• The company identifies manufacturing capacity and inventory forecasting as operational priorities, with associated risks around overbuilding capacity or under-supplying demand.

Intellectual property and regulation

• Trademarks: Chef Woo, Chef Ramsay, Ramen Express, Woodles.
• Patents: no issued patents; two patent applications pending.
• Trade secrets: formulas, processes, know-how, and production methods are treated as trade secrets.
• Regulatory environment: subject to FDA and FTC oversight in the U.S., including FDA facility registration, cGMPs, FSMA compliance, and labeling requirements. Also subject to Canadian and international regulatory requirements due to Ontario incorporation and international sales.

People and governance

• Employees: 140 full-time employees as of December 31, 2025 (117 in manufacturing, including 36 agency employees; 1 in R&D; 9 in sales & marketing; 2 in human resources; 5 in finance; 2 in legal; 4 in administration).
• Board and governance: the board was reconstituted at the direction of the company’s lender, Oxus Capital PTE Ltd., which appointed two directors (including Pavel Mynzhanov). Oxus is a lender and holds roughly 24.7% of common shares.
• Debt arrangements: Credit Agreement with Oxus for up to $17 million in term debt (matures 2031; 12% interest, 14% on default); Oxus may convert about $2.0 million of accrued interest into common shares at its election.
• Conversion provisions: a Conversion Agreement with Oxus and certain insiders provides that approximately $33.3 million of shareholder debt and about $4.2 million in accrued interest could automatically convert into common shares if a $70 million equity financing is not completed by July 1, 2026; the implied conversion price is the 20-day VWAP ending the trading day before July 1, 2026.
• The company discloses potential dilution and potential conflicts of interest arising from Oxus’s roles as lender, equity holder, and board appointer.

Financial position and liquidity

• Cash and cash equivalents: approximately $0.06 million.
• Working capital deficit: approximately $(61.76) million as of December 31, 2025.
• The independent registered public accounting firm expressed substantial doubt about the company’s ability to continue as a going concern.
• Refinancing completed post-2025 with the Oxus Credit Agreement replacing the prior credit facility.
• Approximately 21.4 million common shares outstanding.
• The company is not in compliance with certain Nasdaq listing requirements as of early 2026 and faces potential delisting if compliance is not achieved.

Environment and sustainability

• Saluda facility: pursuing permits to convert to solar power with the objective of achieving Scope 2 carbon neutrality.
• In 2021, Borealis engaged the University of Michigan to perform a life cycle assessment comparing plant-based protein products to selected animal-based protein sources; results indicated lower environmental impacts in certain categories on a per-protein basis, subject to the assumptions and methodological scope of the study.
• The company identifies exposure to macroeconomic conditions, currency fluctuations, tariffs/trade restrictions, geopolitical risks, and climate impacts on agricultural inputs and packaging costs, along with broader ESG expectations affecting the industry.