SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Diachenko Sergii

(Last)

(First)

(Middle)

2225 BENSON AVE 5 F 5 FLR

(Street)

BROOKLYN

NEW YORK

11214

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Borealis Foods Inc. [ BRLSW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$11.5	03/05/2024		P		4,000		03/04/2024	02/09/2029	Common Stock	4,000	$0.1411	2,196,786	D
Warrants	$11.5	03/05/2024		P		114		03/04/2024	02/09/2029	Common Stock	114	$0.141	2,196,900	D
Warrants	$11.5	05/30/2024		P		100		03/04/2024	02/09/2029	Common Stock	100	$0.0815	2,197,000	D
Warrants	$11.5	05/31/2024		P		1,717		03/04/2024	02/09/2029	Common Stock	1,717	$0.0951	2,198,717	D
Warrants	$11.5	06/03/2024		P		2,300		03/04/2024	02/09/2029	Common Stock	2,300	$0.0951	2,201,017	D
Warrants	$11.5	06/03/2024		P		2,870		03/04/2024	02/09/2029	Common Stock	2,870	$0.0951	2,203,887	D
Warrants	$11.5	06/04/2024		P		50,000		03/04/2024	02/09/2029	Common Stock	50,000	$0.0998	2,253,887	D
Warrants	$11.5	06/04/2024		P		3,673		03/04/2024	02/09/2029	Common Stock	3,673	$0.0951	2,257,560	D
Warrants	$11.5	06/05/2024		P		27,000		03/04/2024	02/09/2029	Common Stock	27,000	$0.1	2,284,560	D
Warrants	$11.5	06/07/2024		P		3,340		03/04/2024	02/09/2029	Common Stock	3,340	$0.0897	2,287,900	D
Warrants	$11.5	06/17/2024		P		25,000		03/04/2024	02/09/2029	Common Stock	25,000	$0.0629	2,312,900	D
Warrants	$11.5	06/17/2024		P		7,100		03/04/2024	02/09/2029	Common Stock	7,100	$0.0592	2,320,000	D
Warrants	$11.5	06/25/2024		P		500		03/04/2024	02/09/2029	Common Stock	500	$0.0697	2,320,500	D
Warrants	$11.5	06/26/2024		P		20,000		03/04/2024	02/09/2029	Common Stock	20,000	$0.0701	2,340,500	D
Warrants	$11.5	06/26/2024		P		100		03/04/2024	02/09/2029	Common Stock	100	$0.07	2,340,600	D
Warrants	$11.5	06/27/2024		P		840		03/04/2024	02/09/2029	Common Stock	840	$0.07	2,341,440	D
Warrants	$11.5	07/05/2024		P		20,000		03/04/2024	02/09/2029	Common Stock	20,000	$0.0799	2,361,440	D
Warrants	$11.5	07/05/2024		P		1,360		03/04/2024	02/09/2029	Common Stock	1,360	$0.0783	2,362,800	D
Warrants	$11.5	07/17/2024		P		16,550		03/04/2024	02/09/2029	Common Stock	16,550	$0.0725	2,379,350	D
Warrants	$11.5	07/26/2024		P		54,240		03/04/2024	02/09/2029	Common Stock	54,240	$0.0498	2,433,590	D
Warrants	$11.5	07/31/2024		P		1,940		03/04/2024	02/09/2029	Common Stock	1,940	$0.0601	2,435,530	D
Warrants	$11.5	08/05/2024		P		44,960		03/04/2024	02/09/2029	Common Stock	44,960	$0.0501	2,480,490	D
Warrants	$11.5	08/06/2024		P		2,278		03/04/2024	02/09/2029	Common Stock	2,278	$0.0501	2,482,768	D
Warrants	$11.5	08/08/2024		P		46,350		03/04/2024	02/09/2029	Common Stock	46,350	$0.0607	2,529,118	D
Warrants	$11.5	09/18/2024		P		2,100		03/04/2024	02/09/2029	Common Stock	2,100	$0.0648	2,531,218	D
Warrants	$11.5	09/19/2024		P		15,914		03/04/2024	02/09/2029	Common Stock	15,914	$0.0714	2,547,132	D
Warrants	$11.5	09/23/2024		P		2,700		03/04/2024	02/09/2029	Common Stock	2,700	$0.0699	2,549,832	D
Warrants	$11.5	09/24/2024		P		3,900		03/04/2024	02/09/2029	Common Stock	3,900	$0.0621	2,553,732	D
Warrants	$11.5	10/07/2024		P		2,327		03/04/2024	02/09/2029	Common Stock	2,327	$0.07	2,556,059	D
Warrants	$11.5	10/08/2024		P		43,945		03/04/2024	02/09/2029	Common Stock	43,945	$0.0807	2,600,004	D

Explanation of Responses:

Remarks:

The Reporting Person is a significant holder of the Issuer's warrants. This filing is being made to reflect the Reporting Person's status as a beneficial owner of more than 10% of the outstanding class of warrants. The Reporting Person intends to closely monitor the Issuer's restructuring process and evaluate all options regarding his investment.

	/s/ Sergii Diachenko	04/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)